What changed in this filing

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Item 5. Market for Registrant’s Common Equity

2022-04-06 compared with 2021-03-31 · 42 added, 463 removed, 3 unchanged (99% of the section changed)

MARKET FOR REGISTRANT’S

COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

MARKET FOR REGISTRANT’S COMMON

EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our Common Stock is listed on The Nasdaq

Capital Market under the symbol “CRTD”.

As of March 31, 2021, there were approximately

222 registered holders of record of our Common Stock, and approximately 12 holders of record of our Series E Convertible Preferred Stock.

Since certain shares of our Common Stock are held by brokers and other institutions on behalf of stockholders, the foregoing number of

holders of our Common Stock is not representative of the number of beneficial holders of our Common Stock.

To date, we have not paid cash dividends

on our Common Stock and do not plan to pay such dividends in the foreseeable future.

Our Board will determine our future dividend

policy on the basis of many factors, including results of operations, capital requirements, and general business conditions.

under the Nevada Revised Statutes, may only be paid from our net profits or surplus.

To date, we have not had a fiscal year with

net profits and, subject to a valuation by the Board of the present value of the Company’s assets, do not have surplus.

Our Common Stock is listed on The Nasdaq Capital

Market under the symbol “CRTD”.

As of March 31,

2022, there were approximately 208 registered holders of record of our Common Stock, and approximately 6 holders of record of our Series

E Convertible Preferred Stock.

Since certain shares of our Common Stock are held by brokers and other institutions on behalf of stockholders,

the foregoing number of holders of our Common Stock is not representative of the number of beneficial holders of our Common Stock.

To date, we have not paid cash dividends on our

Common Stock and do not plan to pay such dividends in the foreseeable future.

Our Board will determine our future dividend policy on

the basis of many factors, including results of operations, capital requirements, and general business conditions.

Dividends, under the

Nevada Revised Statutes, may only be paid from our net profits or surplus.

To date, we have not had a fiscal year with net profits and,

subject to a valuation by the Board of the present value of the Company’s assets, do not have surplus.

Unregistered Sales of Equity Securities

During the twelve months ended December 31, 2020, we issued

securities that were not registered under the Securities Act and were not previously disclosed in a Current Report on Form 8-K

or Quarterly Report on Form 10-Q as listed below.

All of the securities discussed in this Item 2 were issued in reliance on the

exemption under Section 4(a)(2) of the Securities Act.

Consultant Shares

During the 3 months ended December 31,

2020 the Company issued 20,762 shares to consultants.

Employee Shares

During the 3 months ended December 31, 2020 the Company issued

7,871 shares in lieu of compensation to employees.

SELECTED FINANCIAL

Not applicable.

MANAGEMENT’S

DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis

should be read in conjunction with our consolidated financial statements and related notes appearing elsewhere in this Annual Report.

In addition to historical information, this discussion and analysis contains forward-looking statements that involve risks, uncertainties,

and assumptions.

Our actual results may differ materially from those anticipated in these forward-looking statements as a result

of certain factors, including but not limited to those set forth in “Part I –

Risk Factors.”

This Form 10-K and other reports filed

by Creatd, Inc., formerly Jerrick Media Holdings, Inc.

(the “Company”), from time to time with the SEC (collectively,

the “Filings”) contain or may contain forward-looking statements and information that are based upon beliefs of, and

information currently available to, the Company’s management as well as estimates and assumptions made by Company’s

Readers are cautioned not to place undue reliance on these forward-looking statements, which are only predictions and

speak only as of the date hereof.

When used in the Filings, the words “anticipate,”

“believe,”

“estimate,”

“expect,”

“future,”

“intend,”

“plan,”

or the negative of these terms and similar

expressions as they relate to the Company or the Company’s management identify forward-looking statements.

Such statements

reflect the current view of the Company with respect to future events and are subject to risks, uncertainties, assumptions, and

other factors, including the risks relating to the Company’s business, industry, and the Company’s operations and results

of operations.

Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect,

actual results may differ significantly from those anticipated, believed, estimated, expected, intended, or planned.

