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Item 3. Legal Proceedings

2022-04-06 compared with 2021-03-31 · 42 added, 35 removed, 6 unchanged (93% of the section changed)

LEGAL PROCEEDINGS

From time to time,

we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is

subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our

Except as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually

or in the aggregate, a material adverse effect on our business, financial condition or operating results.

On or about June 25, 2020, Home Revolution,

LLC (“Home Revolution”) filed a lawsuit in the United States District Court for the District of New Jersey, Home

Revolution, LLC, et al .

From time to time, we

may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business.

Litigation is subject

to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

as set forth below, we are currently not aware of any such legal proceedings or claims that will have, individually or in the aggregate,

a material adverse effect on our business, financial condition or operating results.

On or about June 25,

2020, Home Revolution, LLC (“Home Revolution”) filed a lawsuit in the United States District Court for the District of New

Jersey, Home Revolution, LLC, et al.

Jerrick Media Holdings, Inc.

1 unchanged sentence

2:20-cv-07775-JMV-MF.

Complaint alleges, among other things, that Creatd, Inc.

breached the Membership Interest Purchase Agreement, as modified, and

ancillary transaction documents in connection with the acquisition of Seller’s Choice, LLC, from Home Revolution in September

The Complaint additionally alleges violation of the New Jersey Uniform Securities Law, violations of the Exchange Act and

Rule 10b-5 thereunder, fraud, equitable accounting, breach of fiduciary duty, conversion and unjust enrichment.

the Complaint but prior to our Answer date, Home Revolution moved by order to show cause to have a receiver appointed

by the Court to take over Creatd’s operations.

We submitted an opposition, and after oral

arguments on August 13, 2020, the Court denied the receiver request in its entirety.

We then filed a Motion to Dismiss on

August 14, 2020 on a number of grounds, the most significant of which is that this is a simple (alleged) breach of Promissory Note

Creatd is current on all payments under the Note, and because both parties are New Jersey entities a mere breach

of contract and/or collection-based case is not appropriately venued in federal court.

Upon receipt of our Motion to Dismiss,

Home Revolution submitted an Amended Complaint, presumably in an effort to cure the problems with the Complaint which we identified

in the Motion to Dismiss.

Home Revolution has subsequently initiated a series of atypical procedures and, as a result, has

(without following the Federal Rules of Civil Procedure) moved for both default and to submit yet another newly Amended

Complaint (the one precludes the other and vice versa).

After we submitted a motion to clear up

the above, the Court reinstated the matter to the docket and permitted Plaintiff to file the Second Amended Complaint (we had no

We have filed a motion to dismiss the Second Amended Complaint.

That will take some time to be decided.

We expect no major event to occur for the next 12 months.

Finally, we believe the lawsuit lacks merit and will vigorously

challenge the action.

The Complaint alleges, among

other things, that Creatd, Inc.

breached the Membership Interest Purchase Agreement, as modified, and ancillary transaction documents

in connection with the acquisition of Seller’s Choice, LLC, from Home Revolution in September 2019.

The Complaint additionally alleges

violation of the New Jersey Uniform Securities Law, violations of the Exchange Act and Rule 10b-5 thereunder, fraud, equitable accounting,

breach of fiduciary duty, conversion and unjust enrichment.

Plaintiff also sought to have a receiver appointed by the Court to take

over Creatd’s operations.

After substantial motion practice, Creatd successfully settled this dispute from June 2020 for a

total of $799,000, which includes $660,000 of note principal and $139,000 of accrued interest.

The matter has been dismissed on March

On or about August 30, 2021, Robert W.

Monster and Anonymize, Inc.

(“Monster”) filed a lawsuit in the United States District Court for the Western District of Washington at Seattle, Robert

Monster, et al.

Creatd, Inc., et al.

(Western District of Washington at Seattle 2:21-CV-1177).

The Complaint alleges, among other

things, that action for Declaratory Judgment under 28 U.S.C.

§ 2201 that Monster’s registration and use of the internet domain

name VOCL.COM (the “Domain Name”) does not violate Creatd’s rights under the Anticybersquatting Consumer Protection

Act (“ACPA”), 15 U.S.C.

§ 1125(d), or otherwise under the Lanham Act, 15 U.S.C.

§ 1051 et seq.

Creatd claims trademark

rights and certain other rights with respect to the term and the domain name VOCL.COM.

Monster seeks a determination by the Court

that Monster’s registration and/or use of VOCL.COM is not, and has not been in violation of the ACPA, and that Plaintiffs’

use of VOCL.COM constitutes neither a violation of the ACPA nor trademark infringement or dilution under the Lanham Act.

believes the lawsuit lacks merit and will vigorously challenge the action.

At this time, we are unable to estimate potential damage exposure,

if any, related to the litigation.

MINE SAFETY DISCLOSURES

1 unchanged sentence

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 3. Legal Proceedings