Creatd, Inc. 10-K

ITEM 9A. CONTROLS AND PROCEDURES (a) Evaluation of Disclosure and Control Procedures Based on an evaluation as of the end of the period covered by this Annual Report on Form 10-K, our principal executive and financial officers have concluded that our disclosure controls and procedures (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act) are not effective to ensure that information required to be disclosed by us in report that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our chief executive officer, as appropriate to allow timely decisions regarding required disclosure. (b) Management’s Report on Internal Control over Financial Reporting This Company’s management is responsible for establishing and maintaining internal controls over financial reporting and disclosure controls. Internal Control Over Financial Reporting is a process designed by, or under the supervision of, the Company’s principal executive and financial officer, or persons performing similar functions, and effected by the board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that: (1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (2) Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the registrant; and (3) Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer’s assets that could have a material effect on the financial statements. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed under the Securities Exchange is appropriately recorded, processed, summarized and reported within the specified time periods. Management has conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the framework established in Internal Control-Integrated Framework-2013 issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). As of period covered by this Annual Report on Form 10-K, we have concluded that our internal control over financial reporting was not effective. The Company’s assessment identified certain material weaknesses which are set forth below: Functional Controls and Segregation of Duties Because of the Company’s limited resources, there are limited controls over information processing. There is an inadequate segregation of duties consistent with control objectives. Our Company’s management is composed of a small number of individuals resulting in a situation where limitations on segregation of duties exist. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Accordingly, as the result of identifying the above material weakness we have concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements may not be prevented or detected on a timely basis by the Company’s internal controls. 36 Management believes that the material weaknesses set forth above were the result of the scale of our operations and are intrinsic to our small size and believes these weaknesses did not have a material effect on our financial results. Management continues to take actions to remedy these weaknesses, including the process of hiring additional staff to create the necessary segregation of duties to improve controls over information processing. Additionally, management has initiated the process of building a risk management framework with plans to embed the principles of this framework across all aspects of the business. This Annual Report on Form 10-K does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to rules of the SEC that permit the Company to provide only management’s report herein. (c) Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during our most recently completed fiscal quarter that have materially affected our internal control over financial reporting. ITEM 9B. OTHER INFORMATION None Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. Not Applicable. 37 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The following table and biographical summaries set forth information, including principal occupation and business experience, about our directors and executive officers as of the date of this Form 10-K: Name Age Positions Jeremy Frommer 54 Chief Executive Officer Peter Majar 58 Director Erica Wagner 55 Director Justin Maury 34 Director Chelsea Pullano 32 Chief Financial Officer Robert Tal 33 Chief Information Officer Jeremy Frommer - Chief Executive Officer Mr. Frommer was appointed Executive Chairman in February 2022 and has been a member of our board of directors since February 2016. Previously, he served as our Chief Executive Officer from February 2016 to August 2021, and Co-Chief Executive Officer from August 2021 to February 2022. Mr. Frommer has over 20 years of experience in the financial technology industry. Previously, Mr. Frommer held key leadership roles in the investment banking and trading divisions of large financial institutions. From 2009 to 2012, Mr. Frommer was briefly retired until beginning concept formation for Jerrick Ventures which he officially founded in 2013. From 2007 to 2009, Mr. Frommer was Managing Director of Global Prime Services at RBC Capital Markets, the investment banking arm of the Royal Bank of Canada, the largest financial institution in Canada, after the sale of Carlin Financial Group, a professional trading firm. From 2004 to 2007, Mr. Frommer was the Chief Executive Officer of Carlin Financial Group after the sale of NextGen Trading, a software development company focused on building equity trading platforms. From 2002 to 2004, Mr. Frommer was Founder and Chief Executive Officer of NextGen Trading. From 2000 to 2002, he was Managing Director of Merger Arbitrage Trading at Bank of America, a financial services firm. Mr. Frommer was also a director of LionEye Capital, a hedge fund from June 2012 to June 2014. He holds a B.A. from the University of Albany. We believe Mr. Frommer is qualified to serve on our board of directors due to his financial and leadership experience. Peter Majar – Director Peter Majar was appointed to the Board on November 2, 2022. Mr. Majar, is the Founder and Managing Member of Majar Advisors, combines over 25 years of experience in investment banking, financial services and technology, and management consulting, having held numerous senior management and executive positions including Chief Financial Officer, Head of Financial Technology, Head of Strategy, as well as several Managing Director