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Item 1. Business

2022-04-06 compared with 2021-03-31 · 540 added, 508 removed, 35 unchanged (97% of the section changed)

(“CRTD,”

“the Company,”

or “Creatd”) is a creator-first technology company and the parent company of the Vocal platform.

Our mission is to empower creators, entrepreneurs, and brands through technology and partnership.

We accomplish this through Creatd’s

three main business pillars:

Vocal Ventures, Creatd Partners, and our newest initiative, Recreatd.

At its core, Creatd centers around

the philosophy that creators are the driving force that propels success in the digital realm.

This philosophy is represented by a framework

we call the Creatd Cycle, which operates on the premise that creators produce content that attracts audiences, who in turn attract brands

who are interested in reaching those audiences and the ability to generate new installations around bespoke ecosystems such as health

and wellness, sports, and education.

Creatd’s

first pillar, Vocal Ventures, houses our proprietary technology platforms, including Creatd’s flagship product, the Vocal

platform, and its 36 wholly owned-and-operated creator communities.

Through Vocal, creators can create and share their stories in a

way that helps them get discovered by their ideal audiences and be rewarded for their creativity.

Similarly, brands can access their

ideal consumers and drive conversions for their products and services.

The Vocal platform’s scalable and unique underlying

agile framework lends itself well to future acquisitions and white-label opportunities for Creatd’s technology because of the

ease with which other platforms can be integrated into our ecosystem.

Creatd Partners, Creatd’s second pillar, houses our brand-oriented initiatives, including our agency businesses, Vocal for Brands

and Seller’s Choice, as well as its corporate ventures and investments.

Both of these agencies serve a multitude of clients, while

the venture arm looks to make direct investments in the ones that have significant upside opportunity.

Creatd Partners pairs Creatd’s

resources and Vocal’s proprietary technology, which were built to simultaneously amplify creators’

discoverability and potential

reward and help direct-to-consumer brands achieve conversions and reach their target audiences, while generating value for all of Creatd’s

stakeholders.

Recreatd is the pillar which houses Creatd’s

intellectual property and legacy media assets, including acquired artwork, photographs and media memorabilia.

Recreatd represents an initiative

by Creatd to revitalize transmedia content, utilizing Vocal Ventures’

technology, data, and marketing capabilities to reboot archival

media assets and e-commerce properties.

Creatd has a history of successfully executing such acquisition and assimilation projects, including

its resuscitation of General Media properties such as the iconic women’s magazine, Viva, into digital communities and absorbing

once-defunct content communities like Creators Media (which at one time was valued at $50MM).

Creatd has a vast collection of intellectual

property and legacy content, including a documentary about the life of Bob Guccione directed by Barry Avrich;

Till Human Voices Wake

Us, a short film starring Lindsay Lohan and directed by famed photographer Indrani;

No One’s Pet, the biography of Penthouse

Pet Sheila Kennedy authored by renown film critic Glenn Kenny;

and The Mind’s Eye, The Art of Omni .

The Company’s ability

to leverage its technology to revitalize this content represents a significant value proposition for media companies and publishers that

are sitting on vast collections of content that are of supreme quality but are not in a suitable format for today’s consumer.

Vocal, Creatd’s

flagship product, is a robust, proprietary technology platform that provides best-in-class tools, safe and curated communities,

and monetization opportunities that enable creators to find a receptive audience and get rewarded.

Through Vocal, content creators

can get discovered and monetize their content by connecting to their ideal audiences and partnering with the brands that want to

reach those audiences.

Since its initial launch in 2016, Vocal has grown to be one

of the fastest growing communities for content creators of all kinds, including writers, musicians, podcasters, photographers,

as of March 2021, Vocal has reached over 900,000 freemium creators and over 20,000 Vocal+ paid subscribers across its

36 owned and operated niche communities.

Vocal provides

a large stage for creators to connect with fans and find new audiences.

In addition to enabling access to millions of unique monthly

visitors, the platform provides creators with a full suite of tools and services for content creation, discovery, distribution,

and monetization, including:

use, rich media content editor:

Vocal’s storytelling tools enable creators to produce beautiful and engaging

stories in a simple, user-friendly interface, and incorporate rich-media content of all kinds, including streaming content,

photos, videos, podcasts, product links, written text, and more.

Vocal’s open canvas content creation editor makes it

easy to create high-quality and engaging stories, and is a cost effective alternative to managing a blog content management

system (CMS).

Numerous Monetization

Both of Vocal’s membership tiers–Vocal freemium and the Vocal+

premium tier –

provide multiple monetization opportunities for creators.

earn money i) every time their story is read, ii) by competing in Challenges, iii) by receiving

‘tips’

and ‘bonuses’

iv) by collaborating on branded content campaigns

through the company’s in-house agency, Vocal for Brands.

For freemium members, content

‘reads’

are monetized at a rate of $3.80 per 1,000 reads (calculated based on

time on page, scrolling behavior, and other internal metrics), whereas Vocal+ members monetize

at $6.00 per 1,000 reads.

These rates are subject to change based on market trends or the

introduction of additional features and plan tiers.

Brand-safe advertising platform:

Vocal was designed to target consumers in an authentic, non-interruptive way.

Brand partnerships

and collaborations allow companies tap into the power of Vocal through campaign-optimized stories,

authored by real Vocal creators, that build brand affinity, trust, and drive sales.

Transparent Performance Data:

Creators can view their “Stats”

at any time to view their individual performance data, such as how many Reads a given story received, how much money they have earned, and how many Tips, Bonuses, or ‘Likes,’

they received.

Additionally, Vocal users have the ability to view key metrics such as community-specific data and Vocal+ membership data.

Valuable Audience:

The nature of Vocal’s genre-specific (niche) community structure is such that it generates a positively selected audience, a quality which makes Vocal an attractive prospect for creators and brands alike.

In a niche community, audiences are inherently more likely to be interested in the particular content housed in that community.

Vocal+ is Creatd’s premium subscription membership program.

Vocal+ members pay a membership fee for premium features, including receiving increased earnings for their content, reduced platform

processing fees for Tips received, a Vocal+ badge on their creator page, eligibility to participate in exclusive Vocal+ Challenges,

Vocal+ offers a strong value proposition for new creators, as well as the over 900,000 freemium users registered to Vocal.

Creators may sign up for a Vocal+ membership when they create an account, or they can upgrade an existing Vocal Free account to

a Vocal+ account at any time.

The current cost of a Vocal+ membership is either $9.99 per month or $99 annually.

From time to time,

the Company offers Vocal+ subscriptions at a discount for a predetermined number of months as a promotion for new subscribers.

Vocal for Brands

Digital audiences have become increasingly

wary of traditional display and programmatic advertising tactics.

Intrusive ads like pop-ups have proven to disrupt the consumer

experience, leading to trends such as the fact that over 25% of internet users have ad blockers installed.

Brands are actively

seeking trustworthy and safe platforms like Vocal to drive engagement through non-interruptive brand storytelling and deliver

invaluable performance metrics that help optimize their marketing efforts.

Creatd’s internal content studio,

Vocal for Brands, pairs leading brands with authentic creators to produce marketing campaigns that are non-interruptive, engaging,

and direct-response driven.

The key value propositions for brands include:

Authentic Storytelling:

internal data group partners brands with real Vocal creators to tell their brand’s story in a way that is both engaging

and trustworthy.

In addition, brands can opt to sponsor a Challenge, which effectively yield a collection of crowdsourced

branded content for brands and help them reach a wider audience.

Valuable Audience:

Vocal’s first-party data provides an opportunity to create highly targeted and segmented audiences to promote branded content.

Most importantly, Vocal’s technology helps brands target the right audience by utilizing and applying that first-party data.

Transparent Analytics:

For every campaign we produce, our brand clients have access to story performance data, engagement data, behavioral data, and interest data.

Brands can apply this data to further increase awareness and optimize audience targeting.

Vocal’s first-party data enables

our team to create highly targeted and segmented audiences for Vocal for Brands campaigns, and help the brand reach their ideal

Brands can access story performance data, engagement data, behavioral data, and sentiment data, all of which is used

to further optimize the campaign’s success.

The combination of Vocal’s hyper-engaged audiences, user-generated communities,

and brand-safe environment help brands achieve maximum ROAS (return on ad spend).

Vocal for Brands typically

collects fixed fees ranging from $10,000 to $110,000, depending on campaign duration and specific client objectives.

To date, Vocal for

Brands’

client roster includes up-and-coming direct to consumer (DTC) brands such as IAC’s Vimeo, Moleskine, New York Post’s

Decider, Lull, Daily Harvest, Cleancult, and more.

