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Item 1. Business

2023-04-19 compared with 2022-04-06 · 856 added, 548 removed, 27 unchanged (98% of the section changed)

“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

provides economic opportunities for

creators through access to its curated social platform called Vocal, enabling creators to share their stories, build an audience,

and be rewarded.

In addition to revenues generated directly from the platform from subscribers and microtransactions, the existence

of Vocal, and the first-party data it produces, has resulted in the creation of numerous derivative business opportunities for the Company.

Secondary opportunities with the potential to eventually exceed the core Vocal revenues include well-known brands activating through the

Vocal platform under Creatd’s “Vocal for Brands” business unit.

In addition to this branded content production, the

establishment of a portfolio of consumer brands owned and operated in-house, will similarly leverage the core data and intelligence derived

from the Company’s core Vocal platform.

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;

● Algorithmic detection of hate speech, nudity, and copyright infringement;

● Brand, creator, and audience safety enforced through community watch;

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

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 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.

Revenue Model

Creatd’s revenues

are primarily generated through:

Creator Subscriptions:

Vocal+ subscription offering provides creators with increased monetization and access to premium tools and features.

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.

● Marketing Partnerships:

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 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.

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

● 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.

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

books, and more.

Creatd exists to support the boundless capacity of creators.

is to empower creators by providing best-in-class tools, supportive audience communities, and avenues for monetization.

Our creator-first

approach is the cornerstone of our culture and purpose and is what drives every decision we make.

We are committed to channeling

our resources toward fueling the dreams and ambitions of creators and helping them to unleash their full potential.

That’s why we built our flagship proprietary technology platform, Vocal—a

home base for creators offering an unparalleled suite of digital tools and resources, curated communities, and monetization opportunities.

Our flagship technology, Vocal, provides the Company

with a core platform that is highly scalable on its own but also provides the foundation upon which other revenue sources rely.

direct core business of Vocal has proven to be a scalable revenue source—Creator Subscriptions.

The core will be augmented in the

near term with the introduction of the ability for writers and creators to monetize their followings further by directly charging for

premium content such as newsletters.

Vocal will charge a recurring commission on these new premium content subscriptions.

above, the core Vocal platform underlies numerous derivative revenue sources for the Company.

Since its launch in 2016, Vocal has quickly become the go-to platform

for content creators of all kinds, with over 1.5 million registered creators and counting.

Whether you’re a blogger, social media influencer,

podcaster, founder, musician, photographer, or anything in between, Vocal has everything you need to unleash your creativity and monetize

your content.

Creators can opt to use Vocal for free, or upgrade to the premium membership

tier, Vocal+.

Upon joining Vocal, either as a freemium or premium member, creators can immediately begin to utilize Vocal’s storytelling

tools to create and publish their stories, as well as benefit from Vocal’s monetization features.

At Creatd, we believe in rewarding creators for their hard work and

That’s why we offer a range of monetization features on Vocal, whereby creators earn in numerous ways including i) the number

of ‘reads’ their story receives;

ii) via Vocal Challenges, or writing contests with cash prizes;

iii) receiving Bonuses;

by participating in Vocal for Brands marketing campaigns;

v) through ‘Subscribe,’ which enables creators to receive payment

directly from their audience via monthly subscriptions and one-off microtransactions;

vi) via Vocal’s Ambassador Program, which

enables creators to be compensated for referring new premium members.

But what sets Vocal apart from other platforms is our commitment

to innovation and scalability.

Built on Keystone, the same open-source framework used by industry leaders in the SaaS space, Vocal’s technology

is designed for speed, sustainability, and scalability.

And with our capital-light infrastructure and focus on research and development,

we are able to continuously improve and enhance the platform, without incurring the operational costs that have weighed down legacy media

Creatd firmly believes that the future belongs to creators.

Vocal, we’re proud to be leading the charge in providing them with the tools, resources, and opportunities they need to succeed.

Branded Content

In developing our creator ecosystem,

we came to understand that like individual creators, all brands have a unique story to tell.

That’s why we’ve developed Vocal for Brands,

our in-house content studio that specializes in creating best-in-class organic marketing campaigns.

Our approach combines the production

of branded content influencer and performance marketing initiatives that work together to increase sales, revenue, visibility, and brand

affinity for our clients.

We work with leading brands to

pair them with our network of creators, tapping into their communities to help share their stories in a way that is engaging, direct-response

driven, and non-interruptive.

Similarly, through Sponsored Challenges, we prompt the creation of thousands of high-quality stories that

are centered around the brand’s mission, further disseminated through creators’ respective social channels and promotional outlets.

Our campaigns are amplified with

the help of Vocal’s first-party data insights, allowing us to create highly targeted, segmented audiences for brands with optimal

Consumer Products Group

At Creatd, we

are proud of our internally owned and operated e-commerce businesses and associated technology and infrastructure.

Our Consumer Products

Group has grown to become a significant revenue contributor and we continue to invest in our portfolio to support direct-to-consumer brands

with a wide range of services including design and development, marketing and distribution, and go-to-market strategies.

We additionally

remain on the lookout for up-and-coming brands that can potentially be acquired and easily consolidated into our shared supply chain,

resources, and infrastructure to further broaden our portfolio.

The Company’s Consumer

Products portfolio currently includes:

a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites.

Each of Camp’s products

is created with servings of vegetables and contains Vitamins A, C, D, E, B1, and B6.

Since its launch in 2020, Camp continues to add new

products to its line of healthy, veggie-based, family-friendly foods, with flavors including Classic Cheddar Mac ‘N’ Cheese,

White Cheddar Mac ‘N’ Cheese, Vegan Cheezy Mac, and Twist Veggie Pasta.

Dune Glow Remedy (“Dune”),

which the Company purchased and brought to market in 2021, is a beverage brand focused on promoting wellness and beauty from within.

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.

During 2022, Dune has continued to advance its retail and wholesale distribution strategy, securing numerous

partnerships including with lifestyle retailer Urban Outfitters, Equinox, and the Los Angeles-based Erewhon Market.

Basis is a hydrating electrolyte

drink mix that was acquired in the first quarter of 2022.

This brand has a history of strong sales volume both on the brand’s website

as well as through third-party distribution channels such as Amazon.