positions. From 2015 to 2017, Mr. Majar served as Managing Director in Investment Banking and co-Head of Diversified Financial Services at Piper Jaffray & Co. (now Piper Sandler Companies). From 2017 to 2018, Mr. Majar provided management consulting services through his self-established firm, Majar Advisors LLC, which remains in operation through the present. From 2018 to 2021, Mr. Majar served as Managing Director, Head of Financial Technology at New York-based investment banking and financial advisory firm, TAP Advisors, LLC. Between 2021 and 2022, Mr. Majar served as Chief Financial Officer at information technology company Hoyos Integrity Corp., having previously served as a longtime advisor to the firm. Mr. Majar holds an undergraduate degree from University of Washington and an MBA from Columbia University. As a board director, Mr. Majar will add considerable value, including through his comprehensive and diverse investment management experience, deep knowledge of financial technology services and transactions, and broad experience with corporate development, strategy consulting, and executive leadership. Erica Wagner – Director Erica Wagner joins the Board with over 25 years of experience as a journalist, broadcaster, editor and author. From 2016 through 2021, Ms. Wagner was a Lecturer, and later Senior Lecturer, at Goldsmith’s College, University of London, where she taught creative writing. Ms. Wagner was previously Lead Editorial Innovator for Creatd, Inc., has previously and currently held roles as a freelance editor, journalist, and contributing writer for numerous outlets both in the U.K. and the U.S., including The New Statesman, Harper’s Bazaar, the Economist, the Observer, the New York Times. Ms. Wagner is also a freelance literary and creative consultant for Chanel, as well as the host of their branded podcast. She has twice been a judge of the Booker Prize and has been judge and Chair of the Goldsmiths Prize. In 2015, Ms. Wagner was awarded an Honorary PhD by the University of East Anglia, and currently Goldsmith’s College Distinguished Writers’ Centre Fellow. She has an undergraduate degree from University of Cambridge, a Master’s degree from University of East Anglia, and an Honorary PhD from the University of East Anglia. As a member of Creatd’s board of directors, Ms. Wagner will add significant expertise with respect to informing the Company’s literary and creative direction, having worked closely with news organizations, commercial companies and publishers, to advise their creative direction and its application towards commercial success. 38 Justin Maury - Chief Operating Officer and President Mr. Maury served as our President since January 2019, and was appointed Chief Operating Officer in August 2021, on September 2, 2022, Mr. Maury was appointed to serve as Director of the Company’s Board. Mr Maury is a full stack design director with an expertise in product development. With over ten years of design and product management experience in the creative industry, Mr. Maury’s passion for the creative arts and technology ultimately resulted in the vision for Vocal. Since joining Creatd in 2013, Maury has overseen the development and launch of the company’s flagship product, Vocal, an innovative platform that provides storytelling tools and engaged communities for creators and brands to get discovered while funding their creativity. Under Maury’s supervision, Vocal has achieved growth to over 380,000 creators across 34 genre-specific communities in its first two years since launch. As a director, we believe Mr. Maury will add considerable value, including through by providing a unique perspective into Creatd’s product performance and evolution and by providing invaluable direct input to help guide the Company’s ongoing refinement of its technology roadmap and maturation of its business model. Chelsea Pullano - Chief Financial Officer Ms. Pullano has been our Chief Financial Officer since June 2020. She has a long history of leadership at Creatd, serving as a member of the Company’s Management Committee for four years. Prior to her current role, Ms. Pullano was an integral member of our finance department since 2017, most recently serving as our Head of Corporate Finance, a role in which she coordinated our periodic reports under the Exchange Act and other financial matters. Prior to joining the Finance Department, Ms. Pullano was a member of our operations team from 2015 to 2017. She holds a B.A. from the State University of New York College at Geneseo. Robert Tal - Chief Information Officer Robert Tal is Chief Information Officer at Creatd, Inc., a role to which he was appointed following nearly eight years of experience building and running data management and analytics capabilities, leading the Company’s growth marketing strategy and team encompassing acquisition and lifecycle, managing data science projects focused on subscription growth and maintaining strong collaboration with the product team; under Mr. Tal’s supervision, the Company has significantly increased its return on advertising spend as well as lowered its customer acquisition costs. During his lengthy tenure with Creatd, beginning in 2015, Mr. Tal has gained in-depth knowledge of the Company’s business and operations, and has worked closely with executive team, board of directors, and leaders of each of Creatd’s business units to advance the Company’s business intelligence capabilities, develop and maintain information systems controls and strengthen Creatd’s information technology organization. Mr. Tal has an undergraduate degree in information technology and informatics from Rutgers University. Director Terms; Qualifications Members of our board of directors serve until the next annual meeting of stockholders, or until their successors have been duly elected. When considering whether directors and nominees have the experience, qualifications, attributes and skills to enable the board of directors to satisfy its oversight responsibilities effectively in light of the Company’s business and structure, the board of directors focuses primarily on the industry and transactional experience, and other background, in addition to any unique skills or attributes associated with a director. Director