Registration statement under Securities Act of 1933



STYLE="font: 10pt Times New Roman, Times, Serif">





As
filed with the Securities and Exchange Commission on January 27, 2021






Registration
No. 333-252018
















UNITED
STATES






SECURITIES
AND EXCHANGE COMMISSION






Washington,
D.C. 20549












Amendment
No. 1 to






FORM
S-3






REGISTRATION
STATEMENT







UNDER
THE SECURITIES ACT OF 1933











CREATD,
INC.






(Exact
name of registrant as specified in its charter)





















Nevada








87-0645394






(State
or other jurisdiction of






incorporation
or organization)










(I.R.S.
Employer






Identification
Number)











2050
Center Avenue Suite 640






Fort
Lee, New Jersey 07024






(201)
258-3770






(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)










Jeremy
Frommer






Chief
Executive Officer






2050
Center Avenue Suite 640






Fort
Lee, NJ 07024






Telephone:
(201) 258-3770






(Address,
including zip code, and telephone number, including area code, of agent for service)











Copies
to:







Joseph
M. Lucosky, Esq.






Scott
E. Linsky, Esq.






Lucosky
Brookman LLP






101
Wood Avenue South, 5th Floor






Iselin,
NJ 08830






(732)
395-4400










APPROXIMATE
DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:

From time to time after the effective date of this registration statement.








If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐








If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box.

þ









If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐








If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐








If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective on filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐








If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐








Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer” and “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check one):






























Large
accelerated filer










Accelerated
filer







Non-accelerated
filer




þ







Smaller
reporting company




þ













Emerging
growth company





























CALCULATION
OF REGISTRATION FEE


































































































Title of Each Class of Securities to be Registered


Amount of Shares to be


Registered (1)



Proposed


Maximum


Offering


Price per


Share (2)



Proposed


Maximum


Aggregate


Offering


Price



Amount of


Registration


Fee















Common Stock, par value $0.001 per share, issuable upon conversion of the Series E Convertible Preferred Stock



1,887,810

(3)


$

3.975



$

7,504,045



$

818.69


Common Stock, $0.001 par value per share, issuable upon exercise of the Warrants



2,831,721

(4)


$

3.975



$

11,256,091



$

1,228.04


Total



4,719,531




-



$

18,760,136



$

2,046.73

(5)













































(1)







Pursuant
to Rule 416 under the Securities Act of 1933, as amended, the shares of Common Stock
(as defined below) being registered hereunder include such indeterminate number of shares
of Common Stock as may be issuable with respect to the shares of Common Stock being registered
hereunder as a result of stock splits, stock dividends or similar transactions.












(2)



Estimated
solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(g) under the Securities Act
of 1933, as amended, using (i) the average high and low prices of the common stock on the Nasdaq Capital Market on January
6, 2021 and (ii) the exercise price of the Warrants.









(3)



Represents
the maximum number of shares of Common Stock that the Registrant expects could be issuable upon conversion of the Series E
Convertible Preferred Stock (as defined below), all of which were acquired by the Selling Stockholders (as defined below).










(4)





Represents
the maximum number of shares of common stock that the Registrant expects could be issuable
upon the exercise of the Warrants (as defined below), all of which were acquired by the
Selling Stockholders.





(5)

Previously paid.








The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.










































The
information in this prospectus is not complete and may be changed. These securities may not be sold until the registration statement
filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it
seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.










Subject
to Completion, dated January 27, 2021.










PROSPECTUS



















CREATD,
INC.









4,719,531 Shares of Common Stock







This prospectus relates to the resale,
from time to time, of up to 4,719,531 shares (the “Shares”) of our common stock, par value $0.001 per share (“Common
Stock”), by the selling stockholder identified in this prospectus under “Selling Stockholder” (the “Offering”)
pursuant to the December 2020 Financing (as defined within). We are not selling any shares of our Common Stock under this prospectus
and will not receive any proceeds from the sale of the Shares. We will, however, receive proceeds from any warrants that are exercised
through the payment of the exercise price in cash. The Selling Stockholders will bear all commissions and discounts, if any, attributable
to the sale of the Shares. We will bear all costs, expenses and fees in connection with the registration of the Shares.








The
Selling Stockholders may sell the Shares from time to time on terms to be determined at the time of sale through ordinary brokerage
transactions or through any other means described in this prospectus under “Plan of Distribution.” The prices at which
the selling stockholders may sell the shares will be determined by the prevailing market price for the shares or in negotiated
transactions. No securities may be sold without delivery of this prospectus and the applicable prospectus supplement describing
the method and terms of the offering of such securities.









