What changed in this filing

/stocks — the workspaceLOADING

Item 1A. Risk Factors

2023-04-19 compared with 2022-04-06 · 333 added, 389 removed, 342 unchanged (68% of the section changed)

1 unchanged sentence

risk factors, together with all of the other information included or incorporated in this Annual Report.

Each of these risk factors,

either alone or taken together, could adversely affect our business, financial condition and results of operations, and adversely affect

the value of an investment in our Common Stock.

There may be additional risks that we do not know of or that we believe are immaterial

that could also impair our business and financial condition.

Risks Related to

The Company is

a development stage business and subject to the many risks associated with new businesses.

current line of business has a limited operating history and our business is subject to all of the risks inherent in the establishment

of a new business enterprise.

Our likelihood of success must be considered in light of the problems, expenses, difficulties, complications

and delays frequently encountered in connection with development and expansion of a new business enterprise.

We have incurred losses and

may continue to operate at a net loss for at least the next several years as we execute our business plan.

We had a net loss of approximately

$37.0 million for the year ended December 31, 2021, and a working capital deficit and accumulated deficit of approximately $0.9 million

and approximately $109.6 million, respectively.

Our financial

situation creates doubt whether we will continue as a going concern.

There can be no assurances

that we will be able to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding or additional

financing through private placements, public offerings and/or bank financing necessary to support our working capital requirements.

the extent that funds generated from any private placements, public offerings and/or bank financing are insufficient, we will have to

raise additional working capital and no assurance can be given that additional financing will be available, or if available, will be

on acceptable terms.

These conditions raise substantial doubt about our ability to continue as a going concern.

If adequate working capital

is not available, we may be forced to discontinue operations, which would cause investors to lose their entire investment.

Based on the report from

our independent auditors dated April 6, 2022, management stated that our financial statements for the year ended December 31,

2021, were prepared assuming substantial doubt about the Company’s ability to continue as a going concern for a period of one year

from the issuance of these financial statements.

The Company’s consolidated financial statements have been prepared assuming that

it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities

in the normal course of business.

We are not profitable and may never be

Since inception through the present, we have

been dependent on raising capital to support our working capital needs.

During this same period, we have recorded net accumulated losses

and are yet to achieve profitability.

Our ability to achieve profitability depends upon many factors, including our ability to develop

and commercialize our websites.

Each of these risk factors, either

alone or taken together, could adversely affect our business, financial condition and results of operations, and adversely affect the

value of an investment in our Common Stock.

There may be additional risks that we do not know of or that we believe are immaterial that

could also impair our business and financial condition.

Risks Related to our Business

The Company is a development stage business

and subject to the many risks associated with new businesses.

Our current line of business has a limited operating history and our

business is subject to all of the risks inherent in the establishment of a new business enterprise.

Our likelihood of success must be

considered in light of the problems, expenses, difficulties, complications and delays frequently encountered in connection with development

and expansion of a new business enterprise.

We have incurred losses and may continue to operate at a net loss for at least the next several

years as we execute our business plan.

We had a net loss of approximately $35.6 million for the year ended December 31, 2022, and a working

capital deficit and an accumulated deficit of approximately $13.7 million and approximately $146.1 million, respectively.

Our financial situation creates doubt whether

we will continue as a going concern.

There can be no assurances that we will be able

to achieve a level of revenues adequate to generate sufficient cash flow from operations or obtain funding or additional financing through

private placements, public offerings and/or bank financing necessary to support our working capital requirements.

To the extent that funds

generated from any private placements, public offerings and/or bank financing are insufficient, we will have to raise additional working

capital and no assurance can be given that additional financing will be available, or if available, will be on acceptable terms.

conditions raise substantial doubt about our ability to continue as a going concern.

If adequate working capital is not available, we

may be forced to discontinue operations, which would cause investors to lose their entire investment.

The Company’s management has determine that there

exists substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance of

these financial statements.

The Company’s consolidated financial statements have been prepared assuming that it will continue as

a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course

We are not profitable and may never be profitable.

Since inception through the present, we have been

dependent on raising capital to support our working capital needs.

During this same period, we have recorded net accumulated losses and

are yet to achieve profitability.

Our ability to achieve profitability depends upon many factors, including our ability to develop and

commercialize our websites.

There can be no assurance that we will ever achieve any significant revenues or profitable operations.

17 unchanged sentences

in several ways, including the following:

a significant portion of

our cash flows could be required to be used to service such indebtedness;

a high level of debt could

increase our vulnerability to general adverse economic and industry conditions;

any covenants contained

in the agreements governing such outstanding indebtedness could limit our ability to borrow additional funds, dispose of assets,

pay dividends and make certain investments;

a high level of debt may

place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, our competitors may be

able to take advantage of opportunities that our indebtedness may prevent us from pursuing;

debt covenants to which

we may agree may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry.

a significant portion of our cash flows could be required to be used to service such indebtedness;

a high level of debt could increase our vulnerability to general adverse economic and industry conditions;

any covenants contained in the agreements governing such outstanding indebtedness could limit our ability to borrow additional funds, dispose of assets, pay dividends and make certain investments;

a high level of debt may place us at a competitive disadvantage compared to our competitors that are less leveraged and, therefore, our competitors may be able to take advantage of opportunities that our indebtedness may prevent us from pursuing;

debt covenants to which we may agree may affect our flexibility in planning for, and reacting to, changes in the economy and in our industry.