With the introduction

of Challenges in early first quarter 2020, brands can now tap into Vocal’s network content creators and encourage them to

interact with, learn about and promote their brand while benefiting from Vocal’s brand-safe, moderated, and curated environment.

Vocal Challenges have a unique ability to capture the hearts and minds of the creative community and drive meaningful engagement.

Challenges combine thought-provoking story prompts and sizable reward potential, which work to inspire creators and drive them

toward participation.

Brands can similarly capitalize on this combined effect by collaborating with Vocal on a sponsored Challenge,

prompting the creation of high-quality stories that are centered around the brand’s mission and further disseminated through creators’

respective social channels and promotional outlets.

Seller’s Choice

In addition to Vocal for Brands, Creatd supports

brands by providing managed and performance marketing services through Seller’s Choice.

an in-house marketing agency for DTC (direct-to-consumer)

and e-commerce clients.

Acquired by Creatd in September 2019, Seller’s Choice provides direct-to-consumer brands with design, development,

strategy, and sales optimization services.

Its status as an Amazon Solution Provider and its weighty operational structure made it an

ideal candidate for acquisition in late 2019.

Creatd’s business model is built to absorb distressed operational infrastructures,

integrate the few best components, and shed the non-essential costs.

Creatd Partners

Creatd Partners is the Company’s corporate venture arm, as well as the business division that encompasses management of Seller’s

Choice and Vocal for Brands.

Creatd Partners invests in qualified brands who are aligned with our corporate mission, such as direct-to-consumer

brands, digital platforms, and technologies that support entrepreneurs and the creator economy.

Creatd Partners was established with the

aim of nurturing high-potential, early-stage companies that can meaningfully benefit by leveraging Creatd’s technology, resources

and proven capacity to optimize visibility, reach, and conversions for direct-to-consumer products and services.

Creatd Partners investments

are subject to the completion of rigorous due diligence and independent valuation assessment and may encompass a combination of financial

and operational support in exchange for an equity stake in the business.

Creatd Partners’

first investment is Plant

Camp, a direct-to-consumer food company that creates healthy and nutritional upgrades to classic foods and was launched in December 2020.

The Company has made three further investments, the most notable of which is an equity investment in the health and wellness DTC beverage

Additionally, Creatd Partners is currently exploring future opportunities that fit its criteria and risk profile, seeking partner

companies that combine a quality product, seasoned founders, and the ability to leverage Creatd’s platform technology.

and Compliance

One of the key

differentiating factors between Vocal and most other user-generated content platforms is the fact that each story submitted to

Vocal is run through the Company’s proprietary moderation process before it goes live on the platform.

The decision to implement

moderation into the submission process was in direct response to the rise of misinformation and bad actors on many social platforms.

In response to these inherent pitfalls within the content landscape, Vocal’s proprietary moderation system combines the algorithmic

detection of copyrighted material, hate speech, graphic violence, and nudity, and human-led curation to ensure the quality and

safety of each story published on Vocal, thus fostering a safe and trustworthy environment for creators, audiences, and brands.

Moderation and compliance are more important than ever in a world where ambiguity can systematically damage value.

Vocal’s

enforcement of community guidelines and emphasis on content moderation protects the platform, its creators, and Creatd shareholders.

Trust and safety

are paramount to the Vocal ecosystem.

We follow best practices when handling personally identifiable information, with guidance

from the European Union’s General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the

Digital Millennium Copyright Act (DMCA).

Platform Compliance

Policies include:

“the Company,” or “Creatd”) is a company whose mission is to provide economic opportunities to creators by multiplying

the impact of platforms, people, and technology.

We operate four main

business segments, or ‘pillars’:

Creatd Labs, Creatd Partners, Creatd Ventures, and Creatd Studios.

Together, Creatd's pillars

work together to create a flywheel effect, supporting our core vision of creating a viable ecosystem for all stakeholders in the creator

Creator-Centric Strategy

Our purpose is to empower

creators to prosper through exceptional tools, built-in communities, and opportunities for monetization and audience expansion.

This creator-first

approach is the foundation of our culture and mission, and how we choose to allocate our resources.

It governs our business model and

shapes the value we provide for each of our stakeholders across Creatd’s four pillars.

Creatd Labs is dedicated to the development

of technology products that support the creator economy.

This pillar houses Creatd’s proprietary technology platforms, including

Creatd’s flagship product, Vocal.

This pillar is operated through our wholly-owned subsidiary, Abacus Tech Pty Ltd.

Vocal was built to serve

as a home base for digital creators.

This robust, proprietary technology platform that provides best-in-class tools, safe and curated

communities, and monetization opportunities that enable creators to find a receptive audience and get rewarded.

Creators of all types

call Vocal their home, from bloggers to podcasters, makers, musicians, photographers, and more.

Since its initial launch in 2016, Vocal has grown to be one of the

fastest growing communities for content creators of all shapes and sizes.

Creators can opt to use Vocal for free, or upgrade to Vocal+.

Upon subscribing to Vocal, either as a freemium or premium member, creators can immediately begin to access the numerous monetization

opportunities that Vocal facilitates.

Specifically, Vocal creators can earn money i) every time their story is read, ii) by competing

in Challenges, iii) by receiving Bonuses, iv) by collaborating on branded content campaigns through the company’s in-house agency,

Vocal for Brands, v) through ‘Subscribe,’ which enables creators to receive payment directly from their audience via monthly

subscriptions and one-off microtransactions.

vi) through the Vocal Ambassador Program, which enables creators to receive additional rewards

whenever they refer a new Vocal+ member.

Vocal+ is Vocal’s

premium membership program.

Subscribers pay a membership fee to access additional premium features on the platform, including:

rate of earnings per read, reduced platform processing fees on tips received, eligibility to participate in exclusive Vocal+ Challenges,

access to Vocal’s ‘Quick Edit’ feature for published stories, and more.

The current cost of a Vocal+ membership is either

$9.99 per month or $99 annually.

From time to time, the Company offers Vocal+ subscriptions at a discount for a predetermined number of

months as a promotion for new subscribers.

Moderation and Compliance

One of the key differentiating

factors between Vocal and most other user-generated content platforms is the fact that each story submitted to Vocal is run through the

Company’s proprietary moderation process before it goes live on the platform.

The decision to implement moderation into the submission

process was in direct response to the rise of misinformation and bad actors on many social platforms.

In response to these inherent pitfalls

within the content landscape, Vocal’s proprietary moderation system combines the algorithmic detection of copyrighted material,

hate speech, graphic violence, and nudity, and human-led curation to ensure the quality and safety of each story published on Vocal, thus

fostering a safe and trustworthy environment for creators, audiences, and brands.

Moderation and compliance are more important than ever

in a world where ambiguity can systematically damage value.

Vocal’s enforcement of community guidelines and emphasis on content

moderation protects the platform, its creators, and Creatd shareholders.

Trust and safety are

paramount to the Vocal ecosystem.

We follow best practices when handling personally identifiable information, with guidance from the European

Union’s General Data Protection Regulation (GDPR), the California Consumer Privacy Act (CCPA), and the Digital Millennium Copyright

Platform Compliance Policies

● Human-led, technology assisted moderation of every story submitted;

2 unchanged sentences

● The rejection of what we consider toxic content, with the understanding that diverse opinions are encouraged.

Vocal’s proprietary technology is

built on Keystone, the same underlying open-source framework used by industry-leaders such as Atlassian, a $43-billion Australian

technology company.

Some of the key differentiating elements of Vocal’s technology are speed, sustainability, and scalability.

The Company continues to invest heavily in research and development to continuously improve and innovate its platform, with the

goal of optimizing the user experience for creators.

Vocal’s architecture

allows it to do more with less cost and provides a model capable of turning a profit.

Additionally, the Vocal

platform and its underlying technology allows us to maintain an advantageous capital-light infrastructure.

By using cloud service

providers, we are able to focus on platform and revenue growth rather than building and maintaining the costly internal infrastructures

that have materially affected so many legacy media platforms.

Vocal’s technology has been specifically designed and built

to scale without a material corresponding increase in operational costs.

While our users can embed rich media, such as video, audio,

and product links, into their Vocal stories, the rich media content is hosted elsewhere (such as YouTube, Instagram, Vimeo, Shopify,

Spotify, etc.).

Thus, our platform can accommodate rich media content of all kinds without bearing the financial or operational

costs associated with hosting the rich media itself.