INVESTING
IN OUR SECURITIES INVOLVES RISKS. SEE THE “

RISK FACTORS

” ON PAGE 5 OF THIS PROSPECTUS AND ANY SIMILAR
SECTION CONTAINED IN THE APPLICABLE PROSPECTUS SUPPLEMENT CONCERNING FACTORS YOU SHOULD CONSIDER BEFORE INVESTING IN OUR SECURITIES.








Our Common Stock is listed on The NASDAQ
Capital Market under the symbol “CRTD”. On January 27, 2021, the last reported sale price of our Common Stock on The
NASDAQ Capital Market was $3.87 per share.









Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page 5 in this prospectus
for a discussion of information that should be considered in connection with an investment in our securities.










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 this prospectus. Any representation to the contrary is a criminal offense.










The
date of this prospectus is January 27, 2021.


























TABLE
OF CONTENTS



















































ABOUT THIS PROSPECTUS




ii




SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS




iii




THE COMPANY



1



RISK FACTORS




5




USE OF PROCEEDS




7




SELLING STOCKHOLDERS




9



PLAN
OF DISTRIBUTION







LEGAL MATTERS



12



EXPERTS



12



WHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCE




12














i

















ABOUT
THIS PROSPECTUS









This
prospectus is part of a registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission (the
“SEC”) using a “shelf” registration process. You should read this prospectus and the information and documents
incorporated by reference carefully. Such documents contain important information you should consider when making your investment
decision. See “Where You Can Find More Information” and “Incorporation of Certain Information by Reference”
in this prospectus.








This
prospectus may be supplemented from time to time to add, to update or change information in this prospectus. Any statement contained
in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement
contained in a prospectus supplement modifies or supersedes such statement. Any statement so modified will be deemed to constitute
a part of this prospectus only as so modified, and any statement so superseded will be deemed not to constitute a part of this
prospectus. You may only rely on the information contained in this prospectus or that we have referred you to. We have not authorized
anyone to provide you with different information. This prospectus does not constitute an offer to sell or a solicitation of an
offer to buy any securities other than the securities offered by this prospectus. This prospectus and any future prospectus supplement
do not constitute an offer to sell or a solicitation of an offer to buy any securities in any circumstances in which such offer
or solicitation is unlawful. Neither the delivery of this prospectus or any prospectus supplement nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no change in our affairs since the date of this prospectus
or such prospectus supplement or that the information contained by reference to this prospectus or any prospectus supplement is
correct as of any time after its date.








This
prospectus contains summaries of certain provisions contained in some of the documents described herein, but reference is made
to the actual documents for complete information. All of the summaries are qualified in their entirety by the actual documents.
Copies of some of the documents referred to herein have been filed, will be filed or will be incorporated by reference as exhibits
to the registration statement of which this prospectus is a part, and you may obtain copies of those documents as described below
under “Where You Can Find More Information.”








The
Selling Stockholders are offering the Shares only in jurisdictions where such offer is permitted. The distribution of this prospectus
and the sale of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into
possession of this prospectus must inform themselves about, and observe any restrictions relating to, the distribution of this
prospectus and the sale of the Shares outside the United States. This prospectus does not constitute, and may not be used in connection
with, an offer to sell, or a solicitation of an offer to buy, the Shares by any person in any jurisdiction in which it is unlawful
for such person to make such an offer or solicitation. If there is any inconsistency between the information in this prospectus
and the applicable prospectus supplement, you should rely on the prospectus supplement. Before purchasing any securities, you
should carefully read both this prospectus and the applicable prospectus supplement, together with the additional information
described under the heading “Where You Can Find More Information; Incorporation by Reference.”








We
have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We will not make an offer to sell these securities in any jurisdiction where the offer
or sale is not permitted. You should assume that the information appearing in this prospectus and the applicable prospectus supplement
to this prospectus is accurate as of the date on its respective cover, and that any information incorporated by reference is accurate
only as of the date of the document incorporated by reference, unless we indicate otherwise. Our business, financial condition,
results of operations and prospects may have changed since those dates.








When
we refer to “Creatd,” “we,” “our,” “us” and the “Company” in this
prospectus, we mean Creatd, Inc., unless otherwise specified. When we refer to “you,” we mean the holders of the applicable
series of securities.














ii



















SPECIAL
NOTICE REGARDING FORWARD-LOOKING STATEMENTS









is
prospectus contains forward-looking statements. These forward-looking statements contain information about our expectations, beliefs
or intentions regarding our product development and commercialization efforts, business, financial condition, results of operations,
strategies or prospects, and other similar matters. These forward-looking statements are based on management’s current expectations
and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are
difficult to predict. These statements may be identified by words such as “expects,” “plans,” “projects,”
“will,” “may,” “anticipates,” “believes,” “should,” “intends,”
“estimates,” and other words of similar meaning.