A high level of indebtedness increases the risk

2 unchanged sentences

If we cannot service or refinance our indebtedness, we may have to take actions such as selling significant assets, seeking

additional equity financing (which will result in additional dilution to stockholders) or reducing or delaying capital expenditures,

any of which could have a material adverse effect on our operations and financial condition.

If we do not have sufficient funds and are

otherwise unable to arrange financing, our assets may be foreclosed upon which could have a material adverse effect on our business,

financial condition and results of operations.

Although our shares

and warrants have been approved for listing on The Nasdaq Capital Market, our shares and warrants may be subject to potential delisting

if we do not meet or continue to maintain the listing requirements of The Nasdaq Capital Market, and we recently received a notice of

determination of delisting.

Our shares and warrants have been approved for

listing on The Nasdaq Capital Market (“Nasdaq”) ; however, to keep our listing on Nasdaq, we are required to maintain:

(i) a minimum bid price of $1.00 per share, (ii) a certain public float, (iii) a certain number of round lot shareholders and (iv) one

of the following:

a net income from continuing operations (in the latest fiscal year or two of the three last fiscal years) of at least

$500,000, a market value of listed securities of at least $35 million or a stockholders’ equity of at least $2.5 million.

On January 4, 2021, we were notified by Nasdaq

that it had determined to delist our common stock and warrants from Nasdaq based on our non-compliance with Nasdaq’s (i) $5 million

stockholders’ equity requirement for initial listing, (ii) the $2.5 million stockholders’ equity requirement or any of the

alternatives for continued listing, and (iii) our failure to provide material information to Nasdaq.

We appealed Nasdaq’s determination

and submitted such appeal to the Exchange’s Hearings Panel (the “Panel”), which request stayed any suspension or delisting action

by Nasdaq at least until the hearing process concludes and any extension granted by the Panel expires.

In an oral hearing that

took place on February 11, 2021, we presented to the Panel a detailed plan to evidence stockholders’ equity of $5 million and addressed

the other matters raised by Nasdaq.

On March 9, 2021, Nasdaq notified us that our securities would continue to be listed on Nasdaq;

a letter of reprimand was issued and a Panel Monitor has been implemented under Listing Rule 5815(d)(4)(A) for the period ending on March

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

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.

A Panel Monitor has been implemented under Listing

Rule 5815(d)(4)(A) for a period of one year from the date of the Letter.

In the event that the Company becomes deficient with respect

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

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

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

In the event of a new hearing, any suspension or

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

granted by the Panel following the hearing.

On March 1, 2022, we

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.

The 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.

The 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.

We will need additional capital, which

may be difficult to raise as a result of our limited operating history or any number of other reasons.

additional equity financing (which will result in additional dilution to stockholders) or reducing or delaying capital expenditures, any

of which could have a material adverse effect on our operations and financial condition.

If we do not have sufficient funds and are otherwise

unable to arrange financing, our assets may be foreclosed upon which could have a material adverse effect on our business, financial condition

and results of operations.

We will need additional capital, which may

be difficult to raise as a result of our limited operating history or any number of other reasons.

We expect that we will need to raise additional

3 unchanged sentences

Our limited operating history makes investor evaluation and an estimation of our future performance substantially more difficult.

a result, investors may be unwilling to invest in us or such investment may be offered on terms or conditions that are not acceptable.

In the event that we are not able to secure financing, we may have to scale back our growth plans or cease operations.

result, investors may be unwilling to invest in us or such investment may be offered on terms or conditions that are not acceptable.

the event that we are not able to secure financing, we may have to scale back our growth plans or cease operations.

We face intense competition.

14 unchanged sentences

Additionally, our operating results would suffer

if our digital content is not appropriately timed with market opportunities, or if our digital content is not effectively brought to

if our digital content is not appropriately timed with market opportunities, or if our digital content is not effectively brought to market.

As technology continues to develop, our competitors may be able to offer user experiences that are, or that are seen to be, substantially

3 unchanged sentences

our revenues and operating results could be adversely affected.

If we fail to retain existing users or

add new users, or if our users decrease their level of engagement with our products, our revenue, financial results, and business may

be significantly harmed.

If we fail to retain existing users or add

new users, or if our users decrease their level of engagement with our products, our revenue, financial results, and business may be significantly

The size of our user base and our user’s

32 unchanged sentences

Our current or future products, such as our development tools and application programming interfaces that enable developers to build, grow, and monetize mobile and web applications, reduce user activity on our products by making it easier for our users to interact and share on third-party mobile and web applications.

If we are unable to maintain or increase our

user base and user engagement, our revenue and financial results may be adversely affected.

Any decrease in user retention, growth, or

engagement could render our products less attractive to users, marketers, and developers, which is likely to have a material and adverse

impact on our revenue, business, financial condition, and results of operations.

If our active user growth rate continues to slow, we

will become increasingly dependent on our ability to maintain or increase levels of user engagement and monetization in order to drive

revenue growth.

If we are unable to maintain or increase our user

base and user engagement, our revenue and financial results may be adversely affected.

Any decrease in user retention, growth, or engagement

could render our products less attractive to users, marketers, and developers, which is likely to have a material and adverse impact on

our revenue, business, financial condition, and results of operations.

