Item 5. Other Information
Item 5. Other Information.
Resignation of Chief Executive Officer and
Director
On August 9, 2022, Laurie Weisberg, the Company’s
Chief Executive Officer and a member of the Board, notified the Company of her intention to resign from the positions of Chief Executive
Officer, director, and any other positions held with the Company or any of its subsidiaries, regardless of whether Ms. Weisberg had been
appointed . Such resignations are to become effective on a date to be determined following
further discussion with the Board, but in no event later than August 31, 2022.
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Appointment of Chief Executive Officer
Effective upon Ms. Weisberg’s resignation
as Chief Executive Officer, Jeremy Frommer, currently the Company’s Executive Chairman, will be appointed as Chief Executive Officer,
pursuant to the Board’s approval.
Jeremy Frommer
Mr. Frommer
was appointed Executive Chairman in February 2022 and has been a member of our board of directors since February 2016. Previously, he
served as our Chief Executive Officer from February 2016 to August 2021, and Co-Chief Executive Officer from August 2021 to February 2022.
Mr. Frommer has over 20 years of experience in the financial technology industry. Previously, Mr. Frommer held key leadership roles in
the investment banking and trading divisions of large financial institutions. From 2009 to 2012, Mr. Frommer was briefly retired until
beginning concept formation for Jerrick Ventures which he officially founded in 2013. From 2007 to 2009, Mr. Frommer was Managing Director
of Global Prime Services at RBC Capital Markets, the investment banking arm of the Royal Bank of Canada, the largest financial institution
in Canada, after the sale of Carlin Financial Group, a professional trading firm. From 2004 to 2007, Mr. Frommer was the Chief Executive
Officer of Carlin Financial Group after the sale of NextGen Trading, a software development company focused on building equity trading
platforms. From 2002 to 2004, Mr. Frommer was Founder and Chief Executive Officer of NextGen Trading. From 2000 to 2002, he was Managing
Director of Merger Arbitrage Trading at Bank of America, a financial services firm. Mr. Frommer was also a director of LionEye Capital,
a hedge fund from June 2012 to June 2014. He holds a B.A. from the University of Albany. We believe Mr. Frommer is qualified to serve
on our board of directors due to his financial and leadership experience.
Appointment of Director
Effective upon Ms. Weisberg’s resignation
as a director, Justin Maury, currently the Company’s President and Chief Operating Officer, will be appointed to the Board, pursuant
to the Board’s approval.
Justin Maury
Mr. Maury has served
as our President since January 2019 and was appointed Chief Operating Officer in August 2021. A full-stack designer and product developer
by training, Mr. Maury partnered with Jeremy Frommer and founded the Company in 2013, having brought with him 10 years of experience in
the creative industry. Since joining Creatd in 2013, Mr. Maury has been an instrumental force in the Company’s business and revenue
expansion, and has overseen the Company’s product development since inception, including overseeing the design, development, launch,
and ongoing growth of the Company’sflagship product, Vocal, the innovative creator that, under Mr. Maury’s leadership, has
grown to a community of over 1.5 million users with a total audience reach of over 175 million.h of over 175 million.
As a director,
we believe Mr. Maury will add considerable value, including through by providing a unique perspective into Creatd’s product performance
and evolution and by providing invaluable direct input to help guide the Company’s ongoing refinement of its technology roadmap
and maturation of its business model.
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Item 6. Exhibits.
Exhibit No.
Description
4.1
Form of Original Issue Discount Senior Convertible Debenture (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on June 3, 2022)
4.2
Form of Series C Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 to the Company’s current report on Form 8-K filed with the Commission on June 3, 2022)
4.3
Form of Series D Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.3 to the Company’s current report on Form 8-K filed with the Commission on June 3, 2022)
10.1
Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on June 3, 2022)
10.2
Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on June 3, 2022)
10.3
Form of Guaranty (incorporated by reference to Exhibit 10.3 to the Company’s current report on Form 8-K filed with the Commission on June 3, 2022)
10.4
Creatd, Inc. 2022 Omnibus Securities and Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on June 7, 2022)
31.1*
Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a), As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a), As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*
Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 2002
32.2*
Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 2002
101.INS*
Inline XBRL Instance Document.
101.SCH*
Inline XBRL Taxonomy Extension Schema Document.
101.CAL*
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF*
Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB*
Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE*
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith
# This certification is deemed not
filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (Exchange Act), or otherwise subject to the liability
of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Exchange Act.
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SIGNATURES
Pursuant to the requirements
of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CREATD, INC.
Date: August 15, 2022
By:
/s/ Laurie Weisberg
Name:
Laurie Weisberg
Title:
Chief Executive Officer
(Principal Executive Officer)
Date: August 15, 2022
By:
/s/ Chelsea Pullano
Name:
Chelsea Pullano
Title:
Chief Financial Officer
(Principal Financial and Accounting Officer)
53
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.