Although the Company believes that the

expectations reflected in the forward-looking statements are reasonable, the Company cannot guarantee future results, levels of

activity, performance, or achievements.

Except as required by applicable law, including the securities laws of the United States,

the Company does not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are prepared in

accordance with accounting principles generally accepted in the United States (“GAAP”).

These accounting principles

require us to make certain estimates, judgments and assumptions.

We believe that the estimates, judgments and assumptions upon

which we rely are reasonable based upon information available to us at the time that these estimates, judgments and assumptions

These estimates, judgments and assumptions can affect the reported amounts of assets and liabilities as of the date of

the financial statements as well as the reported amounts of revenues and expenses during the periods presented.

Our financial statements

would be affected to the extent there are material differences between these estimates and actual results.

In many cases, the accounting

treatment of a particular transaction is specifically dictated by GAAP and does not require management’s judgment in its

There are also areas in which management’s judgment in selecting any available alternative would not produce

a materially different result.

The following discussion should be read in conjunction with our financial statements and notes thereto

appearing elsewhere in this Form 10-K.

We intend for this discussion to provide

information that will assist in understanding our financial statements, the changes in certain key items in those financial statements,

and the primary factors that accounted for those changes, as well as how certain accounting principles affect our financial statements.

Creatd is the parent company and creator

of Vocal, a robust and proprietary technology platform that uniquely serves creators, brands, and audiences by providing long-form

storytelling tools, advanced social features, and monetization opportunities.

Since launching in December 2016, Vocal has become

home to nearly one million content creators, over 20,000 paid subscribers of its Vocal+ premium membership program and attracts

over 10 million monthly visitors across its network of 36 wholly owned and operated niche communities as well as various social

media channels.

At December 31, 2020, the Company had

cash and marketable securities of approximately $8 million, and accounts receivable of $90,000.

The Company’s healthy

cash position is principally due to the net cash proceeds of $7.0 million secured at year end 2020 from the successful completion

of the Company’s Series E Convertible Preferred private placement.

a positioning year for the Company.

Expenses during

Fiscal Year 2020 encompassed numerous charges related to financing activities which are described as non-recurring.

is the case that the Company may require additional financing in 2021, the financings that occurred this year positioned the Company

for ease and relative affordability of future financings.

Restatement of Previously Issued Interim Financial

On March 13, 2021, our audit committee concluded,

after consultation with management and the Company’s financial consulting firm, that our previously issued unaudited financial

statements for the period ended September 30, 2020, included in the Company’s Quarterly Reports of Form 10-Q for the period ended

September 30, 2020, should no longer be relied upon as a result of the change in accounting for a make-whole provision.

that a derivative liability of $3,041,688 should have been recorded as of September 30, 2020.

The adjustments resulting therefrom, which

are non-cash in nature, but has no impact on previously reported cash, total assets, and revenues.

Results of Operations

Liquidity and Capital Resources

The following table summarizes total current assets, liabilities

and working capital (deficit) at December 31, 2020 compared to December 31, 2019:

Current Assets

Current Liabilities

$ (5,960,403 )

Working Capital (Deficit)

$ (10,850,767 )

At December 31, 2020, we had a working

capital of $3,115,299 as compared to a working capital deficit of $(10,850,767) at December 31, 2019, an increase in working capital

of $13,966,066.

The increase is primarily attributable to an increase in cash as a result of the completion of the September 2020

$7.7 million Equity Raise, the Sale of $7.8 million of Series E Convertible Preferred Stock in December of 2020, an increase in

marketable securities of $62,733, and promissory note increase of $561,539.

This was offset by a decrease in demand loans, convertible

notes, and related party debentures totaling $7,373,638.

Net cash used in operating activities for the

year ended December 31, 2020 and 2019, was $7,340,487 and $5,957,027, respectively.

The net loss for the year ended December 31, 2020

and 2019 was $24,162,783 and $8,035,372, respectively.

This change is primarily attributable to the net loss for the current period offset

by share-based payments in the amount of $6,861,163 to employees and consultants for services rendered, the accretion of debt discount

and debt issuance costs of $4,303,072 due to the incentives given with debentures, and a loss on extinguishment of debt of $5,586,012

in addition to a change in accounts payable and accrued expenses of $2,880,392.

