Creatd, Inc. 10-Q

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds During the six months ended June 30, 2026, we issued securities that were not registered under the Securities Act and were not previously disclosed in a Current Report on Form 8-K or Quarterly Report on Form 10-Q as listed below. All of the securities discussed in this Item 2 were issued in reliance on the exemption under Section 4(a)(2) of the Securities Act. Shares issued upon exchange or exercise of warrants During the six months ended June 30, 2026, the Company issued and aggregate of 541,958 of unregistered shares of common stock upon the exchange or exercise of outstanding warrants, retiring 456,953 warrants in the aggregate. Of that total, 427,768 shares were issued in exchange for 427,768 warrants surrendered on a one-for-one basis, and 114,190 shares were issued upon the cashless exercise of 29,185 warrants carrying three-times and four-times cashless exercise provisions. No cash proceeds were received by the Company in connection with any of the foregoing. Shares issued in exchange for preferred shares During the six months ended June 30, 2026, the Company issued an aggregate of 35,066 unregistered shares of common stock to existing holders of preferred stock in exchange for the surrender of 301 shares of Series G preferred stock (22,575 common shares) and 642 shares of Series H preferred stock (12,491 common shares), in each case in accordance with the conversion terms set forth in the respective Certificate of Designation. No cash consideration was received and no commission was paid in connection with the exchanges. Item 3. Defaults Upon Senior Securities Not applicable Item 4. Mine Safety Disclosures Not applicable