These
statements relate to future events or our future operational or financial performance, and involve known and unknown risks, uncertainties
and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements. Factors that may cause actual results to
differ materially from current expectations include, among other things, those listed under the section titled “Risk Factors”
and elsewhere in this prospectus, in any related prospectus supplement and in any related free writing prospectus.








Any
forward-looking statement in this prospectus, in any related prospectus supplement and in any related free writing prospectus
reflects our current view with respect to future events and is subject to these and other risks, uncertainties and assumptions
relating to our business, results of operations, industry and future growth. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. No forward-looking statement is a guarantee of future performance. You should read
this prospectus, any related prospectus supplement and any related free writing prospectus and the documents that we reference
herein and therein and have filed as exhibits hereto and thereto completely and with the understanding that our actual future
results may be materially different from any future results expressed or implied by these forward-looking statements. Except as
required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information
becomes available in the future.








This
prospectus, any related prospectus supplement and any related free writing prospectus also contain or may contain estimates, projections
and other information concerning our industry, our business and the markets for our products, including data regarding the estimated
size of those markets and their projected growth rates. Information that is based on estimates, forecasts, projections or similar
methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and
circumstances reflected in this information. Unless otherwise expressly stated, we obtained these industry, business, market and
other data from reports, research surveys, studies and similar data prepared by third parties, industry and general publications,
government data and similar sources. In some cases, we do not expressly refer to the sources from which these data are derived.














iii
















PROSPECTUS
SUMMARY












This
summary highlights certain information about us, this offering and information appearing elsewhere in this prospectus and in the
documents we incorporate by reference. This summary is not complete and does not contain all of the information that you should
consider before investing in our securities. To fully understand this offering and its consequences to you, you should read this
entire prospectus carefully, including the information referred to under the heading “Risk Factors” in this prospectus
beginning on page 5, the financial statements and other information incorporated by reference in this prospectus when making an
investment decision. This is only a summary and may not contain all the information that is important to you. You should carefully
read this prospectus, including the information incorporated by reference therein, and any other offering materials, together
with the additional information described under the heading “Where You Can Find More Information.”














THE
COMPANY












Overview









Creatd,
Inc. is the parent company and creator of the Vocal platform. Our mission is to empower creators, brands, and entrepreneurs
through technology and the spirit of partnership.









The
Vocal Platform









Vocal,
Creatd’s flagship product, is a robust, proprietary technology platform that provides best-in-class tools, safe and curated
communities, and monetization opportunities that enable creators to find a receptive audience and get rewarded.








Through
Vocal, content creators can get discovered and monetize their content by connecting to their ideal audiences and partnering with
the brands that want to reach those audiences. Since its initial launch in 2016, Vocal has become one of the fastest growing communities
for content creators of all kinds, including writers, musicians, podcasters, photographers, and more; as of November 2020, Vocal
has reached over 810,000 freemium creators and 7,500 Vocal+ paid subscribers across its 34 owned and operated niche communities.








Creatd’s
resources and Vocal’s proprietary technology work in tandem to amplify creators’ discoverability and potential earnings,
help direct-to-consumer brands achieve conversions and reach their target audiences, and generate value for all of Creatd’s
stakeholders. Further, the Vocal platform’s unique and flexible underlying architecture provides for scalable and sustainable
revenues, while lending itself to future acquisitions and white-label opportunities due to the ease with which other platforms
can be integrated into Creatd’s ecosystem.









Vocal
Platform Highlights




















Best-in-class
content creation editor: Vocal’s storytelling tools enable creators to produce beautiful and engaging stories in a simple,
user-friendly format, and incorporate rich-media content of all kinds including streaming content, photos, videos, podcasts, product
links, written text, and more.



















Multiple
monetization features: Creators can earn money i) every time their story is read, ii) by competing in Challenges, iii) by receiving
‘tips’, and iv) by collaborating on branded content campaigns through the Company’s in-house agency.



















Technology-led
and human-assisted moderation system ensures that Vocal’s communities remain safe and curated for all stakeholders, vital
protections in a digital environment increasingly characterized by misinformation, toxicity, and hate speech.









How
Creatd Generates Revenues










Platform
Subscriptions









Vocal+
creators subscribe at a cost of $9.99 per month or $99 per year. Further, as the number of paid Vocal+ subscribers continue to
increase, the subscriber acquisition cost (SAC) is expected to continue to decline. As of the end of third quarter 2020, acquisition
costs are less than $180 per subscriber, compared to $350 per subscriber at the end of second quarter 2020 and over $1,000 per
subscriber only one year ago at the end of third quarter 2019.









Marketing
Partnerships









Creatd’s
internal content studio, Vocal for Brands, specializes in producing branded marketing campaigns that leverage the power of the
Vocal platform. Vocal for Brands pairs leading brands with authentic Vocal creators to produce story campaigns that are non-interruptive,
engaging, and direct-response driven. The value per campaign ranges from $50K - $150K, depending on the duration of the campaign
and client objectives.