In addition to the benefits this framework affords to the Company, it is the

additional benefit to our content creators, in that a creator can increase their monetization;

for example, a creator can embed

their YouTube video into a Vocal story and thus derive earnings from both platforms when their video is viewed.

of First-Party Data

Creatd’s

business intelligence and marketing teams identify and target individual creators, communities, and brands, utilizing empirical

data harnessed from the Vocal platform.

The team’s ability to apply its proprietary first-party data works to reduce acquisition

costs for new creators and to help provide brands with conversions and an ideal targeted audience.

In this way, our ability to

apply first-party data is one of the value-drivers for the Company and the key advantages of its closed ecosystem strategy, which

we refer to as the Creatd Cycle.

In its simplest

definition, first-party data is data that you collect directly from your customers.

Even the most simplistic blog website is collecting

some degree of first-party data;

Creatd’s edge is in its application of that data.

Our organization is constantly collecting

a tremendous amount of first-party behavioral data extracted from the Vocal platform.

To date, we have collected hundreds of millions

of data points around our customers and our audiences.

Importantly, we

do not sell that data, that being a common monetization opportunity for many other businesses.

Technology Development

Vocal’s proprietary technology is built

on Keystone, the same underlying open-source framework used by industry-leaders such as Atlassian, a $43-billion Australian technology

Some of the key differentiating elements of Vocal’s technology are speed, sustainability, and scalability.

continues to invest heavily in research and development to continuously improve and innovate its platform, with the goal of optimizing

the user experience for creators.

Vocal’s architecture allows it to do more with less cost and provides a model capable of turning

Additionally, the Vocal platform and its underlying

technology allows us to maintain an advantageous capital-light infrastructure.

By using cloud service providers, we are able to focus

on platform and revenue growth rather than building and maintaining the costly internal infrastructures that have materially affected

so many legacy media platforms.

Vocal’s technology has been specifically designed and built to scale without a material corresponding

increase in operational costs.

While our users can embed rich media, such as video, audio, and product links, into their Vocal stories,

the rich media content is hosted elsewhere (such as YouTube, Instagram, Vimeo, Shopify, Spotify, etc.).

Thus, our platform can accommodate

rich media content of all kinds without bearing the financial or operational costs associated with hosting the rich media itself.

to the benefits this framework affords to the Company, it is the additional benefit to our content creators, in that a creator can increase

their monetization;

for example, a creator can embed their YouTube video into a Vocal story and thus derive earnings from both platforms

when their video is viewed.

Creatd Partners

Creatd Partners houses

the Company’s agency businesses, with the goal of fostering partnerships between creators and brands.

Creatd Partners’ offerings

Vocal for Brands (content marketing), Seller’s Choice (performance marketing), and WHE Agency (influencer marketing).

Partners leverages its network of brands and influencers, along with resources from across Creatd, to help direct-to-consumer brands achieve

conversions and reach their target audiences, while driving success for all of Creatd’s stakeholders.

Vocal for Brands

All brands have a story

to tell, and our creator community helps them tell it.

Vocal for Brands, Creatd's internal content marketing studio, specializes in pairing

leading brands with Vocal creators to produce marketing campaigns that are non-interruptive, engaging, and direct-response driven, with

creators telling the brand’s story in a way that is both engaging and trustworthy.

Further, Vocal for Brands campaigns leverage

Vocal’s first-party data and technology, which enables the creation of highly targeted and segmented audiences and optimized campaign

In addition to branded

story campaigns Additionally, brands can opt to collaborate with Vocal on a sponsored Challenge, prompting the creation of high-quality

stories that are centered around the brand’s mission and further disseminated through creators’ respective social channels

and promotional outlets.

The WHE Agency (“WHE”),

acquired by Creatd in 2021, was founded by Tracy Willis with the goal of supporting top creators and influencers, by connecting them with

leading family and lifestyle brands and global audiences.

Today, WHE represents a roster of over 100 creators across numerous verticals

including family and lifestyle, music, and celebrity categories.

Seller’s Choice

is Creatd Partners’ performance marketing agency specializing in DTC (direct-to-consumer) and e-commerce clientele.

Choice provides direct-to-consumer brands with design, development, strategy, and sales optimization services.

Creatd Ventures

Creatd Ventures houses

Creatd's portfolio of e-commerce businesses, both majority and minority-owned as well as associated e-commerce technology and infrastructure.

The Company supports founders by providing capital, as well as a host of services including design and development, marketing and distribution,

and go-to-market strategy.

Currently, the Creatd Ventures portfolio includes:

● Camp , previously Plant Camp, a direct-to-consumer (DTC) food brand which creates healthy upgrades

to classic comfort food favorites.

Each of Camp’s products are created with hidden servings of vegetables and contain Vitamins A,

C, D, E, B1 + B6.

In the fourth quarter of 2021, Camp added two new products to its expanding line of healthy, veggie-based, family-friendly

Currently, Camp has four flavors available for purchase:

Classic Cheddar Mac 'N' Cheese, White Cheddar Mac 'N' Cheese, Vegan Cheezy

Mac, and Twist Veggie Pasta.

Camp, which first launched in 2020, represents the first investment within the Creatd Ventures portfolio.

Dune Glow Remedy (“Dune”), acquired by Creatd through a series of noncontrolling interest acquisitions prior to the third quarter of 2021, the Company announced its intent to purchase a controlling stake in Dune Glow Remedy (“Dune”).

The Company subsequently announced the completion of its purchase of a 50.4% majority stake in the fourth quarter of 2021.

Brought to market in 2021, Dune is a beverage brand focused on promoting wellness and beauty from within.

Each beverage in Dune’s product line is meticulously crafted with functional ingredients that nourish skin from the inside out and enhance one's natural glow.

Basis , which was acquired by the Company subsequent to year-end 2021, in March of 2022.

Founded in 2017, Basis is a hydrating electrolyte drink mix formulated using rehydration therapies developed by the World Health Organization.

Historically, Basis has shown strong sales volume both on the brand’s website as well as through third-party distribution channels such as Amazon.

Creatd’s acquisition of 100% ownership in Basis marks the third majority ownership acquisition for Creatd Ventures.

Creatd Studios

The goal of Creatd Studios

is to elevate creators’ stories to TV, film, books, podcasts, video, and more.

● Transmedia Assets :

With millions of compelling stories in

its midst, Creatd’s technology surfaces the best candidates for transmedia adaptations, through community and creator data insights.

Then, Creatd Studios helps creators tell their existing stories in new ways, by partnering them with entertainment and publishing studios

to create unique content experiences that accelerate earnings, discoverability, and open doors.

● OG Gallery :

The OG Collection is an extensive library of original

artwork and imagery from the archives of some of the most iconic magazines of the 20th century.

OG Gallery is an exploratory initiative

aimed at identifying opportunities to propel the OG Collection into a new technological sphere:

the NFT marketplace.

Application of First-Party

Creatd’s business

intelligence and marketing teams identify and target individual creators, communities, and brands, utilizing empirical data harnessed

from the Vocal platform.

The team’s ability to apply its proprietary first-party data works to reduce acquisition costs for new

creators and to help provide brands with conversions and an ideal targeted audience.

In this way, our ability to apply first-party data

is one of the value-drivers for the Company across its four business pillars.

Importantly, we do not

sell the collected data, that being a common monetization opportunity for many other businesses.

Instead, we use our collected first-party

data for the purposes of bettering the platform.

Specifically, our data helps us understand the behaviors and attributes that are

common among the creators, brands, and audiences within our ecosystem.

We then pair our first-party Vocal data with third-party

data from distribution platforms such as Facebook and Snapchat to provide a more granular profile of our creators, brands, and

It is through generating this valuable

first-party data that we can continually enrich and refine our targeting capabilities for branded content promotion and creator

acquisition, and specifically, to reduce our creator acquisition costs (CAC) and subscriber acquisition costs (SAC).

Lower acquisition

costs combined with increasing lifetime value (LTV) per subscriber, means that our enterprise value is accelerating each time we

acquire a new user.

We anticipate the lifetime value of our subscribers to increase as we introduce more features that cater to

the needs of our creators.

It is Vocal’s unique capability to collect and apply first-party behavioral data that allows us

to simultaneously increase the LTV of our subscribers over time, while lowering the cost to acquire them.

In fact, the link between

incentivizing creators and lowering creator acquisition costs is a primary focus of the data science team, and an important consideration

for every feature we develop for the Vocal platform.

The idea for Vocal

came as a response to what Creatd’s founders recognized as systemic flaws inherent to the digital media industry and its

operational infrastructures.

Depreciating value of digital media business models built on legacy technology platforms created a

unique opportunity for development of a creator-centric platform that could appeal to a global community and, at the same time,

be capable of acquiring undervalued complimentary technology assets.