or Officer Involvement in Certain Legal Proceedings There are no material proceedings to which any director or officer, or any associate of any such director or officer, is a party that is adverse to our Company or any of our subsidiaries or has a material interest adverse to our Company or any of our subsidiaries. No director or executive officer has been a director or executive officer of any business which has filed a bankruptcy petition or had a bankruptcy petition filed against it during the past ten years. No director or executive officer has been convicted of a criminal offense or is the subject of a pending criminal proceeding during the past ten years. No director or executive officer has been the subject of any order, judgment or decree of any court permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities during the past ten years. No director or officer has been found by a court to have violated a federal or state securities or commodities law during the past ten years. 39 Directors and Officers Liability Insurance The Company has directors’ and officers’ liability insurance insuring its directors and officers against liability for acts or omissions in their capacities as directors or officers, subject to certain exclusions. Such insurance also insures the Company against losses, which it may incur in indemnifying its officers and directors. In addition, officers and directors also have indemnification rights under applicable laws, and the Company’s Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws. Director Independence Our board of directors has undertaken a review of the independence of our directors and considered whether any director has a material relationship with it that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities. Based upon information requested from and provided by each director concerning his background, employment and affiliations, including family relationships, the board of directors has determined that Peter Majar is “independent” as that term is defined under the applicable rules and regulations of the SEC and the listing standards of The Nasdaq Stock Market LLC (“Nasdaq”). In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with the Company and all other facts and circumstances our board of directors deemed relevant in determining their independence, including the beneficial ownership of the Company’s capital stock by each non-employee director, and any transactions involving them described in the section captioned “—Certain relationships and related transactions and director independence.” Board Committees The Company’s Board has established three standing committees: Audit, Compensation, and Nominating and Corporate Governance. Each of the committees operates pursuant to its charter. The committee charters will be reviewed annually by the Nominating and Corporate Governance Committee. If appropriate, and in consultation with the chairs of the other committees, the Nominating and Corporate Governance Committee may propose revisions to the charters. The responsibilities of each committee are described in more detail below. Audit Committee The Audit Committee, among other things, is responsible for: ● Appointing; approving the compensation of; overseeing the work of; and assessing the independence, qualifications, and performance of the independent auditor; ● Reviewing the internal audit function, including its independence, plans, and budget; ● Approving, in advance, audit and any permissible non-audit services performed by our independent auditor; ● Reviewing our internal controls with the independent auditor, the internal auditor, and management; ● Reviewing the adequacy of our accounting and financial controls as reported by the independent auditor, the internal auditor, and management; ● Overseeing our financial compliance system; and ● Overseeing our major risk exposures regarding the Company’s accounting and financial reporting policies, the activities of our internal audit function, and information technology. 40 The board of directors has affirmatively determined that each member of the Audit Committee meets the additional independence criteria applicable to audit committee members under SEC rules and Nasdaq listing rules. The board of directors has adopted a written charter setting forth the authority and responsibilities of the Audit Committee. The Board has affirmatively determined that each member of the Audit Committee is financially literate, and that Mr. Majar meets the qualifications of an Audit Committee financial expert. The Audit Committee consists of Mr. Majar, Chair. Compensation Committee The Compensation Committee will be responsible for: ● Reviewing and making recommendations to the Board with respect to the compensation of our officers and directors, including the CEO; ● Overseeing and administering the Company’s executive compensation plans, including equity-based awards; ● Negotiating and overseeing employment agreements with officers and directors; and ● Overseeing how the Company’s compensation policies and practices may affect the Company’s risk management practices and/or risk-taking incentives. The board of directors has adopted a written charter setting forth the authority and responsibilities of the Compensation Committee. The Compensation Committee consists of Mr. Majar, who serves as chair, and Ms. Wagner. The board of directors has affirmatively determined that Peter Majar meets the independence criteria applicable to compensation committee members under SEC rules and Nasdaq listing rules. The Company believes that the composition of the Compensation Committee meets the requirements for independence under, and the functioning of such Compensation Committee will comply with, any applicable requirements of the rules and regulations of Nasdaq listing rules and the SEC. Nominating and Corporate Governance Committee The Nominating and Corporate Governance Committee, among other things, is responsible for: ● Reviewing and assessing the development of the executive officers and considering and making recommendations to the Board regarding promotion and succession issues; ● Evaluating and reporting to the Board on the performance and effectiveness of the directors, committees and the Board as a whole; ● Working with the Board to determine the appropriate and desirable mix of characteristics, skills, expertise and experience, including diversity considerations, for the full Board and each committee; ● Annually presenting to the Board a list of individuals recommended to be nominated for election to the Board; ● Reviewing, evaluating, and recommending changes to the Company’s Corporate Governance Principles and Committee Charters; ● Recommending to the Board individuals to be elected to fill vacancies and newly created directorships; ● Overseeing the Company’s compliance program, including the Code of Conduct; and ● Overseeing and evaluating how the Company’s corporate governance and legal and regulatory compliance policies and practices, including leadership, structure, and succession planning, may affect the Company’s major risk exposures. 