Brave is a plant-based

food company that provides convenient and healthy breakfast food products.

Our Company acquired 100% of the membership interests of Brave

Foods, LLC in September 2022.

What started as a search for a better morning routine evolved into a business serving thousands of go-getters

of every type.

We are thrilled to have these amazing brands as part of our portfolio and we are excited to continue expanding our Consumer

Products portfolio.

IP Development and Production

At Creatd, we’re always looking for ways to

bring our creators’ stories to new audiences across different media.

Our IP Development and Production efforts involve partnering

with our top creators to develop their content for television, film, podcasts, and print.

With our cutting-edge Vocal platform, we have

access to a wealth of intellectual property that’s constantly being curated by a blend of human moderation and advanced machine

learning models.

Our Vocal technology allows us to analyze community, creator, and audience insights to surface the best candidates for

transmedia adaptations.

We’re committed to leveraging our vast library of compelling stories to create engaging and impactful content

across multiple platforms.

As of early 2023, Creatd announced a series of newly released and production projects.

They include podcasts,

books, and Web 3.0 opportunities.

Application of First-Party Data

First-party data is information that a creator

platform collects directly from its users, such as their demographics, interests, and behaviors.

By utilizing this data, Vocal’s

creator platform can gain insights into its users’ preferences and tailor marketing campaigns accordingly.

For example, a large segment of Vocal users is interested

in health and fitness, as evidenced through the Longevity community.

This information can additionally be used not only to create more

personalized experiences for Vocal audiences, but additionally to help fitness-oriented brands create targeted campaigns for workout equipment,

supplements, or fitness apparel.

With our ability to understand users’ niche interests and behaviors, the platform can create campaigns

that resonate with its audience and drive better engagement and conversions.

The use of first-party data also helps the creator platform maintain

a closer relationship with its users, as it enables a more personalized experience of content consumption and engagement for Vocal users.

This can lead to higher retention rates, increased user loyalty, and improved user satisfaction.

Finally, our business intelligence team

pairs first-party Vocal data with third-party data from distribution platforms such as Instagram, TikTok, Twitter, and Snapchat providing

a more granular profile of creators, brands, and audiences.

By generating this valuable first-party data, the Company can continually

enrich and refine its targeting capabilities for branded content marketing and creator acquisition, specifically, to reduce creator acquisition

costs (CAC) and subscriber acquisition costs (SAC).

Competitive Advantage

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, and the competitive advantage

that a closed and safe platform ecosystem would provide.

First-party data is widely understood as a tool for companies to collect and

analyze data about their users directly from the source, providing valuable insights into their behaviors, preferences, and interests.

Importantly, by leveraging this data within a closed and safe platform ecosystem, companies can create more personalized experiences for

their users, deliver more relevant content and advertising, and increase user engagement and retention.

A secondary, and crucial, advantage of a closed ecosystem is that it

allows companies to control the user experience and ensure a high level of safety and security.

By controlling the data that is shared

and the interactions that take place within the ecosystem, companies can minimize the risk of fraud, abuse, and other harmful behaviors

that can undermine user trust and loyalty.

This can be particularly important in industries where user safety and privacy are paramount,

such as social networking, e-commerce, and financial services.

Finally, the existence

of Vocal and its ecosystem enables the Company to optimize our operations and increase efficiencies, effectively creating a more defensible

business model by reducing the risk of competition and disintermediation.

By controlling the data and interactions within the ecosystem,

we create barriers to entry for competitors and reduce the risk of users migrating to other platforms.

This can be particularly important

in an industry such as Creatd’s, in which network effects and economies of scale are critical to success, such as social networking,

e-commerce, and digital advertising.

Leveraging these advantages

has enabled the Company to differentiate itself in the market, attract and retain users, and drive sustainable growth and profitability.

Acquisition Strategy

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.

Creatd’s strategic business line

expansion has led to the acquisition of several complementary businesses.

These acquisitions have allowed Creatd to expand its reach and

diversify its revenue streams, enabling the company to leverage its internal resources and expertise to drive continued growth.

the acquisitions have provided opportunities for cost synergies and operational efficiencies, further enhancing the company’s profitability

and positioning it for long-term success.

Revenue Model

Creatd’s revenues are primarily generated through:

Creatd’s flagship technology product, Vocal,

generates revenues through subscription fees from premium Vocal creators, a membership program known as Vocal+.

The Vocal+ subscription

offering provides creators with increased monetization and access to premium tools and features.

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.

Additional platform-based revenues are generated from Tipping and other transactions that occur on the platform.

each such transaction, which are designed to enable Vocal audiences to engage and support their favorite creators, Vocal takes platform

processing fees ranging from approximately 3% to 7%.

The majority of the Company’s e-commerce revenues

comes from sales associated with Creatd’s portfolio of internally owned and operated e-commerce businesses, Camp, Dune, Basis, and

Additionally, the Company’s e-commerce strategy involves revitalizing archival imagery and media content in dormant legacy

Creatd maintains an exclusive license to leverage the stories housed on Vocal, reimagining them for films, episodic shows,

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

The Company derives revenues from marketing partnerships

through its internal branded content studio, Vocal for Brands, which specializes in pairing leading brands with select Vocal creators

to produce content marketing campaigns, including sponsored Challenges, that leverage the power of Vocal.

Branded stories and Challenges

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

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”).

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.

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 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.

In addition, Mr.

Campbell assumed all of our debts, obligations and liabilities, including any existing

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

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.

assumed all of our debts, obligations and liabilities, including any existing 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.

to better reflect our new business strategy.

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.

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

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 preferred stock was

not affected by the Reverse Stock Split.

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

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 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 not affected by the Reverse Stock Split.

fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were “rounded up” to the

next whole share.

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.

On March 3, 2022, the Company settled the Seller’s Choice

Note for a cash payment of $799,000.

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.

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

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).

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’

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”).

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.

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.

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.

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.

June 4, 2021, the Company acquired 89% of the membership interests of Plant Camp, LLC, a Delaware limited liability company (“Plant

Camp”), which the Company subsequently rebranded as Camp.

Camp is a direct-to-consumer (DTC) food brand which creates healthy upgrades

to classic comfort food favorites.

The results of Plant Camp’s operations have been included since the date of acquisition in the

Statements of Operations.