If our active user growth rate continues to slow, we will become

increasingly dependent on our ability to maintain or increase levels of user engagement and monetization in order to drive revenue growth.

We face competition from traditional media

19 unchanged sentences

encountered with acquisitions and other strategic transactions.

These risks may prevent us from realizing the expected benefits from

acquisitions and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill

and/or intangible assets recognized at the time of an acquisition.

These risks could be heightened if we complete a large acquisition

or multiple acquisitions within a short period of time.

These risks may prevent us from realizing the expected benefits from acquisitions

and could result in the failure to realize the full economic value of a strategic transaction or the impairment of goodwill and/or intangible

assets recognized at the time of an acquisition.

These risks could be heightened if we complete a large acquisition or multiple acquisitions

within a short period of time.

Our business depends on strong brands and

relationships, and if we are not able to maintain our relationships and enhance our brands, our ability to expand our base of users,

advertisers and affiliates will be impaired and our business and operating results could be harmed.

relationships, and if we are not able to maintain our relationships and enhance our brands, our ability to expand our base of users, advertisers

and affiliates will be impaired and our business and operating results could be harmed.

Maintaining and enhancing our brands’ profiles

9 unchanged sentences

We place substantial reliance upon the efforts

and abilities of Jeremy Frommer, our Chairman of the Board of Directors, and our other executive officers and directors.

Though no individual

is indispensable, the loss of the services of these executive officers could have a material adverse effect on our business, operations,

revenues or prospects.

We do not currently maintain key man life insurance on the lives of these individuals.

and abilities of our executive officers and directors.

Though no individual is indispensable, the loss of the services of these executive

officers could have a material adverse effect on our business, operations, revenues or prospects.

We do not currently maintain key man

life insurance on the lives of these individuals.

If we are unable to protect our intellectual

9 unchanged sentences

rights held by us, and pending and future trademark and patent applications may not be approved.

In addition, effective intellectual

property protection may not be available in every country in which we operate or intend to operate our business.

In any or all of these

cases, we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights.

we have generally taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or

concepts that are substantially similar to ours and compete with our business.

In addition, we regularly contribute software source code

under open source licenses and have made other technology we developed available under other open licenses, and we include open source

software in our products.

If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third

parties, the value of our brands and other intangible assets may be diminished and competitors may be able to more effectively mimic

our products, services, and methods of operations.

In addition, effective intellectual property

protection may not be available in every country in which we operate or intend to operate our business.

In any or all of these cases,

we may be required to expend significant time and expense in order to prevent infringement or to enforce our rights.

Although we have

generally taken measures to protect our proprietary rights, there can be no assurance that others will not offer products or concepts

that are substantially similar to ours and compete with our business.

In addition, we regularly contribute software source code under

open source licenses and have made other technology we developed available under other open licenses, and we include open source software

in our products.

If the protection of our proprietary rights is inadequate to prevent unauthorized use or appropriation by third parties,

the value of our brands and other intangible assets may be diminished and competitors may be able to more effectively mimic our products,

services, and methods of operations.

Any of these events could have an adverse effect on our business and financial results.

6 unchanged sentences

To the extent there are disruptions in our or third-party

payment processing systems, material changes in the payment ecosystem, failure to recertify and/or changes to rules or regulations

concerning payment processing, we could be subject to fines and/or civil liability, or lose our ability to accept credit and debit card

payments, which would harm our reputation and adversely impact our results of operations.

payment processing systems, material changes in the payment ecosystem, failure to recertify and/or changes to rules or regulations concerning

payment processing, we could be subject to fines and/or civil liability, or lose our ability to accept credit and debit card payments,

which would harm our reputation and adversely impact our results of operations.

We are subject to risk as it relates to

software that we license from third parties.

We license software from third parties,

much of which is integral to our systems and our business.

The licenses are generally terminable if we breach our obligations under the

license agreements.

If any of these relationships were terminated or if any of these parties were to cease doing business or cease to

support the applications we currently utilize, we may be forced to spend significant time and money to replace the licensed software.

We license software from third parties, much of

which is integral to our systems and our business.

The licenses are generally terminable if we breach our obligations under the license

If any of these relationships were terminated or if any of these parties were to cease doing business or cease to support

the applications we currently utilize, we may be forced to spend significant time and money to replace the licensed software.

Failures or reduced accessibility of third-party

software on which we rely could impair the availability of our platform and applications and adversely affect our business.

We license software from third parties

for integration into our Vocal platform, including open source software.

These licenses might not continue to be available to us on acceptable

terms, or at all.

While we are not substantially dependent upon any third-party software, the loss of the right to use all or a significant

portion of our third-party software required for the development, maintenance and delivery of our applications could result in delays

in the provision of our applications until we develop or identify, obtain and integrate equivalent technology, which could harm our business.

We license software from third parties for integration

into our Vocal platform, including open source software.

These licenses might not continue to be available to us on acceptable terms,

While we are not substantially dependent upon any third-party software, the loss of the right to use all or a significant portion

of our third-party software required for the development, maintenance and delivery of our applications could result in delays in the provision

of our applications until we develop or identify, obtain and integrate equivalent technology, which could harm our business.

Any errors or defects in the hardware or software

13 unchanged sentences

maintained or updated.

We need to manage growth in operations

to maximize our potential growth and achieve our expected revenues and our failure to manage growth will cause a disruption of our operations,

We need to manage growth in operations to

maximize our potential growth and achieve our expected revenues and our failure to manage growth will cause a disruption of our operations,

resulting in the failure to generate revenue.