These increases were offset by a change in fair value

of derivative liabilities and a change in fair value of derivative liabilities and a change in accounts receivable during the year ended

December 31, 2020.

Net cash used in investing activities for

the year ended December 31, 2020 and 2019 was $547,212 and $363,288, respectively.

This change is attributable to the cash used

to purchase marketable securities, property and equipment, and deposits for investments.

Net cash provided by financing activities for the year

ended December 31, 2020 and 2019 was $15,814,083 and $6,337,947.

During the year ended December 31, the Company was predominantly

financed by net proceeds from the issuance of preferred series E, common stock, debt and related party notes of $6,670,417, $6,662,015

and $5,152,496, respectively to fund operations.

These increases were offset by repayment of notes and related party notes of $2,150,666

and $983,752, respectively.

Summary of Statements of Operations

for the Year Ended December 31, 2020 and 2019:

Year Ended December 31,

Operating Expenses

$ (17,496,205 )

$ (7,669,984 )

Loss from operations

$ (16,283,335 )

$ (7,216,978 )

Other Expenses

$ (7,929,448 )

$ (24,212,783 )

$ (8,035,372 )

Loss per common share –

basic and diluted

Net Revenue was $1,212,870 for the year ended December 31, 2020, as compared to $453,006 for the comparable

year ended December 31, 2019, an increase of $759,864.

The increase in net revenue is primarily attributable to the launch and

growth of Vocal+ paid subscribers, the rising price points for Vocal for Brands campaigns, and the integration of Seller’s

Choice into Creatd following the Company’s successful acquisition in late third quarter 2019.

During 2020, management

completed its corporate positioning to support its goal of reaching profitable revenue growth by securing funds necessary to eliminate

its debt, attracting a marquee board and executive management talent, engaging a strategic senior marketing and sales effort, and

uplisting to Nasdaq.

Creatd’s 2020 Creator Subscription revenues are reported net of the amounts paid to subscribers

as cash prizes for winning Vocal Challenges and earnings through reads.

As Vocal+ was commercially launched early 2020, with

Vocal Challenges following soon after, both progressively grew during the year.

As Creatd Challenges increased in frequency,

in conjunction with an increase in readership, payments to Vocal+ subscribers totaled $213,182 in 2020.

Gross revenues (including

payments to Vocal+ subscribers) were $1,426,052.

Going forward, with the continued release of advancements and

new offerings to its Vocal technology platform and the resulting growth of vocal subscribers, unique monthly visitors and brand

relationships, management anticipates reporting accelerated revenue growth for the foreseeable future.

Operating Expenses

Operating expenses for the year ended December

31, 2020 were $17,496,205 as compared to $7,669,984 for the year ended December 31, 2019.

The increase of $9,826,221 in operating expenses

is mainly related to non-recurring expenses totaling approximately $1,320,000 attributed to the Nasdaq up-listing and financing activities

during the year, which included two offerings.

In addition, the Company incurred $1,100,000 of non-cash charges related

to employee option exchange for stock during second quarter, $4,100,000 in stock options granted for previously performed services to

13 members of the management team during the third quarter, and in fourth quarter $107,000 was expensed due to reimbursements from Covid-related

pay cuts enacted for several weeks during 2020.

The remainder of the increase in expenses is attributed to an increase in marketing totaling

roughly $2,000,000, and a significant increase in personnel to 42 full time and 12 part-time, including the addition of a Chief Operating

Officer and additions to the sales team with senior-level experience and long-standing brand relationships.

Going forward, the Company

expects operating expenses to materially decrease, potentially offset by a measured increase in support staff and consultants focused

on revenue growth.

During 2020, the Company’s average monthly cash burn was approximately $658,000, slightly elevated from

last year as the Company accommodated its growth strategy.

Loss from Operations

The Company incurred a loss from operations

for the year ended December 31, 2020 of $16,283,335 as compared to $7,216,978 for the year ended December 31, 2019.

in the loss from operations is primarily due to non-cash stock-based payments to consultants and employees, one-time charges related

to the Nasdaq up-listing, increase in personnel and the launch of the company’s first significant marketing campaign.