Creatd’s

founders built the Vocal platform upon the general thesis that a closed and safe ecosystem utilizing first-party data to increase

efficiencies could create a sustainable and defensible business model.

Vocal was strategically developed to provide value for content

creators, readers, and brands, and to serve as a home for the ever-increasing amount of digital content being produced and the

libraries of digital assets lying dormant.

is most commonly discussed as a combination of:

a platform for writers built by former Twitter founder Ev Williams;

a social news aggregation, web content rating, and discussion website;

a membership platform that provides business tools for content creators to run a subscription

Creatd does not see Vocal as a substitute or competitor to segment-specific content platforms, such as Vimeo, YouTube, Instagram, or

We don’t want to replace anyone;

Specifically, our data helps us understand the behaviors and attributes that are common

among the creators, brands, and audiences within our ecosystem.

We then pair our first-party Vocal data with third-party data from distribution

platforms such as Facebook and Snapchat to provide a more granular profile of our creators, brands, and audiences.

It is through generating this valuable first-party

data that we can continually enrich and refine our targeting capabilities for branded content promotion and creator acquisition, and specifically,

to reduce our creator acquisition costs (CAC) and subscriber acquisition costs (SAC).

The idea for Vocal came

as a response to what Creatd’s founders recognized as systemic flaws inherent to the digital media industry and its operational

infrastructures.

Depreciating value of digital media business models built on legacy technology platforms created a unique opportunity

for development of a creator-centric platform that could appeal to a global community and, at the same time, be capable of acquiring undervalued

complimentary technology assets.

Creatd’s founders

built the Vocal platform upon the general thesis that a closed and safe ecosystem utilizing first-party data to increase efficiencies

could create a sustainable and defensible business model.

Vocal was strategically developed to provide value for content creators, readers,

and brands, and to serve as a home for the ever-increasing amount of digital content being produced and the libraries of digital assets

lying dormant.

Vocal is most commonly discussed as a combination

● Medium, a platform for writers built by former Twitter founder Ev Williams;

● Reddit, a social news aggregation, web content rating, and discussion website;

● Patreon, a membership platform that provides business tools for content creators to run a subscription

Creatd does not view Vocal as a substitute or

competitor to segment-specific content platforms, such as Vimeo, YouTube, Instagram, or SoundCloud.

We don’t want to replace anyone;

we built Vocal to be accretive to the entire digital ecosystem.

In fact, one of the

most powerful components of our technology is the fact that Vocal makes it easy for creators to embed their existing published content,

including videos, songs, podcasts, photographs, and more, directly into Vocal.

We see this as a growth opportunity by building partnerships

with the world’s greatest technology companies and to further spread our roots deeper into the digital landscape.

In fact, one of the most powerful components of our technology is the

fact that Vocal makes it easy for creators to embed their existing published content, including videos, songs, podcasts, photographs,

and more, directly into Vocal.

We see this as a growth opportunity by building partnerships with the world’s greatest technology

companies and to further spread our roots deeper into the digital landscape.

Revenue Model

Creatd’s

revenues are primarily generated through:

Creatd’s revenues

are primarily generated through:

Creator Subscriptions:

1 unchanged sentence

At approximately $10 per month, Vocal+ offers creators a strong value proposition for freemium users to upgrade, while providing a scalable source of monthly recurring gross revenue for Creatd.

Management projects 100,000 paid subscribers in 2021.

● Marketing Partnerships:

Vocal partners with leading brands

and creators through its internal content studio, Vocal for Brands, to produce influencer and content marketing campaigns, including

sponsored Challenges, that leverage the power of Vocal.

Branded stories and Challenges are optimized for conversions, distributed

to a targeted audience based on Vocal’s first-party data, and are optimized for conversions to maximize revenue growth.

Vocal partners with leading brands and creators through its internal content

studio, Vocal for Brands, to produce content marketing campaigns, including sponsored Challenges, that leverage the power

Branded stories and Challenges are optimized for conversions, distributed to a targeted audience based on Vocal’s first-party

data, and are optimized for conversions to maximize revenue growth.

Additionally, marketing partnerships are brokered through the Company’s

in-house influencer talent management firm, WHE, which manages and promotes a growing roster of influencer talent who partner with brands

on marketing campaigns both inside and outside the Vocal platform.

● Managed Services:

Creatd’s in-house marketing agency

for e-commerce, Seller’s Choice, provides direct-to-consumer brands with design, development, strategy, and sales optimization

Processing Fees and Microtransactions:

Creatd’s in-house marketing agency for e-commerce, Seller’s Choice,

provides direct-to-consumer brands with design, development, strategy, and sales optimization services.

● Platform Processing Fees and Microtransactions:

With Tipping and other types of microtransactions,

audiences can engage and support their favorite Vocal creators by actively investing

in their creativity.

Vocal takes a platform processing fee on all transactions.

Tip sent on Vocal generates revenue for the Company in the form of platform processing

For Vocal Free creators, we retain a 7% platform processing fee for every Tip exchanged.

audiences can engage and support their favorite Vocal creators by actively investing in their creativity.

Vocal takes a platform processing

fee on all transactions.

Each Tip sent on Vocal generates revenue for the Company in the form of platform processing fees.

For Vocal Free

creators, we retain a 7% platform processing fee for every Tip exchanged.

For Vocal+ creators, we retain a 2.9% platform processing fee.

● Affiliate sales:

Vocal generates revenue through affiliate marketing relationships, which pays

the Company a percentage of purchases made on our platform.

Affiliate relationships include

Amazon, Skimlinks, Tune, and more.

This represents a unique opportunity in the post-pandemic

environment where brands need expansive distribution pipelines such as Vocal to reach

broader audiences.

Affiliate relationships include Amazon, Skimlinks, Tune, and more.

This represents

a unique opportunity in the post-pandemic environment where brands need expansive distribution pipelines such as Vocal to reach broader

● E-commerce:

Our e-commerce strategy involves revitalizing archival imagery and media content

in dormant legacy portfolios.

Our curation and data capabilities have helped us create

scalable and definable value for our internal collection of media assets through financing,

trademarking, licensing, and production opportunities.

Creatd has an exclusive license

to leverage the stories housed on Vocal, reimagining them for films, episodic shows,

games, graphic novels, collectibles, books, and more.

Growth Strategy:

Continued growth

is likely to be achieved by focusing on the following key areas:

Creator Growth:

Vocal brings new creators, their audience, and brands to its platform

through organic growth, performance marketing, and brand-building campaigns that drive awareness.

As the Vocal team continues

to collect first-party behavioral data, we are able to further refine an ideal user profile and hone a specific targeting

strategy to effectively scale the platform’s creator base.

Our product roadmap includes new features that will work

to incentivize creators to help us expand the Vocal network organically;

upcoming features include creator referrals and gated

content, which will enable creators to utilize Vocal’s microtransaction capabilities to charge recurring fees for exclusive

With these new features, creators will have further opportunities to get discovered and earn on Vocal, which works

to the benefit of the entire platform.

Brand Partnerships:

Continued investment in new product offerings for brand storytelling on Vocal with the goal of increasing the value to brands in the form of analytics, audience engagement, and conversion data for their products and services.

The Vocal for Brands in-house content studio is constantly evolving in order to elevate brand relationships, both qualitatively and quantitatively.

Licensing and Transmedia Opportunities:

In collaboration with other production and media companies, as well as with our expanding user base, we look for content that can be leveraged for adaptation to film, television, digital shorts, books, and comic series.

We believe that Vocal’s ever-expanding community of creators and influencers affords us with the unique opportunity to cultivate these relationships.

This initiative is referred to by the Company as Recreatd .

White Label Opportunities:

White-labeling Vocal’s underlying platform architecture can be utilized for application in a range of industries, including use by sports franchises, trade companies, education organizations, companies in the financial sector, and others.

An example of a white label installation of Vocal currently on our drawing board is a platform called Give .

The idea behind Give is to borrow Vocal’s topic-specific community structure and adapt it for the non-profit sector.

The Give platform would function as a network of vetted, verified organizations for which creators can raise awareness, funding or discussions using Vocal’s existing features like storytelling tools, community engagement, and microtransactions.

Give will provide charities with the tools and resources to capture attention and donations in what is a saturated non-profit space.

Vocal Global:

Global is Creatd’s new market expansion strategy for applying Vocal’s technology to international platform opportunities.

While the U.S., U.K., and Canada represent the vast majority of our audience, we believe there will be significant demand for our product

in overseas markets–including Asia, the Middle East, and South America–particularly for foreign language installations of

the product, an initiative which Creatd refers to as “Content Without Borders.”