Managed
Services









Seller’s
Choice, Creatd’s in-house marketing agency for direct-to-consumer (DTC) and e-commerce clients, provides direct-to-consumer
brands with design, development, strategy, and sales optimization services. Acquired by Creatd in September 2019, Seller’s
Choice represented an ideal acquisition candidate due to its status as an Amazon Solution Provider, and a suite of offerings complementary
to Creatd’s existing business lines.













1















The
Company’s business model is built to absorb distressed operations; we integrate only the few best components, and shed any
non-essential costs. Following the acquisition, the Company optimized what was a costly and bloated operational structure, and
Seller’s Choice now represents a strong driver of growth for Creatd’s revenue model.











Acquisition Strategy











Creatd’s
hybrid finance and design culture is key to its acquisition strategy. Acquisition targets are companies that meet a set of opportunistic
or financial standards or that are part of specific digital environments that are accretive and can seamlessly integrate into
Creatd’s existing revenue lines. Creatd will continue to make strategic acquisitions such as Seller’s Choice as opportunities
present themselves. Primary targets are businesses that are accretive and seamlessly integrate into Creatd’s existing revenue
lines. Some of the criteria the Company considers when evaluation a potential acquisition include evaluating a potential target
company’s:





















Accretive
revenues within 18 months





















Flexible
cap structure





















Creatd
(Nasdaq: CRTD) equity as currency





















Integratable
and malleable technology





















Transparent
and light operational expenses









Creatd
Partners









Creatd
Partners invests in early-stage and established companies, with a primary focus on DTC brands, digital platforms and technologies
that support the consumer ecosystem. The size of an investment and partnership structure is flexible, typically comprising a combination
of monetary investment and non-monetary contributions; each investment is tailored to ensure that every Partner is provided with
the right resources to succeed. The Company has the option to either make a direct investment or introduce the Partner to its
network which may be able to provide outside financing.








Beyond
providing capital, Creatd Partners supports its founders and management teams with marketing, digital, strategy, and operational
expertise; the Creatd team leverages its proprietary technology, audience targeting expertise, and other resources to help their
portfolio companies identify avenues of potential growth for the near and long term. Vocal’s technology, Vocal for Brands,
and Seller’s Choice play a pivotal role in the success of Creatd Partners’ investments.









Recent
Developments









On
September 15, 2020, Company consummated an underwritten public offering of 1,725,000 units of securities (the “Units”),
with each Unit consisting of (i) one share of Common Stock, and (ii) one warrant to purchase one share of Common Stock (the “September
2020 Warrants”). The offering was conducted pursuant to an Underwriting Agreement, dated September 10, 2020, by and between
the Company and The Benchmark Company, LLC, acting as the representative (the “Representative”) of the several underwriters
named therein (the “Underwriting Agreement”). In connection with this offering, the Company granted the underwriters
a 45-day option to purchase up to 258,750 shares of Common Stock and/or 258,750 warrants to purchase Common Stock to cover over-allotments,
if any.








The
public offering price per Unit was $4.50. The shares of Common Stock and September 2020 Warrants were issued separately and are
immediately separable upon issuance. Each Warrant represents the right to purchase one share of Common Stock at an exercise price
of $4.50 per share, expiring 5 years from the date of issuance.








On
September 15, 2020, the Company entered into a Warrant Agreement with Pacific Stock Transfer (“Pacific Stock”), appointing
Pacific Stock as Warrant Agent for the Warrants for purposes of the offering (the “Warrant Agreement”). A registration
statement on Form S-1 (File No. 333-238514) relating to the offering was initially filed with the USEC on May 20, 2020, and was
declared effective on September 10, 2020. Upon the closing of the Offering, Pacific Stock issued the shares of Common Stock
and Warrants comprising the Units, which trade on The Nasdaq Capital Markets under the symbols CRTD and CRTDW, respectively. The
gross proceeds to the Company from the Offering, before deducting underwriting discounts and commissions and other estimated offering
expenses, and excluding the exercise of any Warrants, was approximately $7.7625 million.








On
October 6, 2020, the Underwriters partially exercised the over-allotment option and on October 8, 2020, purchased an additional
258,750 Warrants, generating gross proceeds, before deducting underwriting discounts and commissions, of $2,587.50.








The
258,750 Warrants were issued pursuant to the registration statement on Form S-1 (File No. 333-238514) initially filed with the
SEC on May 20, 2020 and declared effective on September 10, 2020.











