Prospectus Filed Pursuant to Rule 424(b)(3) (424b3)
07 Mars 2023 - 5:20PM
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 March 6, 2023 (the
“Letter Agreement”), between Creatd, Inc. (the “Company”) and the respective holders of an aggregate of
1,687,496 warrants described in the Prospectus (the “Warrants”), who are named as Selling Stockholders in the
Prospectus. Pursuant to the Letter Agreement, the Warrants will be exercised immediately at the exercise price of $0.20 and the
Company will issue to the Selling Stockholders party to the Letter Agreement, for each Warrant held by such Selling Stockholder, one new warrant to
purchase one share of the Company’s common stock, issued as of March 6, 2023, 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 March 6,
2023
Creatd (PK) (USOTC:CRTD)
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