In order to maximize potential growth in our

current and potential markets, we believe that we must expand our marketing operations.

This expansion will place a significant strain

on our management and our operational, accounting, and information systems.

In order to maximize potential growth in our current

and potential markets, we believe that we must expand our marketing operations.

This expansion will place a significant strain on our

management and our operational, accounting, and information systems.

We expect that we will need to continue to improve our financial

controls, operating procedures, and management information systems.

We will also need to effectively train, motivate, and manage our

We will also need to effectively train, motivate, and manage our employees.

Our failure to manage our growth could disrupt our operations and ultimately prevent us from generating the revenues we expect.

5 unchanged sentences

decrease in online spending could adversely harm our business.

We plan to generate a substantial portion of

our revenues from advertisers.

We plan to generate a substantial portion of our

revenues from advertisers.

Our advertisers may be able to terminate prospective contracts with us at any time.

Advertisers will not

continue to do business with us if their investment in advertising with us does not generate sales leads, and ultimately customers, or

if we do not deliver their advertisements in an appropriate and effective manner.

If we are unable to remain competitive and provide

value to our advertisers, they may stop placing ads with us, which would adversely affect our revenues and business.

In addition, expenditures

by advertisers tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns.

Adverse macroeconomic conditions

can also have a material negative impact on the demand for advertising and cause our advertisers to reduce the amounts they spend on

advertising, which could adversely affect our revenues and business.

Advertisers will not continue

to do business with us if their investment in advertising with us does not generate sales leads, and ultimately customers, or if we do

not deliver their advertisements in an appropriate and effective manner.

If we are unable to remain competitive and provide value to our

advertisers, they may stop placing ads with us, which would adversely affect our revenues and business.

In addition, expenditures by advertisers

tend to be cyclical, reflecting overall economic conditions and budgeting and buying patterns.

Adverse macroeconomic conditions can also

have a material negative impact on the demand for advertising and cause our advertisers to reduce the amounts they spend on advertising,

which could adversely affect our revenues and business.

Security breaches could harm our business.

Security breaches have become more prevalent

in the technology industry.

Security breaches have become more prevalent in

the technology industry.

We believe that we take reasonable steps to protect the security, integrity and confidentiality of the information

2 unchanged sentences

Although we have

not experienced any material security breaches to date, we may in the future experience attempts to disable our systems or to breach

the security of our systems.

Techniques used to obtain unauthorized access to personal information, confidential information and/or the

systems on which such information are stored and/or to sabotage systems change frequently and generally are not recognized until launched

against a target.

not experienced any material security breaches to date, we may in the future experience attempts to disable our systems or to breach the

security of our systems.

Techniques used to obtain unauthorized access to personal information, confidential information and/or the systems

on which such information are stored and/or to sabotage systems change frequently and generally are not recognized until launched against

As a result, we may be unable to anticipate these techniques or to implement adequate preventative measures.

4 unchanged sentences

could harm our business, financial condition and operating results.

Any failure to maintain the security of our infrastructure could

result in loss of personal information and/or other confidential information, damage to our reputation and customer relationships, early

termination of our contracts and other business losses, indemnification of our customers, financial penalties, litigation, regulatory

investigations and other significant liabilities.

In the event of a major third-party security incident, we may incur losses in excess

of their insurance coverage.

Any failure to maintain the security of our infrastructure could result

in loss of personal information and/or other confidential information, damage to our reputation and customer relationships, early termination

of our contracts and other business losses, indemnification of our customers, financial penalties, litigation, regulatory investigations

and other significant liabilities.

In the event of a major third-party security incident, we may incur losses in excess of their insurance

Moreover, if a high-profile security breach occurs

with respect to us or another digital entertainment company, our customers and potential customers may lose trust in the security of

our business model generally, which could adversely impact our ability to retain existing customers or attract new ones.

with respect to us or another digital entertainment company, our customers and potential customers may lose trust in the security of our

business model generally, which could adversely impact our ability to retain existing customers or attract new ones.

The laws and regulations concerning data

4 unchanged sentences

platforms and networks and on mobile devices.

We collect and store significant amounts of information about our customers—both

personally identifying and non-personally identifying information.

We are subject to laws from a variety of jurisdictions regarding privacy

and the protection of this player information.

For example, the European Union (EU) has traditionally taken a broader view than the United

States and certain other jurisdictions as to what is considered personal information and has imposed greater obligations under data privacy

Children’s Online Privacy Protection Act (COPPA) also regulates the collection, use and disclosure of personal

information from children under 13 years of age.

While none of our content is directed at children under 13 years of age, if COPPA were

to apply to us, failure to comply with COPPA may increase our costs, subject us to expensive and distracting government investigations

and could result in substantial fines.

We collect and store significant amounts of information about our customers-both personally

identifying and non-personally identifying information.

We are subject to laws from a variety of jurisdictions regarding privacy and the

protection of this player information.

For example, the European Union (EU) has traditionally taken a broader view than the United States

and certain other jurisdictions as to what is considered personal information and has imposed greater obligations under data privacy regulations.

Children’s Online Privacy Protection Act (COPPA) also regulates the collection, use and disclosure of personal information

from children under 13 years of age.