July 20, 2021, the Company acquired 44% of the membership interests of WHE Agency, Inc.

WHE Agency, Inc, is a talent management and

public relations agency based in New York (“WHE”).

WHE has been consolidated due to the Company’s ownership of 55%

voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations.

October 21, 2020, and August 16, 2021, the Company acquired 21% of the membership interests of Dune, Inc.

is a direct-to-consumer

brand focused on promoting wellness through its range of health-oriented beverages.

October 3, 2021, the Company acquired an additional 29% of the membership interests of Dune, Inc., bringing our total membership

interests to 50%.

Dune, Inc., has been consolidated due to the Company’s ownership of 50% voting control, and the results

of operations have been included since the date of acquisition in the Statements of Operations.

March 7, 2022, the Company acquired 100% of the membership interests of Denver Bodega, LLC, d/b/a Basis, a Colorado limited liability

company (“Basis”).

Basis is a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid

Denver Bodega, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results

of operations have been included since the date of acquisition in the Statement of Operations.

On August 1, 2022, the Company acquired 51% of the membership interests of Orbit Media LLC, a New York limited liability company.

Orbit is a app-based stock trading platform designed to empower a new generation of investors.

Orbit has been consolidated due to the

Company’s ownership of 51% voting control, and the results of operations have been included since the date of acquisition in

the Statement of Operations.

September 13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company.

is a plant-based food company that provides convenient and healthy breakfast food products.

Brave Foods, LLC has been consolidated

due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition

in the Statement of Operations.

Recent Developments

May 2022 Securities

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.

On May 31, 2022 the Company

entered into and closed securities purchase agreements with eight accredited investors, whereby the Investors purchased from the Company

for an aggregate of $3,600,036 in subscription amount (i) debentures in the principal amount of $4,000,000;

(ii) 2,000,000 Series C Common

Stock Purchase Warrants to purchase shares of the Company’s common stock, par value $0.001 per share;

and (iii) 2,000,000 Series

D Common Stock Purchase Warrants to purchase shares of Common Stock.

The Company and the Investors also entered into registration rights

agreements pursuant to the securities purchase agreements.

The Debentures had an original issue discount of 10%, a term of six months

with a maturity date of November 30, 2022, may be extended by six months at the Company’s option subject to certain conditions,

and are convertible into shares of Common Stock at a conversion price of $2.00 per share, subject to adjustment upon certain events including

a one-time adjustment to the price of the Common Stock offered in the Rights Offering (as defined therein), with such adjusted conversion

price not to be lower than $1.00.

The Warrants are exercisable for a term of five years from the initial exercise date of November 30,

2022, until November 30, 2027.

The Series C Warrants are exercisable at an exercise price of $3.00, subject to adjustment upon certain

events including a one-time adjustment to the price of the Common Stock offered in the Rights Offering, with such adjusted exercise price

not to be lower than $0.96.

The Series D Warrants are exercisable at an exercise price of $6.00 subject to adjustment upon certain events

including a one-time adjustment to the price of the Common Stock offered in the Rights Offering, with such adjusted exercise price not

to be lower than $0.96.

The Warrants provide for cashless exercise to the extent that there is no registration statement available for

the underlying shares of Common Stock.

The securities purchase agreements contain customary representations, warranties, covenants, indemnification

and other terms for transactions of a similar nature.

Additionally, in connection with the securities

purchase agreements, the subsidiaries of the Company delivered a guarantee in favor of the Investors whereby each such subsidiary guaranteed

the full payment and performance of all obligations of the Company pursuant to the securities purchase agreements.

The Debentures, Warrants,

Common Stock underlying the Debentures and the Common Stock underlying the Warrants were not registered under the Securities Act, but

qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder.

July 2022 Securities

Purchase Agreement

On July 25, 2022, the

Company, entered into and closed securities purchase agreements with five accredited investors, whereby the Investors purchased from the

Company for an aggregate of $1,935,019 in subscription amount (i) debentures in the principal amount of $2,150,000;

(ii) 1,075,000 Series

E Common Stock Purchase Warrants to purchase shares of the Company’s common stock, par value $0.001 per share;

and (iii) 1,075,000

Series F Common Stock Purchase Warrants to purchase shares of Common Stock.

The Company and the investors also entered into registration

rights agreements pursuant to the securities purchase agreements.

The debentures have an original issue discount of 10%, have a maturity

date of November 30, 2022, may be extended by six months at the Company’s option subject to certain conditions, and are convertible

into shares of Common Stock at a conversion price of $2.00 per share, subject to adjustment upon certain events including a one-time adjustment

to the price of the Common Stock offered in the rights offering, with such adjusted conversion price not to be lower than $1.25.

are immediately exercisable for a term of five years until July 25, 2027.

The Series E Warrants are exercisable at an exercise price of

$3.00, subject to adjustment upon certain events including a one-time adjustment to the price of the Common Stock offered in the rights

offering, with such adjusted exercise price not to be lower than $1.01.

The Series F Warrants are exercisable at an exercise price of

$6.00 subject to adjustment upon certain events including a one-time adjustment to the price of the Common Stock offered in the rights

offering, with such adjusted exercise price not to be lower than $1.01.

The warrants provide for cashless exercise to the extent that

there is no registration statement available for the underlying shares of Common Stock.

Additionally, in connection with the security

purchase agreements, the subsidiaries of the Company delivered a guarantee in favor of the investors whereby each such subsidiary guaranteed

the full payment and performance of all obligations of the Company pursuant to the securities purchase agreements.

debentures, warrants, Common Stock underlying the debentures and the Common Stock underlying the warrants were not registered under the

Securities Act, but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder.

Trigger of Price Reset

On July 29, 2022, the

Company announced that it was not moving forward with its previously announced Rights Offering.

In doing so, it triggered a price reset

in the July 2022 Financing and the May 2022 Securities Purchase Agreement.

As a result of this price reset, the May 2022 Securities Purchase

Agreement debentures now have a conversion price of $1.00, and both the Series C and Series D warrants have exercise prices of $0.96.

As a result of the price reset, the July 2022 Financing debentures now have a conversion price of $1.25, and both the Series E and Series

F warrants have exercise prices of $1.01.