41 The board of directors has adopted a written charter setting forth the authority and responsibilities of the Corporate Governance/Nominating Committee. The Nominating and Corporate Governance Committee consists of Ms. Wagner, who serves as chair, and Mr. Majar. The Company’s board of directors has determined that Peter Majar is independent within the meaning of the independent director guidelines of Nasdaq listing rules. Compensation Committee Interlocks and Insider Participation None of the Company’s executive officers serves, or in the past has served, as a member of the compensation committee, or other committee serving an equivalent function, of any entity that has one or more executive officers who serve as members of the Company’s board of directors or its compensation committee. Code of Business Conduct and Ethics The Company’s Board of Directors has adopted a code of business conduct and ethics applicable to its employees, directors and officers, in accordance with applicable U.S. federal securities laws and the corporate governance rules of Nasdaq. The code of business conduct and ethics will be publicly available on the Company’s website. Any substantive amendments or waivers of the code of business conduct and ethics or code of ethics for senior financial officers may be made only by the Company’s board of directors and will be promptly disclosed as required by applicable U.S. federal securities laws and the corporate governance rules of Nasdaq. Corporate Governance Guidelines The Company’s board of directors has adopted corporate governance guidelines in accordance with the corporate governance rules of Nasdaq. Delinquent Section 16(A) Reports. Section 16(a) of the Exchange Act requires the Company’s officers and directors, and persons who beneficially own more than 10% of a registered class of the Company’s equity securities, to file reports of ownership and changes in ownership with the SEC and are required to furnish copies to the Company. Based solely on the review of the Changes of Beneficial Ownership disclosures on Forms 3, 4 and 5 filed with the Securities and Exchange Commission, the following persons filed the following number of transactions on Section 16 beneficial ownership disclosure filings late for transactions: ● Mr. Jeremy Frommer filed one Form 4 late with respect to three transaction. ● Mr. Peter Majar is late with respect to one Form 3 filing. ● Ms. Erica Wagner is late with respect to one Form 3 filing. 42 ITEM 11. EXECUTIVE COMPENSATION The following information is related to the compensation paid, distributed or accrued by us for the years ended December 31, 2022 and December 31, 2021 for our Chief Executive Officer (principal executive officer) serving during the year ended December 31, 2022 and the three other executive officers serving at December 31, 2021 whose total compensation exceeded $100,000 (the “Named Executive Officers”). Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred Compensation Earnings ($) All Other Compensation ($) Total ($) Laurie Weisberg 2022 $ 361,234 - $ 52,000 $ 316,949 - - $ 542,679 (1) $ 1,272,862 Former Chief Executive Officer (9) 2021 $ 313,750 $ 25,000 $ 20,226 763,894 - - $ 24,925 (2) $ 1,147,795 Justin Maury 2022 $ 426,731 $ 62,500 $ 52,000 $ 859,011 - - $ 8,344 (3) $ 828,164 President & Chief Operating Officer 2021 $ 306,923 $ 5,000 - $ 1,479,328 - - $ 7,919 (4) $ 1,799,170 Chelsea Pullano 2022 $ 230,961 $ 31,250 $ 36,400 $ 319,788 - - $ 8,706 (5) $ 394,315 Chief Financial Officer 2021 $ 207,616 - - $ 610,052 - - $ 7,632 (6) $ 825,300 Jeremy Frommer 2022 $ 329,344 $ 342,317 $ 52,000 $ 937,721 - - $ 87,363 (7) $ 1,127,974 Chief Executive Officer (10) 2021 $ 665,433 $ 200,000 - $ 1,709,628 - - $ 98,237 (8) $ 2,673,298 (1) The $542,679 includes payment to Ms. Weisberg for living expenses, health insurance, and severance pay. (2) The $24,925 includes payment to Ms. Weisberg for health insurance. (3) The $8,344 includes payment to Mr. Maury for health insurance. (4) The $7,919 includes payment to Mr. Maury for health insurance. (5) The $8,706 includes payment to Ms. Pullano for health insurance. (6) The $7,632 includes payment to Ms. Pullano for health insurance. (7) The $87,363 includes payment to Mr. Frommer for living expenses, health insurance and a vehicle allowance. (8) The $98,237 includes payment to Mr. Frommer for living expenses, health insurance and a vehicle allowance. (9) Ms. Weisberg served as Chief Operating Officer from September 2020 to August 2021, Co-Chief Executive Officer with Jeremy Frommer from August 2021 to February 2022, and Chief Executive Officer from February 2022 until her resignation in September 2022. (10) Mr. Frommer served as Chief Executive Officer until August 2021, Co-Chief Executive Officer with Laurie Weisberg from August 2021 to February 2022, Executive Chairman from February 2022 to September 2022, and Chief Executive Officer after September 2022. Employment Agreements On April 5, 2022, upon the recommendation of the Compensation Committee of the Board, the Board approved employment agreements with, and equity issuances for, (i) Jeremy Frommer, Executive Chairman, who will receive (a) an signing award of $80,000, (b) an annual salary of $420,000; (c) 121,000 options, to vest immediately with a strike price of $1.75, and (d) 50,000 shares of the Company’s restricted common stock; (ii) Laurie Weisberg, Chief Executive Officer, who will receive (a) an annual salary of $475,000; (b) 121,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; (iii) Justin Maury, Chief Operating Officer & President, who will receive (a) an annual salary of $475,000 (b) 81,000 options, to vest immediately with a strike price of $1.75, and (c) 50,000 shares of the Company’s restricted common stock; and (iv) Chelsea Pullano, Chief Financial Officer, who will receive (a) an annual salary of $250,000; (b) 37,000 options, to vest immediately with a strike price of $1.75, and (c) 35,000 shares of the Company’s restricted common stock (collectively, the “Executive Employment Arrangements”). 