Other Expenses

Other expenses

for the year ended December 31, 2020 totaled $7,929,448 as compared to $818,394 for the year ended December 31, 2019.

Other expenses

during the year ended December 31, 2020 was comprised of interest expense of $1,376,902 on notes and related party notes as well

as a non-cash change in derivative liability of 3,019,457.

Additionally, other expenses included the non-cash, non-recurring accretion

of debt discount and issuance cost of $(4,303,072) due to the incentives given with debentures and loss on extinguishment of liabilities

of $(5,586,012) for incentives given to convert debt.

During the year ended December 31, 2019, other expenses were comprised of

interest expense of $612,830 on notes and related party notes and accretion of debt discount and issuance cost of $348,665 due

to the incentives given with debentures, loss on extinguishment of liabilities of $162,860 for the incentives given to amend or

convert debt.

Net loss attributable to common shareholders

for the year ended December 31, 2020, was $27,348,485, or loss per share of $5.68, which included a non-cash deemed dividend charge

of $3,135,702 related to fair value assigned to the series E preferred and warrants granted in financings during the year.

This compares to a net loss of $8,035,372, or loss per share of $2.93, for the year ended December 31, 2019.

Inflation did not have a material impact

on the Company’s operations for the applicable period.

Other than the foregoing, management knows of no trends, demands,

or uncertainties that are reasonably likely to have a material impact on the Company’s results of operations.

Off-Balance Sheet Arrangements

As of December 31, 2020, we had no off-balance sheet arrangements.

Critical Accounting Policies

We believe that the following accounting policies

are the most critical to aid you in fully understanding and evaluating this “Management’s Discussion and Analysis of Financial

Condition and Results of Operation.”

Use of Estimates

The preparation

of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires

management to make estimates and assumptions that affect the reported amounts of assets and liabilities, valuation of equity issuances

and disclosures of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of

revenue and expenses during the reporting period.

The Company uses estimates in accounting for, among other items, revenue recognition,

allowance for doubtful accounts, stock-based compensation, income tax provisions, excess and obsolete inventory reserve and impairment

of intellectual property.

Actual results could differ from those estimates.

Fair Value of Financial Instruments

value measurement disclosures are grouped into three levels based on valuation factors:

quoted prices in active markets for identical investments

other significant observable inputs (including quoted prices for similar investments and market corroborated inputs)

significant unobservable inputs (including our own assumptions in determining the fair value of investments)

The Company’s Level 1 assets/liabilities

include cash, accounts receivable, marketable trading securities, accounts payable, prepaid and other current assets, line of credit and

due to related parties.

Management believes the estimated fair value of these accounts at December 31, 2020 approximate their carrying

value as reflected in the balance sheets due to the short-term nature of these instruments or the use of market interest rates for debt

The Company’s Level 2 assets/liabilities

include certain of the Company’s notes payable and capital lease obligations.

Their carrying value approximates their fair values

based upon a comparison of the interest rate and terms of such debt given the level of risk to the rates and terms of similar debt currently

available to the Company in the marketplace.

The Company’s Level 3 assets/liabilities

include goodwill, intangible assets, marketable debt securities, equity investments at cost, and derivative liabilities, when they are

recorded at fair value due to an impairment charge.

Inputs to determine fair value are generally unobservable and typically reflect management’s

estimates of assumptions that market participants would use in pricing the asset or liability.

The fair values are therefore determined

using model-based techniques, including option pricing models and discounted cash flow models.

Unobservable inputs used in the models

are significant to the fair values of the assets and liabilities.

Long-lived Assets Including Goodwill

and Other Acquired Intangibles Assets

We evaluate the recoverability of property

and equipment and acquired finite-lived intangible assets for possible impairment whenever events or circumstances indicate that

the carrying amount of such assets may not be recoverable.

The evaluation is performed at the lowest level for which identifiable

cash flows are largely independent of the cash flows of other assets and liabilities.