Registered direct

On September 15, 2022,

the Company entered into and closed a securities purchase agreement with five accredited investors resulting in the raise of $800,000

in gross proceeds to the Company.

Pursuant to the terms of the securities purchase agreement, the Company agreed to sell in a registered

direct offering an aggregate of 4,000,000 shares of the Company’s common stock, par value $0.001 per share.

In a concurrent private

placement, the Company issued to such investors warrants to purchase up to 4,000,000 shares of Common Stock, representing 100% of the

shares of common stock purchased in the offering.

The warrants and the shares of common stock issuable upon the exercise of the warrants

are not being registered under the Securities Act of 1933, as amended.

Gross proceeds from the offering totaled $800,000, before deducting

offering expenses.

The warrants are immediately exercisable for a term of five years until September 15, 2027.

The warrants are exercisable

at an exercise price of $0.20, subject to adjustment upon certain events.

The warrants provide for cashless exercise to the extent that

there is no registration statement available for the underlying shares of Common Stock.

Restructuring Agreement

On September 15, 2022,

in connection with the offering, the Company entered into an agreement with the holders of certain of the Company’s previously issued

securities (the “Restructuring Agreement”).

The Restructuring Agreement,

among other things, modified certain provisions of the following securities of the Company:

Original Issue Discount Senior Convertible Debentures issued on May 31, 2022 (the “May 2022 Debentures”);

Original Issue Discount Senior Convertible

Debentures issued on July 25, 2022 (the “July 2022 Debentures” and, together with the May 2022 Debentures, the

“Debentures”);

Common Stock Purchase Warrants issued on February 28, 2022 (the “February 2022 Warrants”);

Common Stock Purchase Warrants issued on March 9, 2022 (the “March 2022 Warrants”);

Series C Common Stock Purchase Warrants issued on May 31, 2022 (the “Series C Warrants”);

Series D Common Stock Purchase Warrants issued on May 31, 2022 (the “Series D Warrants”);

Series E Common Stock Purchase Warrants issued on July 25, 2022 (the “Series E Warrants”);

Series F Common Stock Purchase Warrants issued

on July 25, 2022 (the “Series F Warrants” and, together with the February 2022 Warrants, the March 2022 Warrants, Series

C Warrants, Series D Warrants and Series E Warrants, the “Restructured Warrants”);

Pursuant to the Restructuring

Agreement, the Company and the Holders agreed to, among other things, to (i) reduce the conversion price of the Debentures down to $0.20,

subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the

Common Stock;

(ii) reduce the exercise price of the Restructured Warrants down to $0.20, subject to adjustment for reverse and forward

stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock;

(iii) extend the maturity dates

for the Debentures to March 31, 2023;

(iv) permit the Company’s contemplated rights offering to proceed, provided that the per share

offering price in the rights offering is not less than $0.20;

and (v) require that the Company’s cash burn rate not exceed $600,000

provided, however, that with the prior written consent of a majority in interest of the Holders, such permitted monthly burn

rate can be increased by $150,000, provided such additional amount is used for marketing purposes.

Additionally, in connection

with the Restructuring Agreement, (i) the Company entered into a Registration Rights Agreement (“Registration Rights Agreement”),

providing for the filing of a registration statement covering the Restructured Warrants and shares underlying the Warrants by not later

than 10 trading days after the date of the Registration Rights Agreement or the earliest practical date on which the Company is permitted

by Commission guidance to file such registration statement;

(ii) the Company and its subsidiaries entered into a Security Agreement (the

“Security Agreement”), whereby the Company granted a first priority security interest in all of their respective assets to

the Holders and (iii) the subsidiaries of the Company delivered a guarantee (the “Guarantee”) in favor of the Holders whereby

each such subsidiary guaranteed the full payment and performance of all obligations of the Company pursuant to the Debentures.

Each of our directors

and officers entered into lock-up agreements (the “Lock-up Agreements”) in favor of the Holders, whereby they agreed not to

offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any shares of Common Stock or any securities convertible into

or exchangeable for shares of Common Stock without the prior written consent of the Holders for a period of 180 days after the date of

the Restructuring Agreement.

The Lock-up Agreements provide limited exceptions and their restrictions may be waived at any time by the

October 2022 Common

Stock Purchase Agreement, Securities Purchase Agreement and Promissory Note

On October 20, 2022,

the Company entered into a common stock purchase agreement (the “Investment Agreement”) with an otherwise unaffiliated third

party (the “Investor”).

Pursuant to the terms of the Investment Agreement, for a period of thirty-six (36) months commencing

on the trading day immediately following the date of effectiveness of the Registration Statement, the Investor purchase up to $15,000,000

of the Company’s common stock, par value $0.001 per share, pursuant to drawdown notices, covering the registrable securities.

purchase price of the shares under the Investment Agreement is equal to 82% of the lowest volume weighted average price (VWAP) during

the last ten trading days after the Company delivers to the Investor a put notice or drawdown notice in writing requiring Investor to

purchase shares of the Company, subject to the terms of the Investment Agreement.

On October 20, 2022, the Company also entered into a

securities purchase agreement with the Investor, pursuant to which the Company issued to the Investor on that date a Promissory Note (the

“Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, which the Investor funded on October

The proceeds of the Note to be used by the Company for general working capital purposes.

The Note bears interest at the

rate of 10% per annum.

Starting on the fifth month anniversary of the funding of the Note, and for the next six months thereafter,

the Company will make seven equal monthly payments of $47,142.85 to the Investor.

On October 20, 2022, in connection with the entry by

the Company and the Investor into the economic agreements, ( i.e.

, the Investment Agreement, the Purchase Agreement, and the Note

and the funding thereof), the Company issued 800,000 shares of its common stock to the Investor.

2022 Securities Purchase Agreement;

On October 24, 2022,

the Company entered into and closed a securities purchase agreement with one accredited investor, whereby the Investor purchased from

the Company for an aggregate of $1,500,000 in subscription amount, an unsecured debenture in the principal amount of $1,666,650.

and the Investor also entered into a registration rights agreement pursuant to the securities purchase agreement.

The debenture has an

original issue discount of 10%, a term of six months with a maturity date of April 24, 2023, may be extended by six months at the Company’s

option subject to certain conditions, and are convertible into shares of Common Stock at a conversion price of $0.20 per share, subject

to adjustment upon certain events.