43 Pursuant to the Executive Employment Arrangements, the Company entered into executive employment agreements with each of the respective executives as of April 5, 2022 (the “Executive Employment Agreements”). The Executive Employment Agreements contain customary terms, conditions and rights. 2022 Equity Incentive Plan Our Omnibus Securities and Incentive Plan (the “2022 Plan”) provides for the issuance of incentive stock options, non-statutory stock options, stock appreciation rights (“SARs”), restricted stock, restricted stock units (“RSUs”), and other stock-based awards and there are 30,000,000 shares originally reserved under the 2022 Plan. No further awards may be issued under the Jerrick Ventures 2015 Incentive and Award Plan (the “2015 Plan”) or the 2020 Equity Incentive Plan (the “2020 Plan”) but all awards under the 2015 Plan and the 2020 Plan that are outstanding as of the Effective Date will continue to be governed by the terms, conditions and procedures set forth in the 2015 Plan and any applicable award agreement. Outstanding Equity Awards at Fiscal Year-End 2022 At December 31, 2022, we had outstanding equity awards as follows: Name Number of Securities Underlying Unexercised Options Exercisable Number of Securities Underlying Unexercised Options Unexercisable Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options Weighted Average Exercise Price Expiration Date Number of Shares or Units of Stock That Have Not Vested Market Value of Shares or Units of Stock That Have Not Vested Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested Jeremy Frommer (1) 726,188 395,000 - $ 3.89 February 19, 2028 (5) - $ - - - Laurie Weisberg (2) 540,750 195,000 - $ 3.18 February 19, 2028 (6) - $ - - - Justin Maury (3) 612,333 382,000 - $ 3.79 February 19, 2028 (7) - $ - - - Chelsea Pullano (4) 249,000 125,000 - $ 3.30 February 19, 2028 (8) - $ - - - (1) Mr. Frommer served as Chief Executive Officer until August 2021, Co-Chief Executive Officer with Laurie Weisberg from August 2021 to February 2022, Executive Chairman from February 2022 to September 2022, and Chief Executive Officer after September 2022. (2) Ms. Weisberg served as Chief Operating Officer from September 2020 to August 2021, Co-Chief Executive Officer with Jeremy Frommer from August 2021 to February 2022, and Chief Executive Officer from February 2022 until her resignation in September 2022. (3) Effective January 31, 2019, to August 13, 2021, Justin Maury was appointed as our President. Starting August 13, 2021, Justin Maury was appointed Chief Operating Officer in addition to President. 44 (4) Effective June 29, 2020, Chelsea Pullano was appointed Chief Financial Officer. (5) 89,188 options expire on April 1, 2026; 121,000 options expire on October 28, 2026; 200,000 options expire on February 19, 2027; 121,000 options expire on April 5, 2027; 195,000 options expire on June 1, 2027; 195,000 options expire on December 31, 2027; 200,000 options expire on February 19, 2028. (6) 53,750 options expire on February 4, 2026; 121,000 options expire on October 28, 2026; 25,000 options expire on February 19, 2027; 121,000 options expire on April 5, 2027; 195,000 options expire on June 1, 2027; 195,000 options expire on December 31, 2027; 25,000 options expire on February 19, 2028. (7) 68,333 options expire on April 1, 2026; 81,000 options expire on October 28, 2026; 187,000 options expire on February 19, 2027; 81,000 options expire on April 5, 2027; 195,000 options expire on June 1, 2027; 195,000 options expire on December 31, 2027; 187,000 options expire on February 19, 2028. (8) 50,000 options expire on April 1, 2026; 37,000 options expire on October 28, 2026; 75,000 options expire on February 19, 2027; 37,000 options expire on April 5, 2027; 50,000 options expire on June 1, 2027; 50,000 options expire on December 31, 2027; 75,000 options expire on February 19, 2028. Director Compensation The following table presents the total compensation for each person who served as a non-employee member of our board of directors and received compensation for such service during the fiscal year ended December 31, 2022. Other than as set forth in the table and described more fully below, we did not pay any compensation, make any equity awards or non-equity awards to, or pay any other compensation to any of the non-employee members of our board of directors in 2022. Director Option Awards (1) Fees Earned or Paid in Cash Total Mark Standish (2) $ 35,249 $ - $ 35,249 Leonard Schiller (2) $ 18,760 $ - $ 18,760 LaBrena Martin (2) $ 18,224 $ - $ 18,224 Laurie Weisberg (3) $ 474,948 $ - $ 474,948 Brad Justus (4) $ - $ 49,600 $ 49,600 Joanna Bloor (5) $ - $ 49,600 $ 49,600 Lorraine Hendrickson (6) $ - $ 49,600 $ 49,600 Peter Majar $ - $ 40,000 $ 40,000 Erica Wagner $ - $ 30,000 $ 30,000 (1) Amounts shown in this column do not reflect dollar amounts actually received by our non-employee directors. Instead, these amounts represent the aggregate grant date fair value of stock option awards determined in accordance with FASB ASC Topic 718. (2) Mark Standish, Leonard Schiller, and LaBrena Martin resigned from the board of directors effective February 17, 2022. (3) Laurie Weisberg resigned from the board of directors effective September 2, 2022. (4) Brad Justus resigned from the board of directors effective September 30, 2022. (5) Joanna Bloor resigned from the board of directors effective November 17, 2022. (6) Lorraine Hendrickson resigned from the board of directors effective November 1, 2022. 