Recoverability of these assets is measured

by a comparison of the carrying amounts to the future undiscounted cash flows the assets are expected to generate from the use

and eventual disposition.

If such review indicates that the carrying amount of property and equipment and intangible assets is

not recoverable, the carrying amount of such assets is reduced to fair value.

We have not recorded any significant impairment charges

during the year ended December 31, 2020.

Acquired finite-lived intangible assets

are amortized on a straight-line basis over the estimated useful lives of the assets.

We routinely review the remaining estimated

useful lives of property and equipment and finite-lived intangible assets.

If we change the estimated useful life assumption for

any asset, the remaining unamortized balance is amortized or depreciated over the revised estimated useful life.

the year ended December 31, 2020 the Company completed its annual impairment test of goodwill.

The Company performed the qualitative

assessment as permitted by ASC 350-20 and determined

that the fair value of the reporting unit was more likely than not equal or greater than the carrying value, including Goodwill.

Based on completion of this annual impairment test, no impairment was indicated.

The Company accounts for its investments

in available-for-sale debt securities, in accordance with sub-topic 320-10 of the FASB ASC (“Sub-Topic 320-10”).

interest on these securities is included in fair value and amortized cost.

Pursuant to Paragraph 320-10-35, investments

in debt securities that are classified as available for sale shall be measured subsequently at fair value in the statement of financial

Unrealized holding gains and losses for available-for-sale securities (including those classified as current assets)

shall be excluded from earnings and reported in other comprehensive income until realized.

The Company follows FASB ASC 320-10-35 to assess whether an

investment in debt securities is impaired in each reporting period.

An investment in debt securities is impaired if the fair value

of the investment is less than its amortized cost.

If the Company intends to sell the debt security (that is, it has decided to

sell the security), an other-than-temporary impairment shall be considered to have occurred.

If the Company more likely than not

will be required to sell the security before recovery of its amortized cost basis or it otherwise does not expect to recover the

entire amortized cost basis of the security, an other-than-temporary impairment shall be considered to have occurred.

considers the expected cash flows from the investment based on reasonable and supportable forecasts as well as several other factors

to estimate whether a credit loss exists.

If the Company intends to sell the security or more likely than not will be required

to sell the security before recovery of its amortized cost basis less any current-period credit loss, the other-than-temporary

impairment shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and

its fair value at the balance sheet date.

Derivative Liability

The Company evaluates its debt and equity

issuances to determine if those contracts or embedded components of those contracts qualify as derivatives to be separately accounted

for in accordance with paragraph 815-10-05-4 and Section 815-40-25 of the FASB Accounting Standards Codification.

The result of

this accounting treatment is that the fair value of the embedded derivative is marked-to-market each balance sheet date and recorded

as either an asset or a liability.

In the event that the fair value is recorded as a liability, the change in fair value is recorded

in the consolidated statement of operations as other income or expense.

Upon conversion, exercise or cancellation of a derivative

instrument, the instrument is marked to fair value at the date of conversion, exercise or cancellation and then the related fair

value is reclassified to equity.

In circumstances where the embedded conversion

option in a convertible instrument is required to be bifurcated and there are also other embedded derivative instruments in the

convertible instrument that are required to be bifurcated, the bifurcated derivative instruments are accounted for as a single,

compound derivative instrument.

The classification of derivative instruments,

including whether such instruments should be recorded as liabilities or as equity, is re-assessed at the end of each reporting

Equity instruments that are initially classified as equity that become subject to reclassification are reclassified to

liability at the fair value of the instrument on the reclassification date.

Derivative instrument liabilities will be classified

in the balance sheet as current or non-current based on whether or not net-cash settlement of the derivative instrument is expected

within 12 months of the balance sheet date.

The Company adopted Section 815-40-15 of

the FASB Accounting Standards Codification (“Section 815-40-15”) to determine whether an instrument (or an embedded

feature) is indexed to the Company’s own stock.

Section 815-40-15 provides that an entity should use a two-step approach

to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating

the instrument’s contingent exercise and settlement provisions.