The Company also entered into a side letter agreement with the holders of debentures of the Company,

the Series C Warrants and Series D Warrants issued as of May 31, 2022 (the “May Investors”) and the holders of debentures

of the Company, the Series E Warrants and Series F Warrants issued as of July 25, 2022 (the “July Investors”).

the letter agreement each of the May Investors and the July Investors have entered into a lock-up agreement whereby they may not sell

any such debentures, warrants, the shares into which such debentures may be converted, or certain shares underlying such warrants until

the date that is 30 days after the date on which the registration statement registering for resale the shares of the Company’s common

stock underlying the debenture is declared effective by the Securities and Exchange Commission.

Additionally, the letter agreement, provides

that the May Investors and July Investors have agreed to a further lock up of such shares for a further 30 days upon the receipt of a

certain amount of the proceeds from future potential issuances of debentures, common stock or similar securities by the Company.

Additionally,

pursuant to the letter agreement, the May Investors and the July Investors agreed to exchange and return for cancellation the Series C

Warrants, Series D Warrants, Series E Warrants and Series F Warrants, receiving replacement warrants from the Company (the “Replacement

Warrants”), in consideration for (i) the Company’s payment of $750,000 of the proceeds from the sale of the debenture to the

May Investors and July Investors on a pro rata basis and (ii) the Company’s agreement to pay, on a pro rata basis to the May Investors

and July Investors, the greater of (x) $750,000 and (y) 50% of the gross proceeds raised in a subsequent financing.

The Replacement Warrants

reflect a reduction in the number of Series C and Series D Warrants from 1,550,000 in each class to 1,536,607 in each class and a reduction

in the number of Series E and Series F Warrants from 1,075,000 in each class to 807,143 in each class, and the initial exercise date for

the Replacement Warrants are unchanged from the date as set forth in the respective exchanged Series C, Series D, Series E or Series F

The debenture, and the Common Stock underlying the warrants were not registered under the

Securities Act, but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder.

November 2022 Warrant

Amendment and Issuance

On November 18, 2022,

the Company entered into a letter agreement with the respective holders of an aggregate of 471,953 warrants issued as placement agent

fees in connection with the Company’s entry into securities purchase agreements with 33 accredited investors, whereby, at the closing,

the investors 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) 2,831,721 warrants to purchase shares of the

Company’s common stock, pursuant to which the exercise price of such warrants was amended and such warrants were immediately exercised.

Additionally, pursuant to the letter agreement, the Company issued to such warrant holders 471,953 new warrants, exercisable immediately,

for a term of 60 months, at a price of $0.77 per share, subject to customary adjustment provisions.

As a result of the triggering of such

adjustment provisions, the number of warrants increased to 1,817,019 and the exercise price decreased to $0.20.

December 2022 Securities Purchase Agreement

On December 12, 2022, the Company entered into

and closed a securities purchase agreement with one accredited investor, whereby the Investor purchased from the Company for an aggregate

of $750,000 in subscription amount, an unsecured debenture in the principal amount of $750,000.

The Company and the investor also entered

into a registration rights agreement pursuant to the securities purchase agreement.

The debenture has a term of six months with a maturity

date of June 12, 2023, which may be extended by six months at the Company’s option subject to certain conditions and monthly redemption

options at the election of the holder and are convertible into shares of Common Stock at a conversion price of $0.20 per share, subject

to adjustment upon certain events.

December 2022 Warrant

Amendment and Issuance

On December 22, 2022, the Company entered into a letter agreement with

the respective holders of an aggregate of 4,775,000 warrants.

Pursuant to the letter agreement, in exchange for the immediate exercise

of the 4,775,000 warrants at an exercise price of $0.20, the Company issued to such warrant holders 4,775,000 new warrants, exercisable

immediately, for a term of 60 months, at a price of $0.77 per share, subject to customary adjustment provisions.

Dorado Goose Transaction

On January 18, 2023, the

Company, entered into and closed two securities purchase agreements with Dorado Goose LLC or the investor, whereby the investor purchased

from the Company for an aggregate of $1,500,000 in subscription amount, (i) an unsecured debenture in the principal amount of $847,500

and (ii) 1,562,500 shares of common stock.

The Company and the investor also entered into a registration rights agreement pursuant to

the securities purchase agreements.

T he subsidiaries of the Company delivered a guarantee in favor

of the investor whereby each such subsidiary guaranteed the full payment and performance of all obligations of the Company pursuant to

the debenture.

The debenture has an original issue discount of 13%, has a maturity date of June 13, 2023, may be extended by six

months at the Company’s option subject to certain conditions, and are convertible into shares of common stock at a conversion price

of $0.20 per share, subject to adjustment upon certain events.

The debenture and the common stock

were not registered under the Securities Act but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder.

Nasdaq Notice of Delisting

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 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 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 had 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”).

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.

A Panel Monitor was 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 became deficient with respect to any continued listing requirement, the Company would not be afforded the

opportunity to submit a compliance plan for Staff’s consideration and Staff would 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

from the staff of the Exchange notifying the Company that the Exchange had 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 was not eligible to use such compliance period, as the Exchange had

instituted a Panel Monitor through March 9, 2022.

On April 22, 2022, the

Company received a letter from the Exchange notifying the Company that the Nasdaq Hearing Panel had determined to continue the listing

of the Company on the Exchange, subject to the following conditions:

(i) on or before May 16, 2022, the Company would file its Quarterly

Report on Form 10-Q for the period ended March 31, 2022 demonstrating compliance with Nasdaq Listing Rule 550(b)(1) requiring shareholders’

equity of $2.5 million and (ii) on or before August 29, 2022, the Company would file a Form 8-K documenting the successful completion

of any fund-raising activity that had taken place since April 14, 2022 and the Company’s long-term compliance with the continued

listing requirements of the Nasdaq Capital Market.

The Panel advised that August 29, 2022 represented the full extent of the Panel’s

discretion to grant continued listing during the time the Company was non-compliant and should the Company fail to demonstrate compliance

by such date, the Panel would issue a final delist determination and the Company would be suspended from trading on the Exchange.

