Item 1.01. Entry into a Material Definitive
Agreement.
Securities Purchase Agreement
On October 24, 2022 (the
“Effective Date”), Creatd, Inc., a Nevada corporation (the “Company”), entered into and closed securities purchase
agreement(the “Purchase Agreement”) with one accredited investor (the “Investor”), whereby the Investor purchased
from the Company for an aggregate of $1,500,000 in subscription amount, an unsecured debenture in the principal amount of $1,666,650 (the
“Debenture”). The Company and the Investor also entered into a registration rights agreement (each, a “Registration
Rights Agreement”) pursuant to the Purchase Agreement.
The Debenture has an
original issue discount of 10%, has a term of six months with a maturity date of April 24, 2023, may be extended by six months at the
Company’s option subject to certain conditions, and are convertible into shares of Common Stock at a conversion price of $0.20 per
share, subject to adjustment upon certain events.
In connection with its
entry into the Purchase Agreement and issuance of the Debenture, the Company also entered into a side letter agreement (the “Letter
Agreement”) with the holders of debentures of the Company, the Series C Warrants and Series D Warrants issued as of May 31, 2022
(the “May Investors”) and the holders of debentures of the Company, the Series E Warrants and Series F Warrants issued as
of July 25, 2022 (the “July Investors”). Pursuant to the Letter Agreement each of the May Investors and the July Investors
have entered into a lock-up agreement whereby they may not sell any such debentures, warrants, the shares into which such debentures may
be converted, or certain shares underlying such warrants until the date that is 30 days after the date on which the registration statement
registering for resale the shares of the Company’s common stock underlying the Debenture is declared effective by the Securities
and Exchange Commission. Additionally, the Letter Agreement, provides that the May Investors and July Investors have agreed to a further
lock up of such shares for a further 30 days upon the receipt of a certain amount of the proceeds from future potential issuances of debentures,
common stock or similar securities by the Company. Further additionally, pursuant to the Letter Agreement, the May Investors and the July
Investors have agreed to exchange and return for cancellation the Series C Warrants, Series D Warrants, Series E Warrants and Series F
Warrants, receiving replacement warrants from the Company (the “Replacement Warrants”), in consideration for (i) the Company’s
payment of $750,000 of the proceeds from the sale of the Debenture to the May Investors and July Investors on a pro rata basis and (ii)
the Company’s agreement to pay, on a pro rata basis to the May Investors and July Investors, the greater of (x) $750,000 and (y)
50% of the gross proceeds raised in a subsequent financing. The Replacement Warrants reflect a reduction in the number of Series C and
Series D Warrants from 1,550,000 in each class to 1,536,607 in each class and a reduction in the number of Series E and Series F Warrants
from 1,075,000 in each class to 807,143 in each class, and the initial exercise date for the Replacement Warrants are unchanged from the
date as set forth in the respective exchanged Series C, Series D, Series E or Series F Warrant.
Item 1.01 of this Current Report on Form 8-K contains
only a brief description of the material terms of the Purchase Agreement, the Debenture, the Registration Rights Agreement, the Letter
Agreement and the Replacement Warrants and does not purport to be a complete description of the rights and obligations of the parties
thereunder, and such description is qualified in its entirety by reference to the full text of the forms of Purchase Agreement, the Debenture,
the Registration Rights Agreement, the Letter Agreement and the Replacement Warrants, the forms of which are attached as Exhibits 10.1,
4.1, 10.2, 10.3, and 4.6, respectively, to this Current Report on Form 8-K, and are incorporated herein by reference.