2














December
2020 Financing






On December 29, 2020, the Company, entered
into securities purchase agreements (the “Purchase Agreement”) with thirty-three accredited investors (the “Investors”),
whereby, at the closing, the Investors agreed to purchase from the Company an aggregate of (i) 7,778 shares of the Company’s
Series E Convertible Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”), and (ii) 2,831,721
warrants (the “Warrants,” and each a “Warrant”), with each Warrant to one purchase one share of Common
Stock (the “Warrant Shares”). The Series E Preferred Stock is convertible into a total of 1,887,810 shares of Common
Stock (the “Conversion Shares”, and together with the “Warrant Shares”, the “Registered Shares”).
The combined purchase price of one Conversion Share and one and a half Warrant was $4.12. The aggregate purchase price for the
Series E Preferred Stock and Warrants was $7,777,777.77 (collectively, the “December 2020 Financing”).








The
Warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $4.50 per share. The Warrants
provide for cashless exercise to the extent that there is no registration statement available for the underlying shares of Common
Stock.








In
connection with the Purchase Agreement, the Company and the Investors entered into a Registration Rights Agreement pursuant to
which the Company shall use its best efforts to file with SEC a registration statement within ten (10) days of the Effective Date
(as defined in the Purchase Agreement) to register the Registered Shares.






The
Special Equities Group, a division of Bradley Woods & Co. Ltd. (the “Placement Agent”) acted as exclusive placement
agent for the transaction and received cash compensation equal to 10% of the aggregate purchase price and warrants to purchase
471,953 shares of the Company’s common stock, at an exercise price of $5.15 per share (the “PA Warrants”). The
PA Warrants are exercisable for a term of five-years from the date of issuance.






The
closing of the financing occurred on January 4, 2021.







Our
Corporate History







Creatd,
Inc., formerly Jerrick Media Holdings, Inc., is a technology company focused on the development of digital communities, marketing
branded digital content, and e-commerce opportunities. Creatd’s content distribution platform, Vocal, delivers a robust
long-form, digital publishing platform organized into highly engaged niche-communities capable of hosting all forms of rich media
content. Through Creatd’s proprietary algorithm dynamics, Vocal enhances the visibility of content and maximizes viewership,
providing advertisers access to target markets that most closely match their interests.








The
Company was originally incorporated under the laws of the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company
changed its name on December 3, 2013 to Great Plains Holdings, Inc. (“GTPH”) as part of its plan to diversify its
business.








On
February 5, 2016 (the “Closing Date”), GTPH, GPH Merger Sub, Inc., a Nevada corporation and wholly-owned subsidiary
of GTPH (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation headquartered in New Jersey
(“Jerrick”), entered into an Agreement and Plan of Merger (the “Merger”) pursuant to which the Merger
Sub was merged with and into Jerrick, with Jerrick surviving as a wholly-owned subsidiary of GTPH (the “Merger”).
GTPH acquired, pursuant to the Merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s
shareholders (the “Jerrick Shareholders”), pro-rata, a total of 475,000 shares of GTPH’s common stock. In connection
therewith, GTPH acquired 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”)
and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”).








In
connection with the Merger, on the Closing Date, GTPH and Kent Campbell entered into a Spin-Off Agreement (the “Spin-Off
Agreement”), pursuant to which Mr. Campbell purchased from GTPH (i) all of GTPH’s interest in Ashland Holdings, LLC,
a Florida limited liability company, and (ii) all of GTPH’s interest in Lil Marc, Inc., a Utah corporation, in exchange
for the cancellation of 39,091 shares of GTPH’s Common Stock held by Mr. Campbell. In addition, Mr. Campbell assumed all
debts, obligations and liabilities of GTPH, including any existing prior to the Merger, pursuant to the terms and conditions of
the Spin-Off Agreement.








Upon
closing of the Merger on February 5, 2016, the Company changed its business plan to that of Jerrick.








Effective
February 28, 2016, GTPH entered into an Agreement and Plan of Merger (the “Statutory Merger Agreement”) with Jerrick,
pursuant to which GTPH became the parent company of Jerrick Ventures, LLC, a wholly-owned operating subsidiary of Jerrick (the
“Statutory Merger”) and GTPH changed its name to Jerrick Media Holdings, Inc. to better reflect its new business strategy.








On
September 11, 2019, the Company acquired 100% of the membership interests of Seller’s Choice, LLC, a New Jersey limited
liability company (“Seller’s Choice”). Seller’s Choice is digital e-commerce agency based in New Jersey
(see Note 4).








On
September 9, 2020, the Company filed a certificate of amendment with the Secretary of State of the State of Nevada to change our
name to “Creatd, Inc.”, which became effective on September 10, 2020.









Background
of the Offering











See
– “

Recent Developments – December 2020 Financing

















3
















THE
OFFERING





















































































Issuer






Creatd,
Inc.