While none of our content is directed at children under 13 years of age, if COPPA were to apply to

us, failure to comply with COPPA may increase our costs, subject us to expensive and distracting government investigations and could result

in substantial fines.

Data privacy protection laws are rapidly changing

8 unchanged sentences

to our privacy policy and terms of service.

If we fail to comply with our posted privacy policy or terms of service or if we fail to

comply with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation against us

by governmental authorities or others, which could result in fines or judgments against us, damage our reputation, impact our financial

condition and harm our business.

If regulators, the media or consumers raise any concerns about our privacy and data protection or consumer

protection practices, even if unfounded, this could also result in fines or judgments against us, damage our reputation, and negatively

impact our financial condition and damage our business.

In the area of information security and data

protection, many jurisdictions have passed laws requiring notification when there is a security breach for personal data or requiring

the adoption of minimum information security standards that are often vaguely defined and difficult to implement.

Our security measures

and standards may not be sufficient to protect personal information and we cannot guarantee that our security measures will prevent security

A security breach that compromises personal information could harm our reputation and result in a loss of confidence in our

products and ultimately in a loss of customers, which could adversely affect our business and impact our financial condition.

also subject us to liability under applicable security breach-related laws and regulations and could result in additional compliance

costs, costs related to regulatory inquiries and investigations, and an inability to conduct our business.

If we fail to comply with our posted privacy policy or terms of service or if we fail to comply

with existing privacy-related or data protection laws and regulations, it could result in proceedings or litigation against us by governmental

authorities or others, which could result in fines or judgments against us, damage our reputation, impact our financial condition and

harm our business.

If regulators, the media or consumers raise any concerns about our privacy and data protection or consumer protection

practices, even if unfounded, this could also result in fines or judgments against us, damage our reputation, and negatively impact our

financial condition and damage our business.

In the area of information security and data protection,

many jurisdictions have passed laws requiring notification when there is a security breach for personal data or requiring the adoption

of minimum information security standards that are often vaguely defined and difficult to implement.

Our security measures and standards

may not be sufficient to protect personal information and we cannot guarantee that our security measures will prevent security breaches.

A security breach that compromises personal information could harm our reputation and result in a loss of confidence in our products and

ultimately in a loss of customers, which could adversely affect our business and impact our financial condition.

This could also subject

us to liability under applicable security breach-related laws and regulations and could result in additional compliance costs, costs related

to regulatory inquiries and investigations, and an inability to conduct our business.

Changes to federal, state or international

12 unchanged sentences

could decline.

We depend in part on various internet search

websites, such as Google.com, Bing.com, Yahoo.com and other websites to direct a significant amount of traffic to our websites.

websites typically provide two types of search results, algorithmic and purchased listings.

Algorithmic listings generally are determined

and displayed as a result of a set of unpublished formulas designed by search engine companies in their discretion.

Purchased listings

generally are displayed if particular word searches are performed on a search engine.

We rely on both algorithmic and purchased search

results, as well as advertising on other internet websites, to direct a substantial share of visitors to our websites and to direct traffic

to the advertiser customers we serve.

If these internet search websites modify or terminate their relationship with us or we are outbid

by our competitors for purchased listings, meaning that our competitors pay a higher price to be listed above us in a list of search

results, traffic to our websites could decline.

Such a decline in traffic could affect our ability to generate advertising revenue and

could reduce the desirability of advertising on our websites.

We depend in part on various internet search websites,

such as Google.com, Bing.com, Yahoo.com and other websites to direct a significant amount of traffic to our websites.

Search websites

typically provide two types of search results, algorithmic and purchased listings.

Algorithmic listings generally are determined and displayed

as a result of a set of unpublished formulas designed by search engine companies in their discretion.

Purchased listings generally are

displayed if particular word searches are performed on a search engine.

We rely on both algorithmic and purchased search results, as well

as advertising on other internet websites, to direct a substantial share of visitors to our websites and to direct traffic to the advertiser

customers we serve.

If these internet search websites modify or terminate their relationship with us or we are outbid by our competitors

for purchased listings, meaning that our competitors pay a higher price to be listed above us in a list of search results, traffic to

our websites could decline.

Such a decline in traffic could affect our ability to generate advertising revenue and could reduce the desirability

of advertising on our websites.

Our business involves risks of liability

claims arising from our media content, which could adversely affect our ability to generate revenue and could increase our operating

claims arising from our media content, which could adversely affect our ability to generate revenue and could increase our operating expenses.

As a distributor of media content, we face potential

1 unchanged sentence

and/or obscenity laws and other claims based on the nature and content of the materials distributed.

These types of claims have been

brought, sometimes successfully, against broadcasters, publishers, online services and other disseminators of media content.

Any imposition

of liability that is not covered by insurance or is in excess of our insurance coverage could have a material adverse effect on us.

addition, measures to reduce our exposure to liability in connection with content available through our internet websites could require

us to take steps that would substantially limit the attractiveness of our internet websites and/or their availability in certain geographic

areas, which could adversely affect our ability to generate revenue and could increase our operating expenses.

Intellectual property litigation could

expose us to significant costs and liabilities and thus negatively affect our business, financial condition and results of operations.

These types of claims have been brought,

sometimes successfully, against broadcasters, publishers, online services and other disseminators of media content.