45 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The following table sets forth certain information, as of April 19, 2023, with respect to the beneficial ownership of the outstanding common stock by (i) any holder of more than five (5%) percent; (ii) each of the Company’s executive officers and directors; and (iii) the Company’s directors and executive officers as a group. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. Except as otherwise indicated, each of the stockholders listed below has sole voting and investment power over the shares beneficially owned. The address for each person is 419 Lafayette Street, 6th Floor New York, New York 10003. Shares Beneficially Owned (1) Percentage Ownership Executive Officers and Directors Jeremy Frommer 12,537,609 (2) 14.31 % Justin Maury 6,860,324 (3) 7.86 % Chelsea Pullano 2,034,041 (4) 2.34 % Robert Tal 808,077 (5) 0.93 % Peter Majar 1,938,806 (6) 2.24 % Erica Wagner 1,241,722 (7) 1.44 % All current directors and officers as a group 25,420,579 29.12 % (1) The securities “beneficially owned” by a person are determined in accordance with the definition of “beneficial ownership” set forth in the regulations of the SEC and accordingly, may include securities owned by or for, among others, the spouse, children or certain other relatives of such person, as well as other securities over which the person has or shares voting or investment power or securities which the person has the right to acquire within 60 days. (2) Includes 11,417,070 shares of common stock, 926,188 shares of common stock underlying stock options, and 194,351 shares of common stock underlying warrants. (3) Includes 6,053,848 shares of common stock, 799,333 shares of common stock underlying stock options, and 7,143 shares of common stock underlying warrants. (4) Includes 1,708,041 shares of common stock, 324,000 shares of common stock underlying stock options, and 2,000 shares of common stock underlying warrants. (5) Includes 592,020 shares of common stock, 212,667 shares of common stock underlying stock options and 3,390 shares of common stock underlying warrants. (6) Includes 1,938,806 shares of common stock. (7) Includes 1,216,008 shares of common stock, 20,000 shares of common stock underlying stock options, and 5,714 shares of common stock underlying warrants. 46 Securities Authorized for Issuance Under Equity Compensation Plans As of December 31, 2022, we had awards outstanding under our 2020 Equity Incentive Plan: Number of securities to be issued upon exercise of outstanding options and warrants Weighted- average exercise price of outstanding options, warrants and rights Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) Plan Category (a) (b) (c) Equity compensation plans approved by security holders 2,950,402 (1) $ 1.38 2,272,475 Equity compensation plans not approved by stockholders N/A N/A N/A Total 2,950,402 $ 1.38 2,272,475 (1) During the year ended December 31, 2022, we had awards outstanding under the 2020 Plan. As of the end of fiscal year 2022, we had 4,408,267 shares of our common stock issuable upon the exercise of outstanding options granted pursuant to the 2020 Plan. The securities available under the Plan for issuance and issuable pursuant to exercises of outstanding options may be adjusted in the event of a change in outstanding stock by reason of stock dividend, stock splits, reverse stock splits, etc. Pursuant to the terms of the 2020 Plan we can grant stock options, restricted stock unit awards, and other awards at levels determined appropriate by our Board and/or compensation committee. The 2020 Plan also allows us to utilize a broad array of equity incentives and performance cash incentives in order to secure and retain the services of our employees, ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS The following includes a summary of transactions during our fiscal year ended December 31, 2022 and December 31, 2021 to which we have been a party, including transactions in which the amount involved in the transaction exceeds the lesser of  $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years, and in which any of our directors, executive officers or, to our knowledge, beneficial owners of more than 5% of our capital stock or any member of the immediate family of any of the foregoing persons had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other arrangements, which are described elsewhere in this Annual Report. We are not otherwise a party to a current related party transaction, and no transaction is currently proposed, in which the amount of the transaction exceeds the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which a related person had or will have a direct or indirect material interest. Revenue During the year ended December 31, 2021, the Company received revenue of $80,000 from Dune for branded content services prior to consolidation but after recognition as an equity method investee. Equity raises During the year ended December 31, 2022, the Company conducted two equity raises in which officers, directors, employees, and an affiliate of an officer cumulatively invested $476,003 for 272,000 shares of common stock and 272,000 warrants to purchase common stock. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The following table sets forth the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s quarterly reports or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years. 2022 2021 Audit Fees $ 269,350 $ 237,810 Audit-Related Fees $ - $ - Tax Fees $ 15,000 $ 12,500 All Other Fees $ - $ - Total $ 284,350 $ 250,310 47 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a) Exhibits . The exhibits listed below are filed as a part of this annual report. Exhibit No. Description 2.1 Agreement and Plan of Merger dated February 5, 2016 by and among the Company, GPH Merger Sub., Inc., and Jerrick Ventures, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016). 2.2 Agreement and Plan of Merger dated February 28, 2016 by and among the Company and Jerrick Ventures, Inc. (incorporated by reference to Exhibit 2.1 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016). 3.1 Articles of Incorporation, filed with the Nevada Secretary of State on December 30, 1999 (incorporated by reference to the Company’s annual report on Form 10-SB filed with the Commission on March 30, 2006). 