Shares
of Common Stock offered by us






None












Shares
of Common Stock offered by the Selling Stockholders






4,719,531
Shares (1)












Shares
of Common Stock outstanding before the Offering






8,653,395
shares (2)












Shares
of Common Stock outstanding after completion of this offering, assuming the sale of all shares offered hereby






13,372,926
shares












Use
of proceeds






We
will not receive any proceeds from the resale of the common stock by the selling stockholders.












Market
for Common Stock






Our
common stock is listed on The Nasdaq Capital Market under the symbol “CRTD.”












Risk
Factors






Investing
in our securities involves a high degree of risk.  See the “Risk Factors” section of this prospectus on
page 5 and in the documents we incorporate by reference in this prospectus for a discussion of factors you should consider
carefully before deciding to invest in our securities.













(1)



This amount consists of (i) 1,887,810 shares of Common Stock underlying the Series E Convertible Preferred Stock and (ii) 2,831,721 shares of Common Stock underlying the Warrants, issued to the Selling Stockholders in the December 2020 Financing.











(2)



The
number of shares of Common Stock outstanding before and after the Offering is based on
8,653,395 shares outstanding as of December 30, 2020 and excludes the following:



















































542,687 shares of Common Stock issuable upon the exercise of outstanding stock options having a weighted average exercise price of $23.67 per share;











3,317,790 shares of common stock issuable upon the exercise of outstanding warrants having a weighted average exercise price of $15.11 per share;











0 shares of the Company’s common stock underlying convertible notes; and










2,500,000 shares of common stock reserved for future issuance under the Company’s 2020 Equity Incentive Plan (the “2020 Plan”) and 300,000 shares of common stock reserved for future issuance under the Jerrick Ventures, Inc. 2015 Incentive Stock and Award Plan (the “2015 Plan”).


















4















RISK
FACTORS









Investment
in any securities offered pursuant to this prospectus and the applicable prospectus supplement involves risks. You should carefully
consider the risk factors incorporated by reference to our Registration Statement on Form S-1, filed with the SEC on May 20, 2020,
as amended, our most recent Annual Report on Form 10-K and any subsequent Quarterly Reports on Form 10-Q or Current Reports on
Form 8-K we file after the date of this prospectus, and all other information contained or incorporated by reference into this
prospectus, as updated by our subsequent filings under the Exchange Act, and the risk factors and other information contained
in the applicable prospectus supplement before acquiring any of such securities. The occurrence of any of these risks might cause
you to lose all or part of your investment in the offered securities.










Although
our shares and warrants have been approved for listing on The Nasdaq Capital Market, our shares and warrants may be subject to
potential delisting if we do not meet or continue to maintain the listing requirements of The Nasdaq Capital Market, and we have
been notified by The Nasdaq Capital Market of failure to comply with certain listing requirements and of a determination to delist
our securities.














Our
shares and warrants have been approved for listing on The Nasdaq Capital Market (“Nasdaq”) ; however, to keep
our listing on Nasdaq, we are required to maintain: (i) a minimum bid price of $1.00 per share, (ii) a certain public float, (iii)
a certain number of round lot shareholders and (iv) one of the following: a net income from continuing operations (in the latest
fiscal year or two of the three last fiscal years) of at least $500,000, a market value of listed securities of at least $35 million
or a stockholders’ equity of at least $2.5 million. On November 24, 2020, we were notified by the staff of The Nasdaq Capital
Market (the “Exchange”) that, based on the Company’s financial statements at September 30, 2020 the Company
was not in compliance with the Exchange’s continued listing requirements, which requires that a company’s stockholders’
equity be $2.5 million or more (the “Stockholders’ Equity Requirement”). As of September 30, 2020, the Company
had a stockholders’ equity of approximately $2,402,394. In reaching this determination the Exchange also considered whether
the Company met the alternatives of market value of listed securities or net income from continuing operations and the Exchange
determined that the Company does not meet either alternative.








On
December 8, 2020, we submitted to the Exchange our plan to regain compliance with the Stockholders’ Equity Requirement.








On
January 4, 2021, we were notified by the Exchange that it has determined to delist our common stock and warrants from the Exchange
based on the Company’s non-compliance with the Exchange’s (i) $5 million stockholders’ equity requirement for
initial listing, (ii) the $2.5 million stockholders’ equity requirement or any of the alternatives for continued listing,
and (iii) the Company’s failure to provide material information to the Exchange. The Company may appeal the Exchange’s
determination and has submitted such appeal to the Exchange’s Hearings Panel (the “Panel”), which request stays
any suspension or delisting action by the Exchange at least until the hearing process concludes and any extension
granted by the Panel expires. An oral hearing is expected to be scheduled for early 2021.