Any imposition of

liability that is not covered by insurance or is in excess of our insurance coverage could have a material adverse effect on us.

measures to reduce our exposure to liability in connection with content available through our internet websites could require us to take

steps that would substantially limit the attractiveness of our internet websites and/or their availability in certain geographic areas,

which could adversely affect our ability to generate revenue and could increase our operating expenses.

Intellectual property litigation could expose

us to significant costs and liabilities and thus negatively affect our business, financial condition and results of operations.

We may be subject to claims of infringement of

2 unchanged sentences

generally time-consuming and expensive to litigate or settle and the outcome of such disputes is uncertain and difficult to predict.

The existence of such disputes may require us to set-aside substantial reserves and has the potential to significantly affect our overall

existence of such disputes may require us to set-aside substantial reserves and has the potential to significantly affect our overall

financial standing.

10 unchanged sentences

Although we have been and are currently involved

in multiple areas of commerce, internet services, and high technology where there is a substantial risk of future patent litigation,

we have not obtained insurance for patent infringement losses.

If we are unsuccessful at resolving pending and future patent litigation

in a reasonable and affordable manner, it could disrupt our business and operations, including by negatively impacting areas of commerce

in multiple areas of commerce, internet services, and high technology where there is a substantial risk of future patent litigation, we

have not obtained insurance for patent infringement losses.

If we are unsuccessful at resolving pending and future patent litigation in

a reasonable and affordable manner, it could disrupt our business and operations, including by negatively impacting areas of commerce

or putting us at a competitive disadvantage.

If we are unable to obtain or maintain

key website addresses, our ability to operate and grow our business may be impaired.

If we are unable to obtain or maintain key

website addresses, our ability to operate and grow our business may be impaired.

Our website addresses, or domain names, are critical

9 unchanged sentences

could cause us to incur significant expenses and lead to the loss of users and advertisers.

To be successful, our network infrastructure

has to perform well and be reliable.

The greater the user traffic and the greater the complexity of our products and services, the more

computer power we will need.

To be successful, our network infrastructure has

to perform well and be reliable.

The greater the user traffic and the greater the complexity of our products and services, the more computer

power we will need.

We could incur substantial costs if we need to modify our websites or our infrastructure to adapt to technological

If we do not maintain our network infrastructure successfully, or if we experience inefficiencies and operational failures,

the quality of our products and services and our users’ experience could decline.

Maintaining an efficient and technologically

advanced network infrastructure is particularly critical to our business because of the pictorial nature of the products and services

provided on our websites.

If we do not maintain our network infrastructure successfully, or if we experience inefficiencies and operational failures, the

quality of our products and services and our users’ experience could decline.

Maintaining an efficient and technologically advanced

network infrastructure is particularly critical to our business because of the pictorial nature of the products and services provided

on our websites.

A decline in quality could damage our reputation and lead us to lose current and potential users and advertisers.

Cost increases, loss of traffic or failure to accommodate new technologies or changing business requirements could harm our operating

results and financial condition.

increases, loss of traffic or failure to accommodate new technologies or changing business requirements could harm our operating results

and financial condition.

Operating a network open to all internet

5 unchanged sentences

As such, we run the risk of federal and state law enforcement prosecution.

Unfavorable global economic, business, or political conditions

could adversely affect our business, financial condition or results of operations.

Our results of operations could be adversely

affected by general conditions in the global economy and in the global financial markets, including conditions that are outside of our

control, including the impact of health and safety concerns, such as those relating to the current COVID-19 coronavirus (“COVID-19”)

The continuing global COVID-19 pandemic has created

significant volatility, uncertainty and economic disruption.

The extent to which the COVID-19 pandemic continues to impact our business,

operations and financial results will depend on numerous evolving factors that we may not be able to accurately predict, including:

duration and scope of the pandemic;

governmental, business and individuals’ actions, including vaccination requirements, that have

been and continue to be taken in response to the pandemic;

the impact of the pandemic on economic activity and actions taken in response;

and any future variants that may arise and its effects on the overall response to the pandemic.

The COVID-19 coronavirus and actions

taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries,

including the geographical area in which the Company operates.

Our direct-to-consumer brands

experienced supply-chain issues as a direct result of the COVID-19 pandemic, resulting in delayed growth within these business lines.

Additionally, the global financial crisis in connection with the COVID-19 pandemic has caused extreme volatility and disruptions in the

capital and credit markets.

A severe or prolonged economic downturn could result in a variety of risks to our business, including weakened

demand for our Vocal platform and our ability to raise additional capital when needed on acceptable terms, if at all.

Any of the foregoing

could harm our business and we cannot anticipate all the ways in which the current economic climate and financial market conditions could

adversely impact our business .

Risks Related To Our Common Stock

The price of our common stock may be subject to wide fluctuations.

Even though we have our shares listed with The

Nasdaq Capital Market, the market price of our Common Stock may be highly volatile and subject to wide fluctuations in response to a

variety of factors and risks, many of which are beyond our control.

In addition to the risks noted elsewhere in this Form 10-K, some

of the other factors affecting our stock price may include:

The market price of our Common Stock may be highly

volatile and subject to wide fluctuations in response to a variety of factors and risks, many of which are beyond our control.

to the risks noted elsewhere in this Form 10-K, some of the other factors affecting our stock price may include:

Variations in our operating results;

7 unchanged sentences

has often been instituted against the public company.

Regardless of its outcome, this type of litigation could result in substantial

costs to us and a likely diversion of our management’s attention.