Our e-commerce strategy involves revitalizing archival

imagery and media content in dormant legacy portfolios.

Our curation and data capabilities have helped us create scalable and definable

value for our internal collection of media assets through financing, trademarking, licensing, and production opportunities.

an exclusive license to leverage the stories housed on Vocal, reimagining them for films, episodic shows, games, graphic novels, collectibles,

books, and more.

Acquisition Strategy

Creatd’s hybrid finance and design culture is key to its acquisition

Acquisition targets are companies that meet a set of opportunistic or financial standards or that are part of specific digital

environments that are accretive and can seamlessly integrate into Creatd’s existing revenue lines.

Creatd will continue to make

strategic acquisitions when presented with opportunities that are in the interest of shareholder value.

Creatd’s hybrid finance and design culture

is key to its acquisition strategy.

Acquisition targets are companies that meet a set of opportunistic or financial standards or that

are part of specific digital environments that are accretive and can seamlessly integrate into Creatd’s existing revenue lines.

Creatd will continue to make strategic acquisitions when presented with opportunities that are in the interest of shareholder value.

Corporate History and Information

We were originally

incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc.

The Company changed its name

on December 3, 2013 to Great Plains Holdings, Inc.

On February 5,

2016 (the “Merger Closing Date”), we entered into an Agreement and Plan of Merger (the “Merger Agreement”)

with GPH Merger Sub, Inc., a Nevada corporation and our wholly-owned subsidiary (“Merger Sub”), and Jerrick Ventures,

Inc., a privately-held Nevada corporation headquartered in New Jersey (“Jerrick”), pursuant to which the Merger Sub

was merged with and into Jerrick, with Jerrick surviving as our wholly-owned subsidiary (the “Merger”).

the terms of the Merger Agreement, we acquired, through a reverse triangular merger, all of the outstanding capital stock of Jerrick

in exchange for issuing Jerrick’s shareholders (the “Jerrick Shareholders”), pro-rata, a total of 475,000 shares

of our common stock, par value $0.001 per share (“Common Stock”).

Additionally, we assumed 33,415 shares of Jerrick’s

Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”) and 8,064 shares of Series B Convertible Preferred

Stock (the “Jerrick Series B Preferred”).

Upon closing of

the Merger on February 5, 2016, the Company changed its business plan to our current plan.

In connection

with the Merger, on the Merger Closing Date, we entered into a Spin-Off Agreement with Kent Campbell (the “Spin-Off Agreement”),

pursuant to which Mr.

Campbell purchased (i) all of our interest in Ashland Holdings, LLC, a Florida limited liability company,

and (ii) all of our interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 13,030 shares of our common

stock held by Mr.

We were originally incorporated

under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc.

The Company changed its name on December 3, 2013

to Great Plains Holdings, Inc.

On February 5, 2016 (the

“Merger Closing Date”), we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GPH Merger

Sub, Inc., a Nevada corporation and our wholly-owned subsidiary (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held

Nevada corporation headquartered in New Jersey (“Jerrick”), pursuant to which the Merger Sub was merged with and into Jerrick,

with Jerrick surviving as our wholly-owned subsidiary (the “Merger”).

Pursuant to the terms of the Merger Agreement, we acquired,

through a reverse triangular merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders

(the “Jerrick Shareholders”), pro-rata, a total of 475,000 shares of our common stock, par value $0.001 per share (“Common

Additionally, we assumed 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series

A Preferred”) and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”).

closing of the Merger on February 5, 2016, the Company changed its business plan to our current plan.

connection with the Merger, on the Merger Closing Date, we entered into a Spin-Off Agreement with Kent Campbell (the “Spin-Off

Agreement”), pursuant to which Mr.

Campbell purchased (i) all of our interest in Ashland Holdings, LLC, a Florida limited liability

company, and (ii) all of our interest in Lil Marc, Inc., a Utah corporation, in exchange for the cancellation of 13,030 shares of our

common stock held by Mr.

In addition, Mr.

1 unchanged sentence

prior to the Merger, pursuant to the terms and conditions of the Spin-Off Agreement.

Effective February

28, 2016, we entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”), pursuant to which we

became the parent company of Jerrick Ventures, LLC, our wholly-owned operating subsidiary (the “Statutory Merger”).

On February 28,

2016, we changed our name to Jerrick Media Holdings, Inc.

February 28, 2016, we entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”), pursuant to which

we became the parent company of Jerrick Ventures, LLC, our wholly-owned operating subsidiary (the “Statutory Merger”).

February 28, 2016, we changed our name to Jerrick Media Holdings, Inc.

to better reflect our new business strategy.

On July 25, 2019, we filed a certificate

of amendment to our articles of incorporation, as amended (the “Amendment”), with the Secretary of State of the State

of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of our common stock

without any change to its par value.

July 25, 2019, we filed a certificate of amendment to our articles of incorporation, as amended (the “Amendment”), with the

Secretary of State of the State of Nevada to effectuate a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”)

of our common stock without any change to its par value.

The Amendment became effective on July 30, 2019.

The number of shares of authorized common

stock was proportionately reduced as a result of the Reverse Stock Split.

The number of shares of authorized

common stock was proportionately reduced as a result of the Reverse Stock Split.

The number of shares of authorized preferred stock was

1 unchanged sentence

No fractional shares were issued in connection with the Reverse Stock Split as all fractional

shares were “rounded up”

to the next whole share.

All share and per share amounts for the common stock indicated

in this Form 10-K have been retroactively restated to give effect to the Reverse Stock Split.

On September 11, 2019, the Company acquired

100% of the membership interests of Seller’s Choice, LLC, a New Jersey limited liability company (“Seller’s Choice”).

Seller’s Choice is digital e-commerce agency based in New Jersey (see Note 4).

On July 13, 2020, upon approval from our

board of directors and stockholders, we filed Second Amended and Restated Articles of Incorporation with the Secretary of State

of the State of Nevada for the purpose of increasing our authorized shares of Common Stock to 100,000,000.

On August 13, 2020, we filed a certificate of amendment to our

second amended and restated articles of incorporation (the “Amendment”), with the Secretary of State of the State of

Nevada to effectuate a one-for-three (1:3) reverse stock split (the “August 2020 Reverse Stock Split”) of our common

stock without any change to its par value.

shares were “rounded up” to the next whole share.

share and per share amounts for the common stock indicated in this Form 10-K have been retroactively restated to give effect to the Reverse

September 11, 2019, the Company acquired 100% of the membership interests of Seller’s Choice, LLC, a New Jersey limited liability

company (“Seller’s Choice”).

Seller’s Choice is digital e-commerce agency based in New Jersey (see Note 4).

July 13, 2020, upon approval from our board of directors and stockholders, we filed Second Amended and Restated Articles of Incorporation

with the Secretary of State of the State of Nevada for the purpose of increasing our authorized shares of Common Stock to 100,000,000.

August 13, 2020, we filed a certificate of amendment to our second amended and restated articles of incorporation (the “Amendment”),

with the Secretary of State of the State of Nevada to effectuate a one-for-three (1:3) reverse stock split (the “August 2020 Reverse

Stock Split”) of our common stock without any change to its par value.

The Amendment became effective on August 17, 2020.

No fractional shares were issued

in connection with the August 2020 Reverse Stock Split as all fractional shares were rounded down to the next whole share.

share and per share amounts of our common stock listed in this Form 10-K have been adjusted to give effect to the August 2020 Reverse

On September 9, 2020, the Company filed

a certificate of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”,

which became effective on September 10, 2020.

Recent Developments

Nasdaq Letter of Reprimand

On January 4, 2021, the Company received

a letter from the staff of The Nasdaq Capital Market (the “Exchange”) notifying the Company that the Exchange had determined

to delist the Company’s common stock and warrants from the Exchange based on the Company’s non-compliance with the

Exchange’s (i) $5 million stockholders’

equity requirement for initial listing pursuant to Nasdaq Listing Rule 5505(b),

(ii) the $2.5 million stockholders’

equity requirement or any of the alternatives for continued listing pursuant to Nasdaq

Listing Rule 5550(b), and (iii) the Company’s failure to provide material information to the Exchange pursuant to Nasdaq

No fractional

shares were issued in connection with the August 2020 Reverse Stock Split as all fractional shares were rounded down to the next whole

All share and per share amounts of our common stock listed in this Form 10-K have been adjusted to give effect to the August 2020

Reverse Stock Split.

September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our name

to “Creatd, Inc.”, which became effective on September 10, 2020.