We
intend to present a detailed plan to evidence stockholders’ equity of $5 million and to address the other matters raised
by the Exchange; however, there can be no assurance that the Panel will grant our request for continued listing or that the Company
will evidence compliance. In the event that our appeal to the Hearings Panel is ultimately unsuccessful, our common stock and
warrants could be delisted from Nasdaq. If our securities are delisted, trading will most likely take place on the OTC Marketplace
operated by OTC Markets Group Inc. An investor is likely to find it less convenient to sell, or to obtain accurate quotations
in seeking to buy, our common stock on an over-the-counter market, and many investors may not buy or sell our common stock due
to difficulty in accessing over-the-counter markets, or due to policies preventing them from trading in securities not listed
on a national exchange or other reasons, and our ability to issue additional securities for financing or other purposes, or otherwise
to arrange for any financing we may need in the future, may also be materially and adversely affected if our common stock is not
traded on a national securities exchange. For these reasons and others, delisting would adversely affect the liquidity, trading
volume and price of our common stock, causing the value of an investment in us to decrease and having an adverse effect on our
business, financial condition and results of operations, including our ability to attract and retain qualified executives and
employees and to raise capital.









Risks
Relating to the Offering













You
may lose all of your investment.














Investing
in our common stock involves a high degree of risk. As an investor, you might never recoup all, or even part of, your investment
and you may never realize any return on your investment. You must be prepared to lose all your investment.










The
market price of our common stock may be highly volatile, you may not be able to resell your shares at or above the public offering
price and you could lose all or part of your investment.














The
trading price of our common stock may be volatile. Our stock price could be subject to wide fluctuations in response to a variety
of factors, including the following:



































actual
or anticipated fluctuations in our revenue and other operating results;




















actions
of securities analysts who initiate or maintain coverage of us, changes in financial
estimates by any




securities
analysts who follow our company, or our failure to meet these estimates or the expectations of investors;











5









































































































issuance
of our equity or debt securities, or disclosure or announcements relating thereto;



















the
lack of a meaningful, consistent and liquid trading market for our common stock;




















additional
shares of our common stock being sold into the market by us or our stockholders or the
anticipation of




such
sales;





















announcements
by us or our competitors of significant events or features, technical innovations, acquisitions,




strategic
partnerships, joint ventures or capital commitments;




















changes
in operating performance and stock market valuations of companies in our industry;



















price
and volume fluctuations in the overall stock market, including as a result of trends in the economy as a whole;



















lawsuits
threatened or filed against us;



















regulatory
developments in the United States and foreign countries; and




















other
events or factors, including those resulting from the impact of COVID-19 pandemic, war
or




incidents
of terrorism, or responses to these events.









In
addition, the stock market in general has experienced extreme price and volume fluctuations that have often been unrelated or
disproportionate to the operating performance of these companies. Broad market and industry factors may negatively affect the
market price of our common stock, regardless of our actual operating performance.














We
do not intend to pay dividends on our common stock so any returns will be limited to the value of our stock.










We
have never declared or paid any cash dividend on our common stock. We currently anticipate that we will retain future earnings
for the development, operation and expansion of our business and do not anticipate declaring or paying any cash dividends for
the foreseeable future. Additionally, any credit and security agreement that we may enter into in the future will likely contain
covenants that will restrict our ability to pay dividends. Any return to stockholders will therefore be limited to the appreciation
of their stock.










Sales
of a substantial number of shares of our common stock in the public market by certain of our stockholders could cause our stock
price to fall.










Sales
of a substantial number of shares of our common stock in the public market or the perception that these sales might occur, could
depress the market price of our common stock and could impair our ability to raise capital through the sale of additional equity
securities. We are unable to predict the effect that sales may have on the prevailing market price of our common stock.










An
active trading market for our common stock may not be maintained.














Our
stock is currently traded on The Nasdaq Capital Market, but we can provide no assurance that we will be able to maintain an active
trading market on this or any other exchange in the future. If an active market for our common stock is not maintained, it may
be difficult for our stockholders to sell or purchase shares. An inactive market may also impair our ability to raise capital
to continue to fund operations by selling shares and impair our ability to acquire other companies or technologies using our shares
as consideration.














6

















USE
OF PROCEEDS









All
proceeds from the resale of the shares of our Common Stock offered by this prospectus will belong to the Selling Stockholders.
We will not receive any proceeds from the resale of the shares of our Common Stock by the Selling Stockholders.








We
will receive proceeds from any cash exercise of the Warrants. If all such Warrants are fully exercised on a cash basis, we will
receive gross cash proceeds of approximately $4.50 per Warrant exercised. We expect to use the proceeds from the exercise of such
warrants, if any, for general corporate purposes. General corporate purposes may include providing working capital, funding capital
expenditures, or paying for acquisitions. We currently do not have any arrangements or agreements for any acquisitions. We cannot
precisely estimate the allocation of the net proceeds from any exercise of the warrants for cash. Accordingly, in the event the
Warrants are exercised for cash, our management will have broad discretion in the application of the net proceeds of such exercises.
There is no assurance that the Warrants will ever be exercised for cash.