Regardless of its outcome, this type of litigation could result in substantial costs

to us and a likely diversion of our management’s attention.

You may lose all of your investment.

1 unchanged sentence

degree of risk.

As an investor, you might never recoup all, or even part of, your investment and you may never realize any return on

your investment.

As an investor, you might never recoup all, or even part of, your investment and you may never realize any return on your

You must be prepared to lose all your investment.

1 unchanged sentence

shares of common stock, which would reduce investors’ percent of ownership and dilute our share value

Our Second Amended and Restated Articles of Incorporation authorize

the issuance of 100,000,000 shares of common stock, and 20,000,000 shares of preferred stock.

Currently the Company has 500 shares of

Preferred Series E stock outstanding.

Additionally, as of March 31, 2022 there are outstanding (i) warrants to purchase 8,580,144 shares

of our common stock;

Our Second Amended and Restated Articles of Incorporation

authorize the issuance of 1,500,000,000 shares of common stock, and 20,000,000 shares of preferred stock.

Currently the Company has 450

shares of Preferred Series E stock outstanding.

Additionally, as of April 19, 2023 there are outstanding (i) warrants to purchase 35,665,533

shares of our common stock;

(ii) options exercisable into 4,408,267 shares of our common stock;

and (iii) 121,359 shares underlying the conversion

of Preferred Series E shares.

and (iii) 109,223 shares underlying the

conversion of Preferred Series E shares.

Assuming all of the Company’s currently

22 unchanged sentences

as a director or officer, and the breach of those duties involved intentional misconduct, fraud or a knowing violation of law.

stockholders’ ability to recover damages for fiduciary breaches may be reduced by this statute.

Our stockholders’

ability to recover damages for fiduciary breaches may be reduced by this statute.

We do not anticipate paying any cash dividends

3 unchanged sentences

on our common stock in the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the

development and growth of our business.

In addition, and any future loan arrangements we enter into may contain, terms prohibiting or

limiting the amount of dividends that may be declared or paid on our common stock.

As a result, capital appreciation, if any, of our

common stock will be your sole source of gain for the foreseeable future.

We currently intend to retain all available funds and any future earnings to fund the development

and growth of our business.

In addition, and any future loan arrangements we enter into may contain, terms prohibiting or limiting the

amount of dividends that may be declared or paid on our common stock.

As a result, capital appreciation, if any, of our common stock will

be your sole source of gain for the foreseeable future.

Sales of a substantial number of shares

1 unchanged sentence

Sales of a substantial number of shares of our

common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock

and could impair our ability to raise capital through the sale of additional equity securities.

We are unable to predict the effect that

sales may have on the prevailing market price of our common stock.

common stock in the public market or the perception that these sales might occur, could depress the market price of our common stock and

could impair our ability to raise capital through the sale of additional equity securities.

We are unable to predict the effect that sales

may have on the prevailing market price of our common stock.

We may issue additional shares of preferred

7 unchanged sentences

of, or impair the voting power of, our common stockholders.

As of the date of this Form 10-K, we do have 500 shares of Preferred Series

E stock outstanding.

As of the date of this Form 10-K, we have 450 shares of Preferred Series E

stock outstanding.

The issuance of a series of preferred stock could

3 unchanged sentences

In addition, advanced notice is required prior to stockholder proposals, which might further delay a change of control.

Additionally, our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred

rights to our assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and

the right to the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock.

To the extent

that we do issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including,

without limitation, dilution of your ownership interests in us.

Additionally,

our board of directors could authorize the issuance of a series of preferred stock that would grant to holders preferred rights to our

assets upon liquidation, the right to receive dividends before dividends are declared to holders of our common stock, and the right to

the redemption of such preferred shares, together with a premium, prior to the redemption of the common stock.

To the extent that we do

issue such additional shares of preferred stock, your rights as holders of common stock could be impaired thereby, including, without

limitation, dilution of your ownership interests in us.

Each of our Second Amended and Restated

5 unchanged sentences

forum, the Eighth Judicial District Court of Clark County, Nevada shall be the sole and exclusive forum for state law claims with respect

(i) any derivative action or proceeding brought in the name or right of the Company or on its behalf, (ii) any action

asserting a claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or

the Company’s stockholders, (iii) any action arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes

Chapters 78 or 92A or any provision of the Company’s Second Amended and Restated Articles of Incorporation or Amended and Restated

Bylaws or (iv) any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action

to interpret, apply, enforce or determine the validity of the Company’s Second Amended and Restated Articles of Incorporation or

Amended and Restated Bylaws.

This exclusive forum provision would not apply to suits brought to enforce any liability or duty created

by the Securities Act or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

To the extent

that any such claims may be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over

all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder.

(i) any derivative action or proceeding brought in the name or right of the Company or on its behalf, (ii) any action asserting a

claim for breach of any fiduciary duty owed by any director, officer, employee or agent of the Company to the Company or the Company’s

stockholders, (iii) any action arising or asserting a claim arising pursuant to any provision of Nevada Revised Statutes Chapters 78 or

92A or any provision of the Company’s Second Amended and Restated Articles of Incorporation or Amended and Restated Bylaws or (iv)

any action asserting a claim governed by the internal affairs doctrine, including, without limitation, any action to interpret, apply,

enforce or determine the validity of the Company’s Second Amended and Restated Articles of Incorporation or Amended and Restated

This exclusive forum provision would not apply to suits brought to enforce any liability or duty created by the Securities Act

or the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

To the extent that any such claims may

be based upon federal law claims, Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce

any duty or liability created by the Exchange Act or the rules and regulations thereunder.