3.2 Amended and Restated Articles of Incorporation, filed with the Nevada Secretary of State on November 6, 2013 (incorporated by reference to Exhibit 3.3 to the Company’s current report on Form 8-K filed with the Commission on December 4, 2013). 3.3 Certificate of Designation, Preferences, and Rights of Series A Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s current report on Form 8-K filed with the Commission on April 8, 2014). 3.4 Certificate of Designation, Preferences and Rights of Series B Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on December 4, 2014). 3.5 Certificate of Designation of Series C Preferred Stock (incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on August 3, 2015). 3.6 Certificate of Designation of Series D Preferred Stock (incorporated by reference to Exhibit 3.1(f) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016). 3.7 Jerrick Ventures, Inc. Certificate of Designation of Series A Cumulative Convertible Preferred Stock. (incorporated by reference to Exhibit 3.1(g) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016). 3.8 Jerrick Ventures, Inc. Amendment to Certificate of Designation of Series A Cumulative Convertible Preferred Stock. (incorporated by reference to Exhibit 3.1(h) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016). 3.9 Jerrick Ventures, Inc. Certificate of Designation of Series B Cumulative Convertible Preferred Stock. (incorporated by reference to Exhibit 3.1(i) of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016). 3.10 Certificate of Withdrawal of Certificate of Designation for Series A Preferred Stock. (incorporated by reference to Exhibit 3.1 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016). 3.11 Certificate of Withdrawal of Certificate of Designation for Series B Preferred Stock. (incorporated by reference to Exhibit 3.2 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016). 3.12 Certificate of Withdrawal of Certificate of Designation for Series C Preferred Stock. (incorporated by reference to Exhibit 3.3 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016). 3.13 Certificate of Designation for Series A Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.4 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016). 48 3.14 Certificate of Designation for Series C Cumulative Convertible Preferred Stock (incorporated by reference to Exhibit 3.5 of the Company’s current report on Form 8-K filed with the Commission on March 3, 2016). 3.15 Bylaws (incorporated by reference to the Company’s 8-K filed on May 12, 2020). 3.16 Certificate of Incorporation of Jerrick Ventures, Inc. (incorporated by reference to Exhibit 3.3 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016). 4.1* Description of Securities Registered Under Section 12 of the Exchange Act 4.2 Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8- K filed with the Commission on March 21, 2017). 4.3 Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on July 21, 2017). 4.4 Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on September 18, 2017) 4.5 Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on January 2, 2018) 4.6 Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on April 2, 2018) 4.7 Form of Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on May 29, 2018) 4.8 Form of Purchaser Warrant (incorporated by reference to Exhibit 4.1 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018) 4.9 Form of Incentive Warrant (incorporated by reference to Exhibit 4.2 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018) 4.10 Form of Warrant Agency Agreement (incorporated by reference to Exhibit 4.22 to the Company’s current report on Form S-1/A filed with the Commission on September 10, 2020). 4.11 Form of Underwriters’ Warrant (incorporated by reference to Exhibit 4.23 to the Company’s current report on Form S-1/A filed with the Commission on September 10, 2020). 4.12 Form of Warrant (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on October 27, 2021). 4.13 Form of Underwriter Warrant (incorporated by reference to Exhibit 4.1 to the Company’s current report on Form 8-K filed with the Commission on June 17, 2021). 10.1 Spin-Off Agreement dated as of February 5, 2016 between the Company and Kent Campbell. (incorporated by reference to Exhibit 10.9 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016). 10.2 Share Exchange Agreement dated as of February 5, 2016 by and among Great Plains Holdings, Inc., Kent Campbell, Denis Espinoza and Sarah Campbell. (incorporated by reference to Exhibit 10.10 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016). 49 10.3 Form of Stock Purchase Agreement. (incorporated by reference to Exhibit 10.11 of the Company’s current report on Form 8-K filed with the Commission on February 11, 2016). 10.4 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on March 21, 2017). 10.5 Assignment and Assumption Agreement, dated May 12, 2017 (incorporated by reference to Exhibit 10.1 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 15, 2017). 10.6 Line of Credit Agreement, dated May 9, 2017, by and between the Company and Arthur Rosen (incorporated by reference to Exhibit 10.2 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 15, 2017). 10.7 Promissory Note Issued in Favor of Grawin, LLC, Dated May 12, 2017, (incorporated by reference to Exhibit 10.3 of the Company’s quarterly report on Form 10-Q filed with the Commission on May 15, 2017). 10.8 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on March 21, 2017). 10.9 Form of 8.5% Convertible Redeemable Debentures due April 18, 2018 (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on July 21, 2017). 