The Company changed its method of accounting for

the debt and warrants through the early adoption of ASU 2017-11 during the three months ended December 31, 2017 on a retrospective

The Company utilizes an option pricing model to compute the

fair value of the derivative and to mark to market the fair value of the derivative at each balance sheet date.

The Company records

the change in the fair value of the derivative as other income or expense in the consolidated statements of operations.

Revenue Recognition

Under Topic 606, revenue is recognized

when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we

expect to be entitled to in exchange for those goods or services.

We determine revenue recognition through

the following steps:

identification of the contract, or contracts, with a customer;

identification of the performance obligations in the contract;

determination of the transaction price.

The transaction price for any given subscriber could decrease based on any payments made to that subscriber.

A subscriber may be eligible for payment through one or more of the monetization features offered to Vocal creators, including earnings through reads (on a cost per mille basis) and cash prizes offered to Challenge winners;

allocation of the transaction price to the performance obligations in the contract;

recognition of revenue when, or as, we satisfy a performance obligation.

For more information see Note 2 within the consolidated financial statements.

Deferred Revenue

Deferred revenue consists of billings and payments from clients

in advance of revenue recognition.

As of December 31, 2020 and 2019, the Company had deferred revenue of $88,637 and $50,691,

respectively.

Stock-Based Compensation

The Company recognizes compensation expense

for all equity–based payments granted in accordance with Accounting Standards Codification (“ASC”) 718 “Compensation

Stock Compensation”.

Under fair value recognition provisions, the Company recognizes equity–based

compensation net of an estimated forfeiture rate and recognizes compensation cost only for those shares expected to vest over the

requisite service period of the award.

Restricted stock awards are granted at

the discretion of the Company.

These awards are restricted as to the transfer of ownership and generally vest over the requisite

service periods, typically over a five-year period (vesting on a straight–line basis).

The fair value of a stock award is

equal to the fair market value of a share of Company stock on the grant date.

The fair value of an option award is estimated

on the date of grant using the Black–Scholes option valuation model.

The Black–Scholes option valuation model requires

the development of assumptions that are inputs into the model.

These assumptions are the value of the underlying share, the expected

stock volatility, the risk–free interest rate, the expected life of the option, the dividend yield on the underlying stock

and the expected forfeiture rate.

Expected volatility is benchmarked against similar companies in a similar industry over the expected

option life and other appropriate factors.

Risk–free interest rates are calculated based on continuously compounded risk–free

rates for the appropriate term.

The dividend yield is assumed to be zero as the Company has never paid or declared any cash dividends

on its Common stock and does not intend to pay dividends on its Common stock in the foreseeable future.

The expected forfeiture

rate is estimated based on management’s best estimate.

Determining the appropriate

fair value model and calculating the fair value of equity–based payment awards requires the input of the subjective assumptions

described above.

The assumptions used in calculating the fair value of equity–based payment awards represent management’s

best estimates, which involve inherent uncertainties and the application of management’s judgment.

As a result, if factors

change and the Company uses different assumptions, our equity–based compensation could be materially different in the future.

The Company issues awards of equity instruments, such as stock options and restricted stock units, to employees and certain non-employee

Compensation expense related to these awards is based on the fair value of the underlying stock on the award date and

is amortized over the service period, defined as the vesting period, using the straight-line method.

The vesting period is generally

A Black-Scholes model is utilized to estimate the fair value of stock options, while the market price of the Company’s

common stock at the date of grant is used for restricted stock units.

Compensation expense is reduced for actual forfeitures as

Recently Adopted Accounting Guidance

The Company invests in equity and debt

The Company’s investments in debt securities are classified at the date of purchase as available-for-sale securities.

Debt securities are reported at fair value with unrealized gains and losses, net of the related tax effect, reflected as an accumulated

other comprehensive income component of stockholder’s equity until such gains or losses are realized.

In accordance with

Accounting Standards Update (“ASU”) 2016-01, Equity securities are now reported at fair value with unrealized gains

and losses, net of the related tax effect, reflected as a gain or loss on the statement of operations.

