Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
28 Décembre 2022 - 12:02PM
Edgar (US Regulatory)
Filed
Pursuant to Rule 424(b)(3)
Registration No. 333-266008
PROSPECTUS
SUPPLEMENT
(To
Prospectus dated July 27, 2022)
PROSPECTUS
CREATD,
INC.
6,000,000
Shares of Common Stock
This
prospectus supplement amends and supplements the information in the prospectus, dated July 27, 2022 (the “Prospectus”) relating
to the offer and sale of 6,000,000 shares of our common stock by the Selling Stockholders identified in the Prospectus. This prospectus
supplement should be read in conjunction with the Prospectus, and is qualified by reference thereto, except to the extent that the information
herein amends or supersedes the information contained in the Prospectus. This prospectus supplement is not complete without, and may
only be delivered or utilized in connection with, the Prospectus and any future amendments or supplements thereto.
We
are filing this prospectus supplement to amend the Prospectus because, pursuant to that certain letter agreement dated December 22, 2022
(the “Letter Agreement”), between Creatd, Inc. (the “Company”) and the respective holders of an aggregate of
775,000 warrants described in the Prospectus (the “Warrants”), who are named as Selling Stockholders in the Prospectus, the
Company has agreed to amend the exercise price of the Warrants to $0.20, in exchange for the immediate exercise of the Warrants. In addition,
pursuant to the Letter Agreement, the Company will issue to the Selling Stockholders party thereto, for each Warrant held by such Selling
Stockholder, one new warrant to purchase one share of the Company’s common stock, issued as of December 27, 2022, exercisable immediately,
for a term of 60 months, at a price of $0.77, subject to customary adjustment provisions.
Investing in our securities involves significant
risks. Please see “Risk Factors” beginning on page 14 of the Prospectus and in the documents incorporated by reference into
the Prospectus and in our most recent Annual Report on Form 10-K and in our most recent Quarterly Reports on Form 10-Q, and any amendments
thereto, which are incorporated by reference into the Prospectus, and under similar headings in the other documents that are filed after
the date hereof and incorporated by reference into this prospectus supplement and the Prospectus for a discussion of the factors you
should carefully consider before deciding to purchase our common stock.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed
upon the adequacy or accuracy of the Prospectus or this prospectus supplement. Any representation to the contrary is a criminal offense.
The
date of this prospectus supplement is December 27, 2022
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