On September 2, 2022, the Company received a letter

from the Exchange notifying the Company that the Nasdaq Hearings Panel had determined to delist the Company’s common stock from

the Exchange, based on the Company’s failure to comply with the listing requirements of Nasdaq Rule 5550(b)(1) as a result of the

Company’s shareholder equity deficit for the period ended June 30, 2022, as demonstrated in Company’s Quarterly Report on

Form 10-Q filed on August 15, 2022, following the Company having not complied with the market value of listed securities requirement in

Nasdaq Rule 5550(b)(2) on March 1, 2022, while the Company was under a Panel Monitor, as had been previously disclosed, suspension of

trading in the Company’s shares on the Exchange would be effective at the opening of business on September 7, 2022.

passage of the proscribed 15-day time period for appeal as stated in the letter, on October 26, 2022, Nasdaq completed the delisting by

filing a Form 25 Notification of Delisting with the Securities and Exchange Commission.

The Company’s receipt of the Letter

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

Quotation on OTCQB

Effective on September

7, 2022, our common stock is quoted on the OTCQB Marketplace operated by OTC Markets Group Inc.

(“OTCQB”) under the symbol

“CRTD.” Effective April 4, 2023, our symbol changed to “VOCL.”

Board of Directors and Management

On June 1, 2022, the

Board of Directors approved the Creatd, Inc.

2022 Omnibus Securities and Incentive Plan.

On November 10, 2022, the Board of Directors

approved an amendment to the Creatd, Inc.

2022 Omnibus Securities and Incentive Plan.

The plan provides for the granting of distribution

equivalent rights, incentive share options, non-qualified share options, performance unit awards, restricted share awards, restricted

share unit awards, share appreciation rights, tandem share appreciation rights, unrestricted share awards or any combination of the foregoing,

as may be best suited to the circumstances of the particular employee, director or consultant as provided in the plan.

the aggregate number

of common shares (including common shares underlying options designated as incentive share options or non-qualified share options) that

may be issued under the plan shall not exceed the sum of (i) 30,000,000 common shares plus (ii) an annual increase on the first day of

each calendar year beginning January 1, 2023 and ending on and including January 1, 2031 equal to the lesser of (a) five percent (5%)

of the common shares outstanding on the final day of the immediately preceding calendar year, and (b) such smaller number of common shares

as determined by the Board.

On January 18, 2023,

the Company held its Annual Meeting of Stockholders.

The results of the matters voted on by the Company’s stockholders included

the election of Directors to serve on the Company’s board;

Amendment to our Articles of Incorporation to Increase Authorized Stock;

and the approval of Creatd 2022 Omnibus Securities and Incentive Plan.

On February 8, 2023 (the

“Effective Date”), the Board of Directors (the “Board”) of Creatd, Inc., a Nevada corporation (the “Company”)

approved, based on the recommendation of the Compensation Committee (the “Committee”) of the Board, certain equity and cash

compensation for certain key members of the Company’s management team and non-employee directors as discussed below.

The Company has made

certain equity awards to the key members of the Company’s management team (the “Equity Awards”), comprised of 10,692,308

shares of the Company’s common stock (“Common Stock”) to Jeremy Frommer, Chief Executive Officer of the Company, 5,894,788

shares of Common Stock to Justin Maury, Chief Operating Officer of the Company, and 1,663,223 shares of Common Stock to Chelsea Pullano,

Chief Financial Officer of the Company.

As a condition to receiving the Equity Awards, each such officer agreed to lock-up terms such

that only 10% of the shares comprising such individual’s Equity Award can be sold until 90 days after the date of the issuance of

the Equity Awards (the “Lock Up Period”) and that during the Lock Up Period, and for nine months thereafter, each such individual

can only sell the number of shares equal to the lesser of 5% of the trailing 30 day average volume or 25,000 shares in any single trading

Additionally, beginning one year after the issuance of the Equity Awards, each individual receiving Equity Awards can only sell the

number of shares equal to the lesser of 5% of the trailing 30-day average volume or 40,000 shares in any single trading day (the “Volume

Restrictions”).

The Company will also

pay cash bonuses to the key members of the Company’s management team (the “Executive Bonuses”) in the amounts of $125,000

to Jeremy Frommer, $62,500 to Justin Maury and $31,250 to Chelsea Pullano, to be paid out on a discretionary basis as determined by the

In addition, each of Jeremy Frommer and Justin Maury will receive monthly housing stipends in the amount of $6,300 (the “Housing

Additionally, the Company

will make certain cash payments and equity awards to the non-employee members of the Board (the “Director Compensation”),

comprised of annual cash compensation of $140,000, payable in monthly installments, an annual grant of $140,000 in Common Stock, issued

quarterly and priced at the average of the last five trading days of the previous quarter.

In the fiscal year 2023, each independent director

shall be eligible for a cash bonus of $20,000, which shall be paid on a discretionary basis.

As a share bonus, 1,700,000 shares of Common

Stock shall be issuable to Peter Majar and 1,000,000 shares of Common Stock shall be issuable to Erica Wagner, with such shares subject

to the same lock-up and volume restrictions as the Equity Awards.

The Company will offer

the chair of the audit committee of the Board (the “Audit Committee Chair”) an additional annual cash compensation of $20,000,

payable in monthly installments, and an annual grant of $20,000 in Common Stock, issued quarterly and priced at the average of the last

five trading days of the previous quarter.

All equity awards made

to the independent directors of the Company are made pursuant to the Creatd, Inc.

2022 Omnibus Securities and Incentive Plan (the “Plan”).

The February 2023 Securities Purchase Agreement

On February 1, 2023, the Company entered into

and closed a securities purchase agreement with one accredited investor, whereby the Investor purchased from the Company for an aggregate

of $1,250,000 in subscription amount, an unsecured debenture in the principal amount of $1,250,000.

The Company and the investor also

entered into a registration rights agreement pursuant to the securities purchase agreement.

The debenture has a term of six months with

a maturity date of August 1, 2023, which may be extended by six months at the Company’s option subject to certain conditions and

monthly redemption options at the election of the holder and are convertible into shares of Common Stock at a conversion price of $0.20

per share, subject to adjustment upon certain events.

Listing on Upstream

On February 14, 2023, the Company completed the

listing on Upstream of the Company’s shares of common stock, comprising the same class of common shares currently registered with

the Commission that are currently issued and outstanding.