In October 2016, the FASB issued ASU 2016-16, “Income

Taxes (Topic 740):

Intra-Entity Transfers of Assets Other than Inventory”, which eliminates the exception that prohibits

the recognition of current and deferred income tax effects for intra-entity transfers of assets other than inventory until the

asset has been sold to an outside party.

The updated guidance is effective for annual periods beginning after December 15, 2019,

including interim periods within those fiscal years.

Early adoption of the update is permitted.

The adoption of ASU 2016-16 did

not have a material impact on the Company’s consolidated financial statements.

In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill

and Other (Topic 350):

Simplifying the Test for Goodwill Impairment, which eliminates the requirement to calculate the implied

fair value of goodwill (i.e., Step 2 of the current goodwill impairment test) to measure a goodwill impairment charge.

entities will record an impairment charge based on the excess of a reporting unit’s carrying amount over its fair value (i.e.,

measure the charge based on the current Step 1).

The updated guidance, which became effective for fiscal years beginning after

December 15, 2019, did not have a material impact on the Company’s consolidated financial statements.

In August 2018,

the FASB issued ASU 2018-13, Fair Value Measurement - Disclosure Framework (Topic 820) .

The updated guidance improves

the disclosure requirements for fair value measurements.

The adoption of ASU 2018-13 did not have a material impact on the

Company’s consolidated financial statements.

In August 2018, the FASB issued ASU 2018-15, Intangibles-Goodwill

and Other - Internal Use Software (Subtopic 350-40):

Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing

Arrangement That is a Service Contrac t.

This guidance requires companies to apply the internal-use software guidance in ASC

350-40 to implementation costs incurred in a hosting arrangement that is a service contract to determine whether to capitalize

certain implementation costs or expense them as incurred.

The adoption of ASU 2018-15 did not have a material impact on the Company’s

consolidated financial statements.

In November 2019, the FASB issued ASU No.

2019-10, “Financial Instruments—Credit Losses (Topic 326), Derivatives and Hedging (Topic 815), and Leases (Topic 842):

The mandatory effective dates for Credit Losses in this Update (ASU 2019-10) are as follows:

Public business entities that meet

the definition of an SEC filer, excluding entities eligible to be SRCs as defined by the SEC, for fiscal years beginning after

December 15, 2019, including interim periods within those 2.

All other entities for fiscal years beginning after December 15, 2022,

including interim periods within those fiscal years.

The adoption of ASU 2019-10 had a material impact on the Company’s Consolidated

Financial Statements because it deferred the adoption of ASU 2016-13.

Management does not believe that any recently issued, but not

yet effective accounting pronouncements, when adopted, will have a material effect on the accompanying consolidated financial statements.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET

During the three months ended December 31, 2021,

we issued securities that were not registered under the Securities Act and were not previously disclosed in a Current Report on Form

8-K or Quarterly Report on Form 10-Q as listed below.

All of the securities discussed in this Item 2 were issued in reliance

on the exemption under Section 4(a)(2) of the Securities Act.

Dune Acquisition

On October 3, 2021, the Company issued 163,334

shares of common stock pursuant to a Stock Purchase Agreement with Standard Holdings, Inc., Mark De Luca, and Stephanie Roy Dufault, whereby

the Company purchased a majority stake in Dune, Inc.

Employee Options Issuances

On October 27, 2021, the Company issued options

to purchase 900,000 shares of Common Stock granted to management and employees under the Jerrick Media Holdings, Inc.

2020 Omnibus Equity

Incentive Plan.

These options have an exercise price of $5.00, vest upon issuance and expire 5 years from the date of issuance.

Board Issuances

During the three months ended December 31, 2021,

the Company issued 18,451 shares of common stock and options to purchase 35,174 shares of common stock to members of the board of directors

under the Jerrick Media Holdings, Inc.

2020 Omnibus Equity Incentive Plan.

The options have an exercise price of $2.09, vest on the one-year

anniversary and expire 5 years from the date of vesting.

Consultant Shares & Banking Fees

During the three months ended December 31, 2021,

the Company issued 365,242 shares of Common Stock to consultants and bankers.

Not applicable.

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 5. Market for Registrant’s Common Equity