VOCL Creatd Inc (QB)

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 22, 2024

 

Creatd, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		001-39500		87-0645394
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(IRS Employer Identification No.)

 

419 Lafayette Street, 6th Floor

New York, NY 10003

(Address of principal executive offices)

 

(929) 504-3090

(Registrant’s telephone number, including area code)

 

 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13©(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
N/A		N/A		N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 3.03. Material Modifications to Rights of Security Holders.

 

The information set forth in Item 5.03 is incorporated by reference.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On January 22, 2024, Creatd, Inc. (the “Company”) filed an amendment (the “Amendment to Articles”) to its Amended and Restated Articles of Incorporation which reduced the number of the issued and outstanding shares of common stock, par value $0.001 per share (the “Common Stock”) by effecting a reverse stock split at the ratio of 1-for-500 (the “Reverse Stock Split”).

  

The Financial Industry Regulatory Authority (FINRA) has announced that the Reverse Stock Split will be effected in the marketplace on January 24, 2024.

 

The foregoing description of the Amendment to Articles does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment to Articles, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item. 8.01 Other Items 

 

The information set forth in Item 5.03 is hereby incorporated by reference.

 

On January 22, 2024, the Company issued a press release (the “Press Release”) with respect to the Reverse Stock Split and the Symbol Change (as defined below).

 

Effective January 24, 2024, as a result of the Reverse Stock Split, each 500 shares of the Company’s common stock outstanding automatically converted into one share of common stock. No fractional shares will be issued in connection with the Reverse Split. Instead, any fractional share resulting from the Reverse Split will be rounded up to the next largest whole share.

 

FINRA has also approved the Company’s request to change its stock symbol from “VOCL” to “CRTD” (the “Symbol Change”).

 

The Company’s shares will continue to trade on the OTC Marketplace under the symbol “VOCL” with the letter “D” added to the end of the trading symbol for a period of 20 trading days to indicate that the Reverse Stock Split has occurred. After the 20-trading day period has elapsed, the extra "D" will be removed and the Symbol Change will become effective, with the Company’s trading symbol becoming “CRTD” at such time.

 

The Reverse Stock Split has no impact on shareholders’ proportionate equity interests or voting rights in the Company or the par value of the Company’s common stock, which remains unchanged.

 

The foregoing description of the Press Release does not purport to be complete and is qualified in its entirety by reference to the full text of the Press Release, which is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 

Item. 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

Exhibit No.:		Description:
3.1		Certificate of Amendment to Amended and Restated Articles of Incorporation
99.1		Press Release, dated January 22, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

  

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	CREATD, INC.
Date: January 23, 2024	By:	/s/ Jeremy Frommer
	Name:	Jeremy Frommer
	Title:	Chief Executive Officer

 

 

2

Exhibit 3.1

 

Exhibit 99.1

 

Creatd, Inc. to Reverse Split Its Stock and Change Ticker Symbol Back to $CRTD

 

Creatd, Inc. ($VOCL), today announced it will reverse split its stock. This strategic decision is aimed at enhancing the Company’s market position and increasing the per-share trading price to make the stock more attractive to a broader range of institutional and other investors. Further details on the reverse stock split will be disclosed in FINRA’s corporate actions list on January 23, 2024, and the split will be effective at the opening of the market on January 24, 2024.

 

Jeremy Frommer, CEO of Creatd, commented on this significant move, stating, “Today, Creatd stands stronger, with a more stable capital structure and a solid foundation for growth. We are poised to make a mark not just on the OTCQB but with aspirations to uplist to a national exchange. Our journey is a narrative of defying odds, embracing challenges, and turning adversity into opportunity.”

 

In conjunction with the reverse stock split, Creatd, Inc. is also announcing a change in its ticker symbol from $VOCL back to $CRTD. For an interim period of 20 business days, beginning on January 24, 2024 and ending on February 22, 2024, the stock symbol will be $VOCLD. After this period, the stock will begin trading under $CRTD. The new ticker symbol better reflects the Company’s mission of being a portfolio holding company with 1.5 billion authorized shares.

 

Creatd, Inc. remains committed to leveraging its portfolio of assets to drive sustainable, long-term growth and increase shareholder value. The Company anticipates that these changes will positively impact its visibility in the market and its overall financial strength.

 

For further information regarding the reverse stock split, please contact Creatd’s Investor Relations via email at ir@creatd.com.

 

About Creatd:

 

Creatd, Inc. ($CRTD) empowers creators, brands, and entrepreneurs through technology and partnership. Our mission is to provide tools and services that help creators thrive in the ever-evolving digital landscape.

 

Forward-Looking Statements

 

Any statements that are not historical facts and that express, or involve discussions as to, expectations, beliefs, plans, objectives, assumptions or future events or performance (often, but not always, indicated through the use of words or phrases such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “intends,” “plans,” “believes” and “projects”) may be forward-looking and may involve estimates and uncertainties which could cause actual results to differ materially from those expressed in the forward-looking statements. We caution that the factors described herein could cause actual results to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. This press release is qualified in its entirety by the cautionary statements and risk factor disclosure contained in our Securities and Exchange Commission filings.

 

Contact:

 

Creatd, Inc.
ir@creatd.com
(646) 859-5747
https://www.creatd.com/

 

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Cover	Jan. 22, 2024
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Document Type	8-K
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Document Period End Date	Jan. 22, 2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-39500
Entity Registrant Name	Creatd, Inc.
Entity Central Index Key	0001357671
Entity Tax Identification Number	87-0645394
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	419 Lafayette Street
Entity Address, Address Line Two	6th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10003
City Area Code	929
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Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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