Upstream is the trading app for digital securities and NFTs powered by Horizon

Fintex and MERJ Exchange Limited (“MERJ”).

The shares listed on Upstream are represented on MERJ Exchange as a “digital

security” in the form of uncertificated securities that have the same shareholder rights as all other shares of such issuer.

is a representation of common stock in an uncertificated form.

The Company has not issued any new securities pursuant to the listing on

All common shares have been registered with the Commission and comprise the entire number of shares of the Company issued and

outstanding and all of the Company’s shares of common stock have the same CUSIP/ISIN number.

MERJ operates Upstream as a fully regulated and

licensed integrated securities exchange, clearing system and depository for digital and non-digital securities.

MERJ is an affiliate of

the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK, a full member of the Association of National Numbering

Agencies (ANNA) and a Qualifying Foreign Exchange for OTC Markets in the US.

MERJ is also a member of the Sustainable Stock Exchanges

MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/.

registered or regulated in any manner in the United States.

Upstream is accessible via the major app stores.

After downloading the application, users will have access to review all the securities that trade on Upstream including trading activity,

regulatory disclosures and other corporate information.

Further there is a direct link of information on our Company at https://investors.creatd.com/resources/faqs/default.aspx.

This includes a listing particulars document, which is a required disclosure as part of the requirements of MERJ Exchange Limited as defined

by Securities Act 2007 of the Seychelles (as amended) and any other measure prescribed thereunder by the Minister or the Securities Authority.

Investors are encouraged to review the listing particulars that may be found at the following link:

https://upstream.exchange/creatd.

Pursuant to Upstream’s policy, terms and

conditions, investors based in the United States or Canada are prohibited from buying shares on the Upstream secondary market.

However, U.S.- and Canada-based investors may sell securities they previously purchased or acquired from an issuer, stockbroker

or stock exchange that has dual-listed on Upstream.

U.S.- or Canada-based investors are those investors who citizens of the United States

or Canada, including those living abroad, or permanent residents of the United States or Canada.

To the extent shares had been deposited

at a time prior to Upstream’s policy prohibiting such deposits, such shares cannot be sold at this time, and such shareholder would

need to have such shares returned to the Company’s transfer agent to complete a sale.

The Press Release stated, “Global investors

can now trade by downloading Upstream from their preferred app store at https://upstream.exchange/, creating an account by tapping sign

This was not to suggest that investors based in the United States or Canada can buy shares on the Upstream secondary

market, but to suggest that investors who are not U.S.- and Canada-based can trade on Upstream.

Investors who have deposited shares with Upstream

may subsequently elect, at any time, to transfer such shares to from Upstream to the Company’s transfer agent for trade via their

The Company is providing our investors with detailed

information on the process on how to deposit and trade shares on Upstream directly on our website at the following link:

https://investors.creatd.com/resources/faqs/default.aspx.

Shares transferred into

Upstream will be effected via the Company’s Transfer Agent, Pacific Stock Transfer Company (“Pacific”).

For shares already

recorded with Pacific, investors can transfer such shares to Upstream by taking the following steps:

Open Upstream, then choose Investor:

Manage Securities, Deposit Securities and, next, Enter the Company’s Ticker Symbol and Number of Shares their requesting to deposit.

Investors would then confirm the shares are unrestricted or “free trading” and tap Submit.

The value of each share deposit

request on the Upstream app may not exceed $100,000, with such value determined by the closing price of the security on the previous trading

day multiplied by the number of shares being deposited.

Once the investor makes the share deposit request using the Upstream app, and

the transfer agent has the investor’s shares in ‘book entry’, the deposit is typically processed within 48 hours during

business days.

Once the transfer has been completed investors will receive a push notification in the Upstream app and see the share deposit

in their Upstream Portfolio.

If the investor’s

shares are currently in the investor’s brokerage account, then the investor will be required to transfer its shares to Pacific to

have shares recorded as “direct registration” in “book entry” with Pacific.

To make such transfer request, an

investor would need to contact their brokerage firm and request to transfer their shares back to “book entry” with the transfer

All shares transferred to Upstream shall be held

in MERJ Dep., which is a company licensed as a Securities Facility pursuant to the Seychelles Securities Act, 2007.

The Company has appointed

to act as the Depository Nominee in respect of any securities traded which are quoted on Upstream and granted MERJ Dep.

Depository Nominee, pursuant to the Securities Facility Rules Directive on Depository Interests.

Shares may be withdrawn from Upstream back to

the transfer agent.

The Upstream app has a function under Investor Services, Manage Securities, Withdraw Securities.

The shareholder then

enters the ticker symbol and the number of shares to being withdrawn and taps ‘Notarize’ to cryptographically sign this transaction.

The shares are removed from the user’s Upstream portfolio and an email is sent to the transfer agent with a share withdrawal request

whereafter the transfer agent will liaise directly with the shareholder to ensure the share balance is entered in ‘book entry’

into the user’s name & address.

Third party share withdrawals from Upstream are not permitted, the share withdrawal request

name and address (as retrieved from the Upstream know your customer (KYC) information by Upstream compliance) is required to be the same

name and address that will be entered in the transfer agents ‘book entry’ for such shareholder.

The NFTs traded on Upstream are issued by the

Company and convey no ownership interest in the Company, nor do they provide any dividends, royalties, or other equity interests or rights

that would indicate an expectation of profit.

The NFTs are issued only on Upstream and can only be traded on Upstream.

The Commission evaluates whether a particular

digital asset, including an NFT, is a security based on what is commonly referred to as the Howey Test.

The Howey Test looks at four factors:

(i) an investment of money (ii) in a common enterprise (iii) with the expectation of profit (iv) to be derived from the efforts of others.

We believe the commemorative NFTs issued by Creatd do not meet the definition for securities under the Howey Test.

Such NFTs, issued to

investors who deposited shares of Creatd with Upstream, are commemorative in nature, memorializing the listing on Upstream, as a novelty

item, being akin to a tombstone, plaque, sticker, poster or t-shirt commemorating the listing, similar to what NASDAQ and the NYSE may

provide to its issuers.

The NFT issued by Creatd conveys no ownership interest in Creatd, nor does it provide any dividends, royalties,

or other equity interests or rights that would indicate an expectation of profit.