Direct Offering –March 2022

March 7, 2022, the Company entered into a securities purchase agreement (the “Purchase Agreement”) with thirteen accredited

investors resulting in the raise of $2,659,750 in gross proceeds to the Company.

Pursuant to the terms of the Purchase Agreement, the

Company agreed to sell in a registered direct offering an aggregate of 1,519,857 shares of the Company’s common stock, par value

$0.001 per share (the “Common Stock”) together with warrants to purchase an aggregate of 1,519,857 shares of Common Stock

(the “Warrants”) at an exercise price of $1.75 per share (collectively, the “Offering”).

The warrants will be

immediately exercisable and will expire on March 9, 2027.

Offering closed on March 9, 2022, after the satisfaction of customary closing conditions as set forth in the Purchase Agreement.

gross proceeds from the Offering were $2,659,750, before deducting Offering expenses, which will be used for general corporate purposes,

including working capital.

shares of Common Stock were offered and sold by the Company pursuant to a prospectus supplement, which was filed with Securities and

Exchange Commission (the “SEC”) on March 9, 2022, in connection with a takedown from the Company’s effective shelf

registration statement on Form S-3, which was filed with the SEC on November 25, 2020 and subsequently declared effective on April 23,

2021 (File No.

333-250982) (the “Shelf Registration Statement”).

Notice of Delisting

January 4, 2021, the Company received a letter from the staff of The Nasdaq Capital Market (the “Exchange”) notifying the

Company that the Exchange had determined to delist the Company’s common stock and warrants from the Exchange based on the Company’s

non-compliance with the Exchange’s (i) $5 million stockholders’ equity requirement for initial listing pursuant to Nasdaq

Listing Rule 5505(b), (ii) the $2.5 million stockholders’ equity requirement or any of the alternatives for continued listing pursuant

to Nasdaq Listing Rule 5550(b), and (iii) the Company’s failure to provide material information to the Exchange pursuant to Nasdaq

Listing Rule 5250(a)(1).

On February 11, 2021, the Company met with

the Exchange’s Hearings Panel (the “Panel”) with respect to such determination, in accordance with the Exchange’s

rules and, pursuant to such request by the Company to appeal, the delisting of the Company’s securities and the Form 25 Notification

of Delisting filing was stayed pending the Panel’s decision.

On March 9, 2021, the Exchange notified

the Company that the Panel had determined to continue the listing of the Company on the Exchange.

Notwithstanding the Panel’s

determination to continue the listing of the Company’s securities on the Exchange, the Panel issued a public reprimand letter

to the Company, pursuant to Listing Rule 5815(c)(1)(D), based on its finding “that the Company failed to meet the initial

listing criteria with respect to stockholders’

equity and failed to provide Nasdaq with material information with respect

to that deficiency.”

Specifically, the Panel found that the Company failed to comply with Listing Rule 5250(a)(1), requiring

it to notify Nasdaq of certain significant developments that led to the Company’s prior representations about its ability

February 11, 2021, the Company met with the Exchange’s Hearings Panel (the “Panel”) with respect to such determination,

in accordance with the Exchange’s rules and, pursuant to such request by the Company to appeal, the delisting of the Company’s

securities and the Form 25 Notification of Delisting filing was stayed pending the Panel’s decision.

March 9, 2021, the Exchange notified the Company that the Panel had determined to continue the listing of the Company on the Exchange.

Notwithstanding the Panel’s determination to continue the listing of the Company’s securities on the Exchange, the Panel

issued a public reprimand letter to the Company, pursuant to Listing Rule 5815(c)(1)(D), based on its finding “that the Company

failed to meet the initial listing criteria with respect to stockholders’ equity and failed to provide Nasdaq with material information

with respect to that deficiency.” Specifically, the Panel found that the Company failed to comply with Listing Rule 5250(a)(1),

requiring it to notify Nasdaq of certain significant developments that led to the Company’s prior representations about its ability

to satisfy the initial listing requirements being inaccurate.

In reaching its determination to continue the listing of the Company

on Nasdaq, the Panel acknowledged that the Company has since demonstrated compliance with the initial listing requirement for stockholders’

In reaching its determination to continue the listing of the Company on

Nasdaq, the Panel acknowledged that the Company has since demonstrated compliance with the initial listing requirement for stockholders’

equity and all other applicable initial listing requirements.

The Panel also determined that the violations were inadvertent and

that the Company had relied on advice of counsel at the time in its interactions with the Nasdaq staff (“Staff”).

Panel also acknowledged the Company’s efforts to implement structural changes within the Company to avoid similar misstatements

in the future and that would allow for proper accounting and disclosure on an ongoing basis.

A Panel Monitor has been implemented under Listing Rule 5815(d)(4)(A)

for a period of one year from the date of the Letter.

In the event that the Company becomes deficient with respect to any continued

listing requirement, the Company will not be afforded the opportunity to submit a compliance plan for Staff’s consideration

and Staff will issue a Delist Determination Letter and promptly schedule a new hearing under Listing Rule 5810(c)(2), at which

the Company may present a compliance plan for the Panel’s consideration.

In the event of a new hearing, any suspension or

delisting action would be stayed pending the completion of the hearings process and the expiration of any additional extension

period granted by the Panel following the hearing.

Sale of Series E Convertible Preferred

On December 29, 2020 (the “Effective Date”), the

Company entered into securities purchase agreements (the “Purchase Agreement”) with thirty-three accredited investors

(the “Investors”), whereby, at the closing, the Investors have agreed to purchase from the Company an aggregate of

(i) 7,778 shares of the Company’s Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred

Stock”);

and (ii) 2,831,715 warrants (the “Warrants”) to purchase shares of the Company’s common stock,

par value $0.001 per share (the “Common Stock”).

The Series E Preferred Stock is convertible into a total of 1,887,810

shares of Common Stock (the “Conversion Shares”).

The combined purchase price of one Conversion Share and one and a

half Warrant was $4.12.

The aggregate purchase price for the Series E Preferred Stock and Warrants was $7,777,777.77.

for the purchase of 7,738 shares of Series E Preferred Stock, convertible into 1,878,101 shares of Common Stock, and 2,817,152

Warrants occurred on between December 29 and December 31, 2020.

The closing for the remaining 40 shares of Series E Preferred Stock,

convertible into 9,709 shares of Common Stock, and 14,563 Warrants occurred on January 4, 2021.

Appointment of New Director

On October 27, 2020, the Board of the Company

increased the size of the Board to six members and appointed LaBrena Martin to fill that newly-created vacancy and serve as a member

of the Board.

In connection with her appointment to the Board, the Board appointed Ms.

Martin to serve as a member of the Audit

and Compensation Committees and as the Chair of the Nominating and Corporate Governance Committee.

Martin will hold office

until the next annual meeting of stockholders, or until her successor is duly elected and qualified or her earlier resignation

Over-Allotment Option Exercise

As previously reported on a Current Report

on Form 8-K of the Company, on September 15, 2020, the Company consummated an underwritten public offering (the “Offering”)

of 1,725,000 units of securities (the “Units”), with each Unit consisting of (i) one share of common stock, par value

$0.001 per share (“Common Stock”), and (ii) one five-year warrant to purchase one share of Common Stock at an exercise

price of $4.50 per share (the “Warrants”), pursuant to that certain Underwriting Agreement, dated September 10, 2020,

by and between the Company and The Benchmark Company, LLC, acting as the representative (the “Representative”) of the

several underwriters named therein (collectively, the “Underwriters”).

The Units were sold at a price of $4.50

per Unit, generating gross proceeds to the Company of $7.7625 million.

The Company granted the Underwriters a 45-day option to

purchase up to 258,750 shares of Common Stock and/or 258,750 Warrants to purchase Common Stock to cover over-allotments, if any.

On October 6, 2020, the Underwriters partially

exercised the over-allotment option and on October 8, 2020, purchased an additional 258,750 Warrants, generating gross proceeds,

before deducting underwriting discounts and commissions, of $2,587.50.

Appointment of Chief Operating Officer

Effective September 28, 2020, the board

of directors of the Company appointed Laurie Weisberg as Chief Operating Officer of the Company.

Weisberg also currently serves

as a member of the Company’s board of directors.

As of March 31, 2021, we had 42 full-time

employees and 12 part-time employees.

None of our employees are subject to a collective bargaining agreement, and we believe our

relationship with our employees to be good.

We believe that our future success will

depend in part on our continued ability to attract, hire and retain qualified personnel.

Our human capital resources objectives

include identifying, recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.