Section 22 of the Securities Act creates concurrent

3 unchanged sentences

a federal forum provision which provides that unless the Company consents in writing to the selection of an alternative forum, the federal

district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of

action arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock

of the Company are deemed to have notice of and consented to this provision.

As this provision applies to Securities Act claims, there

may be uncertainty whether a court would enforce such a provision.

These choice of forum provisions may limit a

stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors,

officers or other employees, which may discourage such lawsuits against the Company and its directors, officers and other employees.

Alternatively, if a court were to find our choice of forum provisions contained in either our Second Amended and Restated Articles of

Incorporation or Amended and Restated Bylaws to be inapplicable or unenforceable in an action, the Company may incur additional costs

associated with resolving such action in other jurisdictions, which could harm its business, results of operations, and financial condition.

district courts of the United States of America will be the exclusive forum for the resolution of any complaint asserting a cause of action

arising under the Securities Act.

Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the

Company are deemed to have notice of and consented to this provision.

As this provision applies to Securities Act claims, there may be

uncertainty whether a court would enforce such a provision.

These choice of forum provisions may limit a stockholder’s

ability to bring a claim in a judicial forum that it finds favorable for disputes with the Company or its directors, officers or other

employees, which may discourage such lawsuits against the Company and its directors, officers and other employees.

Alternatively, if a

court were to find our choice of forum provisions contained in either our Second Amended and Restated Articles of Incorporation or Amended

and Restated Bylaws to be inapplicable or unenforceable in an action, the Company may incur additional costs associated with resolving

such action in other jurisdictions, which could harm its business, results of operations, and financial condition.

Dual listing on OTCQB and Upstream may lead

to additional stock price volatility and heightened regulation.

Dual listing on two stock exchanges has the risk

of the additional regulatory and compliance requirements that come with operating on multiple exchanges.

We will need to comply with the

rules and regulations of each of OTCQB and Upstream, which may include different reporting requirements, disclosure obligations, and accounting

Dual listing may increase the exposure of the Company to market risks, including currency fluctuations and geopolitical events,

as it may be subject to different economic conditions and political environments in each exchange, which could potentially lead to greater

volatility in the Company’s stock price and may negatively impact investor sentiment.

There also is a risk that the additional scrutiny

and regulatory requirements associated with dual listing may discourage some investors from investing in the Company, or make it more

difficult for the Company to attract new investors.

This could potentially limit the Company’s access to capital and its ability to fund

its growth and expansion plans.

There are risks associated with issuing

NFTs, including a potential finding of a violation of securities laws by a regulatory authority .

In connection

with its listing on Upstream, the Company issued NFTs to shareholders who transferred their shares to the Upstream platform.

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.

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.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING

This Annual Report contains forward-looking statements.

These forward-looking statements contain information about our expectations, beliefs or intentions regarding our product development

and commercialization efforts, business, financial condition, results of operations, strategies or prospects, and other similar matters.

These forward-looking statements are based on management’s current expectations and assumptions about future events, which are

inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict.

These statements may be identified

by words such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,”

These forward-looking statements contain information about our expectations, beliefs or intentions regarding our product development and

commercialization efforts, business, financial condition, results of operations, strategies or prospects, and other similar matters.

forward-looking statements are based on management’s current expectations and assumptions about future events, which are inherently

subject to uncertainties, risks and changes in circumstances that are difficult to predict.

These statements may be identified by words

such as “expects,” “plans,” “projects,” “will,” “may,” “anticipates,”

“believes,” “should,” “intends,” “estimates,” and other words of similar meaning.

These statements relate to future events or our

future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our

actual results, performance or achievements to be materially different from any future results, performance or achievements expressed

or implied by these forward-looking statements.

Factors that may cause actual results to differ materially from current expectations

include, among other things, those listed under the section titled “Risk Factors” and elsewhere in this Annual Report.

Any forward-looking statement in this Annual

Report reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions

relating to our business, results of operations, industry and future growth.

Given these uncertainties, you should not place undue reliance

on these forward-looking statements.

future operational or financial performance, and involve known and unknown risks, uncertainties and other factors that may cause our actual

results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied

by these forward-looking statements.

Factors that may cause actual results to differ materially from current expectations include, among

other things, those listed under the section titled “Risk Factors” and elsewhere in this Annual Report.

Any forward-looking statement in this Annual Report

reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions relating

to our business, results of operations, industry and future growth.

Given these uncertainties, you should not place undue reliance on

these forward-looking statements.

No forward-looking statement is a guarantee of future performance.

7 unchanged sentences

the estimated size of those markets and their projected growth rates.

Information that is based on estimates, forecasts, projections

or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events

and circumstances reflected in this information.

Unless otherwise expressly stated, we obtained these industry, business, market and

other data from reports, research surveys, studies and similar data prepared by third parties, industry and general publications, government

Information that is based on estimates, forecasts, projections or

similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and

circumstances reflected in this information.

Unless otherwise expressly stated, we obtained these industry, business, market and other

data from reports, research surveys, studies and similar data prepared by third parties, industry and general publications, government

data and similar sources.

2 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 1A. Risk Factors