10.10 Jerrick Media Holdings Inc. 8.5% Convertible Redeemable Note Due April 11, 2018 (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017) 10.11 First Amendment to 8.5% Convertible Redeemable Note Due April 11, 2018 (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017) 10.12 Securities Purchase Agreement between the Company and Diamond Rock LLC dated July 24, 2017 (incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2017) 10.13 Form of Subscription Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on September 18, 2017) 10.14 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission on February 14, 2018) 10.15 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on February 13, 2018) 10.16 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on April 2, 2018) 10.17 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on May 29, 2018) 10.18 Form of Promissory Note (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on May 29, 2018) 10.19 Form Registration Rights Agreement (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018) 10.20 Form of Lock-Up Agreement (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018) 10.21 Form of Series A Preferred Stock Conversion Letter Agreement (incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018) 10.22 Form of Series B Preferred Stock Conversion Letter Agreement (incorporated by reference to Exhibit 10.5 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018) 50 10.23 Form of Promissory Note Conversion Letter Agreement (incorporated by reference to Exhibit 10.7 of the Company’s current report on Form 8-K filed with the Commission on August 31, 2018) 10.24 Lease Agreement (incorporated by reference to Exhibit 10.5 of the Company’s quarterly report on Form 10-Q filed with the Commission on August 20, 2018) 10.25 Jerrick Ventures, Inc. 2015 Incentive Stock and Award Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.53 the Company’s Amendment No. 3 to Registration Statement on Form S-1/A filed with the Commission on August 21, 2020) 10.26 2020 Equity Incentive Plan and forms of award agreements thereunder (incorporated by reference to Exhibit 10.54 the Company’s Amendment No. 3 to Registration Statement on Form S-1/A filed with the Commission on August 21, 2020) 10.27 Warrant Agreement, including form of Warrant, dated September 15, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on September 15, 2020). 10.28 Weisberg Employment Letter Agreement, dated September 28, 2020 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on October 1, 2020). 10.29 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on January 5, 2021). 10.30 Form of Common Stock Purchase Warrant (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on January 5, 2021). 10.31 Form of Registration Rights Agreement (incorporated by reference to Exhibit 10.3 of the Company’s current report on Form 8-K filed with the Commission on January 5, 2021). 10.32 Form of PA Warrant (incorporated by reference to Exhibit 10.4 of the Company’s current report on Form 8-K filed with the Commission on January 5, 2021). 10.33 Form of Securities Purchase Agreement (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on October 27, 2021). 10.34 Placement Agency Agreement (incorporated by reference to Exhibit 10.2 to the Company’s current report on Form 8-K filed with the Commission on October 27, 2021). 10.35 Membership Interest Purchase Agreement, dated as of June 4, 2021, by and among, Creatd Partners, LLC, Angela Hein and Heidi Brown (incorporated by reference to Exhibit 10.1 to the Company’s current report on Form 8-K filed with the Commission on June 10, 2021). 10.36 Stock Purchase Agreement, dated as of July 20, 2021, by and among, Creatd Partners, LLC, WHE Agency, Inc., and individuals named therein (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on July 26, 2021). 10.37 Voting Agreement and Proxy, dated as of July 19, 2021, by and among, Creatd Partners, LLC, and individuals named therein (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on July 26, 2021). 51 10.38 Stock Purchase Agreement by and among Standard Holdings Inc., Mark De Luca, Stephanie Roy Dufault, Dune Inc. and Creatd Partners, LLC dated October 3, 2021 (incorporated by reference to Exhibit 10.1 of the Company’s current report on Form 8-K filed with the Commission on October 7, 2021). 10.39 Stockholders Agreement by and among Dune Inc., Creatd Partners, LLC, Mark De Luca and Standard Holdings Inc. dated October 3, 2021 (incorporated by reference to Exhibit 10.2 of the Company’s current report on Form 8-K filed with the Commission on October 7, 2021). 10.40 Executive Employment Agreement between the Company and Jeremy Frommer 10.41 Executive Employment Agreement between the Company and Laurie Weisberg 10.42 Executive Employment Agreement between the Company and Justin Maury 10.43 Executive Employment Agreement between the Company and Chelsea Pullano 16.1 Letter from Sadler, Gibb & Associates, LLC dated January 7, 2019 (incorporated by reference to Exhibit 16.1 of the Company’s current report on Form 8-K filed with the Commission on January 8, 2019) 21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 of the Company’s annual report on Form 10-K filed with the Commission on March 30, 2020) 23.1* Consent of Rosenberg Rich Baker Berman, P.A. 31.1* Certification of Principal Executive Officer Pursuant to Exchange Act Rule 13a-14(a), As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certification of Principal Financial Officer Pursuant to Exchange Act Rule 13a-14(a), As adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1* Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 2002 32.2* Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, As adopted Pursuant to Section 906 of the Sarbanes-Oxley Act 2002 101.INS* Inline XBRL Instance Document. 101.SCH* Inline XBRL Taxonomy Extension Schema Document. 101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document. 101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document. 101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document. 101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document. 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith ITEM 16. FORM 10-K SUMMARY Not applicable. 52 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. CREATD, INC. Date: April 19, 2023 By: /s/ Jeremy Frommer Chief Executive Officer (Principal Executive Officer) /s/ Chelsea Pullano Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Jeremy Frommer Chief Executive Officer, Chairman April 19, 2023 ( Principal Executive Officer ) /s/ Justin Maury President, Chief Operating Officer, Director April 19, 2023 /s/ Chelsea Pullano Chief Financial Officer April 19, 2023 (Principal Financial Officer, and Principal Accounting Officer) /s/ Peter Majar Director April 19, 2023 /s/ Erica Wagner Director April 19, 2023 53