The principal purposes of our equity and cash incentive plans are to attract, retain and reward personnel through the granting

of stock-based and cash-based compensation awards, in order to increase stockholder value and the success of our company by motivating

such individuals to perform to the best of their abilities and achieve our objectives.

The Panel also determined that the violations were inadvertent and that

the Company had relied on advice of counsel at the time in its interactions with the Nasdaq staff (“Staff”).

The Panel also

acknowledged the Company’s efforts to implement structural changes within the Company to avoid similar misstatements in the future

and that would allow for proper accounting and disclosure on an ongoing basis.

Panel Monitor has been implemented under Listing Rule 5815(d)(4)(A) for a period of one year from the date of the Letter.

that the Company becomes deficient with respect to any continued listing requirement, the Company will not be afforded the opportunity

to submit a compliance plan for Staff’s consideration and Staff will issue a Delist Determination Letter and promptly schedule

a new hearing under Listing Rule 5810(c)(2), at which the Company may present a compliance plan for the Panel’s consideration.

In the event of a new hearing, any suspension or delisting action would be stayed pending the completion of the hearings process and

the expiration of any additional extension period granted by the Panel following the hearing.

On March 1, 2022, the Company received a letter (the “Letter”) from the staff of The Nasdaq Capital Market (the

“Exchange”) notifying the Company that the Exchange has determined to delist the Company’s common stock from the

Exchange based on the Company’s Market Value of Listed Securities for the 30-consecutive day period between January 15, 2022

and February 25, 2022 falling short of the requirements under Listing Rule 5550(b)(2) (the “Rule”).

Although a 180-day

period is typically allowed for an issuer to regain compliance, the Company is not eligible to use such compliance period, as the

Exchange had instituted a Panel Monitor through March 9, 2022.

Company is pursuing an appeal to the Panel of such determination, in accordance with the Exchange’s rules and, pursuant to such

request by the Company to appeal, the delisting of the Company’s securities and the Form 25 Notification of Delisting filing will

be stayed pending the Panel’s decision.

Company intends to present to the Panel evidence that the Company has regained compliance with the Rule;

however, there can be no assurance

that the Panel will grant the Company’s request for continued listing.

Letter has no immediate impact on the listing of the Company’s common stock or warrants, which will continue to be listed and traded

on the Exchange, subject to the Company’s compliance with other continued listing requirements.

The Company’s receipt of

the Letter does not affect the Company’s business, operations or reporting requirements with the Securities and Exchange Commission.

Purchase Agreement

March 1, 2022, the Company entered into securities purchase agreements with twenty-eight (28) accredited investors whereby, at the closing,

such investors purchased from the Company an aggregate of (i) 1,401,457 shares of the Company’s common stock, par value $0.001

per share and (ii) 1,401,457 warrants to purchase shares of common stock, for an aggregate purchase price of $2,452,550.

Such warrants

are exercisable for a term of five-years from the date of issuance, at an exercise price of $1.75 per share, and provide for cashless

exercise to the extent that there is no registration statement available for the underlying shares of common stock.

The Benchmark Company,

LLC acted as exclusive financial advisor for the Company in connection with the financing and is entitled to receive 125,000 shares of

common stock as compensation for its services.

The closing of the financing occurred on March 1, 2022.

of Directors and Management

of New Directors

February 17, 2022, the Board of Directors (the “Board”) of the Company appointed Joanna Bloor, Brad Justus, and Lorraine

Hendrickson to serve as members of the Board.

Bloor has been nominated to, and will serve as, chair of the Compensation Committee,

and to be a member of the Audit Committee and Nominating & Corporate Governance Committee.

Justus has been nominated, and will

serve as, chair of the Nominating & Corporate Governance Committee, and to be a member of the Compensation Committee and Audit Committee.

Hendrickson has been nominated to, and will serve as, chair of the Audit Committee and to be a member of the Compensation and Nominating

& Corporate Governance Committee.

July 16, 2021, Mark Patterson notified the Board of the Company of his resignation from the Board, effective July 31, 2021.

Such resignation

was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

February 17, 2022, the Board received notice that effective immediately, Mark Standish resigned as Chair of the Board, Chair of the Audit

Committee and as a member of the Compensation Committee and Nominating & Corporate Governance Committee;

Leonard Schiller resigned

as member of the Board, Chair of the Compensation Committee and as a member of the Audit Committee and Nominating & Corporate Governance

and LaBrena Martin resigned as a member of the Board, Chair of the Nominating & Corporate Governance Committee and as

a member of the Audit Committee and Compensation Committee.

Such resignations are not the result of any disagreement with the Company

on any matter relating to the Company’s operations, policies or practices.

Restructuring

August 13, 2021, the Board approved the restructuring of the Company’s senior management team to be comprised of two Co-Chief Executive

Officers and appointed Jeremy Frommer and Laurie Weisberg to such positions (the “First Restructuring”).

Additionally, Justin

Maury was appointed Chief Operating Officer and retains his position as President.

Prior to the First Restructuring, Mr.

Frommer served

as the Company’s Chief Executive Officer and Ms.

Weisberg served as the Company’s Chief Operating Officer.

Weisberg continue to serve as members of the Board.

The Restructuring did not impact the role or functions of the Company’s

Chief Financial Officer, Chelsea Pullano.

February 17, 2022, the Board of the Company approved the restructuring of the Company’s senior management team to eliminate the

Co-Chief Executive Officer role, appointing Jeremy Frommer as Executive Chairman and Founder, and appointing Laurie Weisberg as Chief

Executive Officer (the “Second Restructuring”).

Prior to the Second Restructuring, Mr.

Frommer and Ms.

Weisberg served as

the Company’s co-Chief Executive Officers and Ms.

Weisberg served as the Company’s Chief Operating Officer.

The Second Restructuring

does not impact the role or functions of the Company’s Chief Financial Officer, Chelsea Pullano, or the role or functions of the

Company’s President and Chief Operating Officer, Justin Maury.

Camp LLC Purchase

June 4, 2021, the Company, through its wholly owned subsidiary, Creatd Partners, LLC, a Delaware limited liability company (the “Purchaser”),

entered into a Membership Interest Purchase Agreement (the “MIPA”) with Angela Hein and Heidi Brown (the “Sellers”),

pursuant to which the Purchaser acquired 841,005 common units of Plant Camp LLC, a Delaware limited liability company (“Plant Camp”)

from the Sellers, resulting in the Purchaser owning 89% of the issued and outstanding equity of Plant Camp.

with the execution of the MIPA, and having met all conditions precedent in the MIPA, the parties to the MIPA consummated the closing

of the transactions contemplated by the MIPA (the “Closing”).

At the Closing, the Purchaser acquired a majority interest

in Plant Camp in exchange for a cash payment to the Sellers of $300,000.

The MIPA contains customary representations, warranties, covenants,

indemnification and other terms for transactions of a similar nature.

the Closing Date, the Amended and Restated Liability Company Operating Agreement of Plant Camp was amended and restated (the “Second

A&R Operating Agreement”) to reflect the purchase and sale of the Membership Interests pursuant to the MIPA.

Public Offering

June 17, 2021, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with The Benchmark Company

LLC (“Benchmark” or the “Underwriter”), pursuant to which we agreed to sell to the Underwriter in a firm commitment

underwritten public offering (the “Offering”) an aggregate of 750,000 shares of the Company’s common stock, par value

$0.001 per share, at a public offering price of $3.40 per share.

The Company also granted the Underwriter a 30-day option to purchase

up to an additional 112,500 shares of common stock to cover over-allotments, if any.

The Offering closed on June 21, 2021.

acted as sole bookrunner for the Offering.

The Offering was made pursuant to a prospectus supplement dated June 17, 2021, and a

base prospectus dated April 23, 2021, which is part of a registration statement on Form S-3 (File No.

333-250982) that was filed with

the Securities and Exchange Commission (the “Commission”) on November 25, 2020, as amended on April 9, 2021, and declared

effective by the Commission on April 23, 2021.

The Underwriter received a discount in the amount of 7% of the aggregate gross proceeds

received by the Company in connection with the Offering, warrants equal to 5% of the total of all shares issued in the Public Offering,

including overallotment shares, exercisable six months from the date of issuance, at the price of $4.08, for a period of five years (the

“Underwriter Warrants”), and reimbursement of certain expenses.

Underwriting Agreement included customary representations, warranties and covenants, and customary conditions to closing, expense and

reimbursement obligations and termination provisions.

Additionally, under the terms of the Underwriting Agreement, we have agreed to

indemnify the Underwriter against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute

to payments the Underwriter may be required to make in respect of these liabilities.

gross proceeds to the Company from the sale of 750,000 shares of Common Stock, before deducting underwriting discounts and commissions

and estimated offering expenses payable by us, will be $2,550,000.