The NFTs are issued only on Upstream and can only be

traded on Upstream.

No consideration was paid for the NFTs, and such investors are still able to transfer such shares back to Pacific

Stock Transfer following receipt of the NFTs.

To trade on Upstream, users create a trading account

using the Upstream smartphone app, with a random-generated username (in the form of an address that’s a 42-character hexadecimal

address derived from the last 20 bytes of a random public key) and a password (in the form of a random cryptographic private key).The

public and private key (the cryptographic keypair ) is generated locally on the smartphone and only the public key is ever

known to Upstream, MERJ Dep., or peer to peer trading counterparties on Upstream.

Only the individual users hold their private keys.

privacy ensures that only the Upstream user can cryptographically sign a securities transaction (bid/offer/buy/sell/cancel) for it to

be executed on Upstream, that is, all transactions such as share sales are self-directed, peer to peer, and instantly settled using the

Upstream distributed ledger platform.

In order to buy, sell, deposit or withdraw shares

on Upstream, an Upstream user that has created their account as outlined in the previous paragraph, is required to submit KYC information

for the Upstream compliance team to review.

KYC information is then linked to the user’s public key, and if the user passes KYC

review, then this user’s cryptographic keypair’s transactions will be accepted as legitimate self-directed securities transaction

requests to Upstream for execution on the platform.

Shareholders should be aware that there are risks

and uncertainties with the Company’s dual listing on Upstream.

In particular, the restriction on trading for US- and Canada-based

investors may affect the liquidity of our common stock and lead to volatility in the price and trading volume of our common stock.

In addition, though the NFTs traded on Upstream

are commemorative in nature, the regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new

regulations or policies may materially affect our NFT marketplace and our business generally.

Although we believe that these NFTs are not securities,

there is risk that the issuance of NFTs may be considered a public offering in violation of the federal securities laws, and perhaps certain

state securities laws.

For issuances that are deemed to be public offerings under federal securities laws or in violation of certain state

securities laws, purchasers of such products might be granted the right to rescind the sale of these products and demand that we return

the purchase price of these products.

We did not receive a purchase price for these NFTs;

however, there is risk that the Company

may be subject to other penalties or that other remedies may apply.

Additional information regarding Upstream can

be found at Revolutionary exchange & trading app for digital securities (upstream.exchange).

Appointment of New Directors

On February 17, 2022, the Board appointed Joanna

Bloor, Brad Justus, and Lorraine Hendrickson to serve as members of the Board.

On September 2, 2022,

the Board appointed Jeremy Frommer, Executive Chairman, as Chief Executive Officer.

On September 2, 2022,

the Board appointed Justin Maury, President and Chief Operating Officer, as Director to the Board

November 2, 2022, the Board appointed Peter Majar as Director to the Board.

On November 16, 2022,

the Board appointed Erica Wagner as Director to the Board.

Departure of Directors

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

2 unchanged sentences

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 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.

September 2, 2022, the Company entered into an executive separation agreement with Laurie Weisberg the Company’s Chief Executive

Officer and member of the Board of Directors setting forth the terms and conditions related to the executive’s resignation as Chief

Executive Officer, Director and any other positions held with the Company or any subsidiary.

Pursuant to the agreement, the Company

agreed to pay the severance in the aggregate amount of $475,000, payable as follows:

(i) 1/24 of the severance amount paid to executive

on each of September 15, 2022, October 1, 2022 and November 1, 2022, respectively;

(ii) 1/8 of the severance amount paid on each of December

1, 2022, January 1, 2023 and February 1, 2023, respectively;

(iii) 1/4 of the severance amount to be paid on April 1, 2023;

balance of the severance amount to be paid on May 1, 2023.

Under the agreement, all unvested and/or outstanding stock options held by

the executive as of the effective date that are not subject to metric-based vesting shall automatically and fully vest as of the effective

The executive shall continue to hold all unvested and/or outstanding stock options held by the executive as of the effective date

that are subject to metric-based vesting and such metric based vesting options shall vest in accordance with their respective original

In connection with the separation agreement with Ms.

Weisberg, the Company entered into a Confession of Judgment, to which $475,000

in amounts owed through May 1, 2023 is subject, accounting for payments made to Ms.

Weisberg from time to time in partial satisfaction

of such amounts owing.

September 21, 2022, the Board received notice from Brad Justus of his resignation as a member of the Board, and from all committees of

the Board on which he served, with such resignation to become effective on September 30, 2022.

Such resignation was not the result of

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

November 1, 2022, the Board received notice from Lorraine Hendrickson of her resignation as a Director and from all committees of the

Board on which she served, effective as of such date.

Hendrickson’s resignation as a member of the Board was not the result

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

November 17, 2022, the Board received notice from Joanna Bloor of her resignation as a Director and from all committees of the Board on

which she served, effective as of such date.

Bloor’s resignation as a member of the Board was not the result of any disagreement

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

Acquisition Transactions

Denver Bodega, LLC

7, 2022, the Company acquired 100% of the membership interests of Denver Bodega, LLC, d/b/a Basis, a Colorado limited liability company

Basis is a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration.

Denver Bodega, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results of operations

have been included since the date of acquisition in the statement of operations.

Media LLC Acquisition

1, 2022, the Company acquired 51% of the membership interests of Orbit Media LLC, a New York limited liability company.

Orbit is a app-based

stock trading platform designed to empower a new generation of investors.

Orbit has been consolidated due to the Company’s ownership

of 51% voting control, and the results of operations have been included since the date of acquisition in the statement of operations.

Pursuant to the agreement, Creatd acquired fifty one percent (51%) of the issued and outstanding membership interests of Orbit Media LLC

for consideration of forty-four thousand dollars ($44,000) in cash and 57,576 shares of the Company’s Common Stock.

Foods, LLC Acquisition

13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company.

is a plant-based food company that provides convenient and healthy breakfast food products.

Brave Foods, LLC has been consolidated

due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition

in the statement of operations.

As of April 17, 2023, we had 14 full-time employees

and 8 part-time employees.

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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.

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 648 Broadway,

Suite 200, New York, NY 10012.

The Company’s address is 419 Lafayette Street,

6th Floor New York, New York 10003.

The Company’s telephone number is (929) 504-3090.

4 unchanged sentences

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