We used the net proceeds from the Offering for working capital and

general corporate purposes.

Agency Transaction

July 20, 2021, the Company entered into, through its wholly owned subsidiary, Creatd Partners, LLC (“Creatd Partners”),

a Stock Purchase Agreement (the “Purchase Agreement”) with individuals named therein (collectively, the “Sellers”),

pursuant to which Creatd Partners acquired from the Sellers, subject to the terms and conditions of the Purchase Agreement and other

related agreements (the “Transaction Documents”) 1,158,000 shares of common stock of WHE Agency, Inc.

(“WHE Agency”),

a talent management and public relations agency that primarily focuses on representation and management of family and lifestyle-focused

influencers and digital creators.

The equity interest acquired in the Transaction (as defined below) along with the Voting Agreements

described below equals fifty-five (55%) of the voting power and forty-four (44%) of the ownership of WHE Agency’s issued and

outstanding shares, determined on a fully diluted basis post-transaction.

to the Purchase Agreement, the Sellers sold, transferred, assigned, conveyed and delivered to Creatd Partners their respective issued

and outstanding shares of common stock in WHE Agency (the “Transaction”).

The aggregate closing consideration of the Transaction

is $1,038,271, which consists of a combination of cash, in the amount of $144,750 (“Cash Consideration”), and the remaining

$893,521 issued to the Sellers in the form of 224,503 shares of the Company’s restricted common stock (“Closing Share Consideration”).

Transaction closed on July 23, 2021 (the “Closing”).

At the Closing, Sellers received their respective portion of the aggregate

closing consideration in the form of a combination of Cash Consideration and Closing Share Consideration, except for 5% of the total

Closing Share Consideration that will be subject to a twelve (12) month Indemnification Holdback Period.

shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), were issued as part of

the Closing Share Consideration (the “Shares”) to the Sellers are “restricted securities,” as defined in Rule

144(a)(3) under the Securities Act of 1933, as amended (the “Act”), and accordingly the Shares may not be resold by the Sellers

without registration under the Act or an available exemption from registration.

Under the Purchase Agreement, the Company will be obligated

to file with the Securities and Exchange Commission (the “SEC”) within ten business days after the Closing, a registration

statement on Form S-1 or Form S-3 registering the resale of the Shares by the Sellers under the Act to cover the resale of the Shares

issued to the Sellers.

Purchase Agreement contain representations and warranties made by and to the parties thereto as of specific dates.

The Purchase Agreement

includes customary representations, warranties and covenants of the Company, Sellers and WHE Agency.

The representations and warranties

made by each party were made solely for the benefit of the other parties and (i) were not intended to be treated as categorical statements

of fact, but rather as a way of allocating the risk between the parties to the Purchase Agreement if those statements prove to be inaccurate;

(ii) may have been qualified in the Purchase Agreement by disclosures that were made to the other party in disclosure schedules to the

Purchase Agreement, and (iii) were made only as of the date of the Purchase Agreement or such other date or dates as may be specified

in the Purchase Agreement.

connection with entering into the Purchase Agreement, Creatd Partners entered into a certain Voting Agreement and Proxy (the “Voting

Agreement”) with certain beneficial owners that collectively own 11% percent of WHE Agency’s issued and outstanding restricted

common stock (“Restricted Stockholders”).

Through the Voting Agreements entered into with the Restricted Stockholders, Creatd

Partners effectively controls 55% of the total voting power of the Company in the aggregate.

The Voting Agreements generally require that

the stockholders who are party to the Voting Agreements vote or cause to be voted their WHE Agency shares, and execute and

deliver written consents and otherwise exercise all voting and other rights with respect to the WHE Agency shares at the direction of

Creatd Partners.

In addition, in connection with the Voting Agreements, the Restricted Stockholders delivered irrevocable proxies

to Creatd Partners.

The Voting Agreements terminate upon the twenty-year anniversary of executing the Voting Agreements.

Dune Transaction

On October 3, 2021,

we, through Creatd Partners, LLC (“Buyer”), entered into a Stock Purchase Agreement (the “Dune Agreement”) with

Standard Holdings, Inc.

(“SHI”) and Mark De Luca (“De Luca”) (SHI and De Luca, collectively the “Dune Sellers”),

and Stephanie Roy Dufault, whereby Buyer purchased a majority stake in Dune, Inc., a Delaware corporation (“Dune”).

to the Dune Agreement, which closed on October 4, 2021, Buyer acquired a total of 3,905,634 shares of the common stock of Dune (the “Purchased

The Company issued 163,344 restricted shares of the Company’s common stock to the Dune Sellers.

In addition, pursuant

to the Dune Agreement, $50,000 worth of the Company’s common stock issuable to the Dune Sellers on a pro rata basis, priced in accordance

with the terms and conditions set forth in the Dune Agreement (the “Indemnification Escrow Amount”), shall be held in escrow

and reserved in each Dune Seller’s name by the Company’s transfer agent until such time as release is authorized under the

Each of the Dune Sellers

and Buyer have made customary representations and warranties, and covenants in the Agreement.

In connection with the

Dune Agreement, Dune, Creatd Partners, Mark De Luca and SHI entered into a Stockholders Agreement dated October 3, 2021, providing for

the purchase of the Purchased Shares representing a majority stake in Dune.

The Stockholders Agreement contains customary representations

and warranties, and covenants.

Registered Direct

Offering – October 2021

On October 25, 2021,

we entered into a securities purchase agreement (the “Purchase Agreement”) with institutional investors (collectively, the

“Purchasers”) resulting in the raise of $3,825,000 in gross proceeds to the Company.

Pursuant to the terms of the Purchase

Agreement, the Company agreed to sell, in a registered direct offering, an aggregate of 850,000 shares (the “Shares”) of

the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $4.50 per Share

(the “Offering”).

The Offering closed on October 27, 2021, subject to customary closing conditions.

Pursuant to the terms

of the Purchase Agreement, each of the Purchasers was granted the right to participate in a subsequent financing in an amount up

to 25% of such subsequent financing.

Additionally, under the terms of the Purchase Agreement, the Company and its subsidiaries are prohibited

from issuing Common Stock or common stock equivalents for a period of 30 days from the date of the closing of the Purchase Agreement,

other than with respect to Exempt Issuances (as defined in the Purchase Agreement) and the Company shall not undertake a reverse or forward

stock split or reclassification of the Common Stock without the prior written consent of the Purchasers holding a majority in interest

of the Shares, except as may be required in connection with the satisfaction of the minimum bid price requirement of the principal Trading

The Benchmark Company,

LLC acted as exclusive placement agent (the “Placement Agent”) for the Company in connection with the Offering.

to that certain Placement Agency Agreement, dated as of October 25, 2021, between the Company and the Placement Agent (the “Placement

Agency Agreement”), the Placement Agent is entitled to a cash fee equal to $267,750, which represents seven percent (7.0%) of the

aggregate gross proceeds raised in the Offering, the reimbursement of certain of the Placement Agent’s expenses, and warrants to

purchase up to 42,500 shares of Common Stock at an exercise price of $5.40 per share, which represents five percent (5.0%) of the aggregate

number of Shares sold in the Offering (the “Placement Agent Warrants”).

The Placement Agent Warrants will not be exercisable

for a period of six months following the date of the closing and thereafter are exercisable for a period of five years.

The Company’s

net proceeds to the Company from the Offering were approximately $3,407,250 after deducting the Placement Agent fees and estimated expenses

payable by the Company.

As of March 31, 2022, we had 56 full-time employees

and 23 part-time employees.

None of our employees are subject to a collective bargaining agreement, and we believe our relationship with

our employees to be good.

We believe that our future success will depend

in part on our continued ability to attract, hire and retain qualified personnel.

Our human capital resources objectives include identifying,

recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants.

The principal purposes

of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based

compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform

to the best of their abilities and achieve our objectives.

Corporate Information

The Company’s address is 2050 Center Avenue Suite 640

Fort Lee, NJ 07024.

The Company’s telephone number is (201) 258-3770.

The Company’s address is 648 Broadway,

Suite 200, New York, NY 10012.

The Company’s telephone number is (201) 258-3770.

Our website is https://creatd.com.

The information

on, or that can be accessed through, this website is not part of this Form 10-K, and you should not rely on any such information

in making the decision whether to purchase the Common Stock.

on, or that can be accessed through, this website is not part of this Form 10-K, and you should not rely on any such information in making

the decision whether to purchase the Common Stock.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business