7















PRIVATE
PLACEMENT OF WARRANTS AND SERIES E PREFERRED STOCK








On December 29, 2020 (the “Effective
Date”), Creatd, Inc., a Nevada corporation (the “Company”), entered into securities purchase agreements (the
“Purchase Agreement”) with thirty-three accredited investors (the “Investors”), whereby, at the closing,
the Investors have agreed to purchase from the Company an aggregate of (i) 7,778 shares of the Company’s Series E Convertible
Preferred Stock, par value $0.001 per share (the “Series E Preferred Stock”); and (ii) 2,831,721 warrants (the “Warrants”)
to purchase shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”). The Series
E Preferred Stock is convertible into a total of 1,887,810 shares of Common Stock (the “Conversion Shares”). The combined
purchase price of one Conversion Share and one and a half Warrant was $4.12. The aggregate purchase price for the Series E Preferred
Stock and Warrants was $7,777,777.77.








The
Warrants are exercisable for a term of five-years from the date of issuance, at an exercise price of $4.50 per share. The Warrants
provide for cashless exercise to the extent that there is no registration statement available for the underlying shares of Common
Stock.








As
further described in Item 3.03, the shares of Series E Preferred Stock have a stated value of $1,000 per share and are convertible
into Common Stock at a price of $4.12 per share, subject to adjustment.








The
representations and warranties contained in the Purchase Agreement were made by the parties to, and solely for the benefit of,
the other in the context of all of the terms and conditions of the Purchase Agreement and in the context of the specific relationship
between the parties. The provisions of the Purchase Agreement, including the representations and warranties contained therein,
are not for the benefit of any party other than the parties to the Purchase Agreement. The Purchase Agreement is not intended
for investors and the public to obtain factual information about the current state of affairs of the parties.








In
connection with the Purchase Agreement, the Company and the Investors entered into a Registration Rights Agreement (the “RRA”)
pursuant to which the Company shall use its best efforts to file with the Securities and Exchange Commission a Registration Statement
within ten (10) days of the Effective Date to register the shares of Common Stock underlying the Series E Preferred Stock and
Warrants for resale.








The
Special Equities Group, a division of Bradley Woods & Co. Ltd. (the “Placement Agent”) acted as exclusive placement
agent for the transaction and received cash compensation equal to 10% of the aggregate purchase price and warrants to purchase
471,953 shares of the Company’s common stock, at an exercise price of $5.15 per share (the “PA Warrants”). The
PA Warrants are exercisable for a term of five-years from the date of issuance.








The
closing of the financing occurred on January 4, 2021.









Series
E Preferred Convertible Stock Designation









On
December 30, 2020, the Secretary of State of the State of Nevada delivered confirmation of the effective filing of the Company’s
Certificate of Designations of the Preferred Stock, which established 8,000 shares of the Company’s Series E Preferred Stock,
having such designations, rights and preferences as set forth therein (the “Series E Designation”).








The
shares of Series E Preferred Stock have a stated value of $1,000 per share (the “Series E Stated Value”) and are convertible
into Common Stock at the election of the holder of the Series E Preferred Stock, at any time following the Original Issue Date
(as defined in the Series E Designation) at a price of $4.12 per share, subject to adjustment (the “Conversion Price”).
Each holder of Series E Preferred Stock shall be entitled to receive, with respect to each share of Series E Preferred Stock then
outstanding and held by such holder, dividends on an as-converted basis in the same form as dividends actually paid on shares
of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.








The
holders of Series E Preferred Stock shall be paid pari passu with the holders of Common Stock with respect to payment of dividends
and rights upon liquidation and shall have no voting rights. In addition, as further described in the Series E Designation, as
long as any of the shares of Series E Preferred Stock are outstanding, the Company shall not, without the affirmative vote of
the holders of a majority of the then outstanding shares of Series E Preferred Stock, (a) alter or change adversely the powers,
preferences or rights given to the Series E Preferred Stock or alter or amend this Series E Designation, (b) amend its certificate
of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series E Preferred
Stock, (c) increase the number of authorized shares of Series E Preferred Stock, or (d) enter into any agreement with respect
to any of the foregoing.








Each
share of Series E Preferred Stock shall be convertible, at any time and from time to time at the option of the holder of such
shares, into that number of shares of Common Stock determined by dividing the Series E Stated Value by the Conversion Price, subject
to certain beneficial ownership limitations.









Forms
of the Warrants, the RRA, and the PA Warrants are incorporated as exhibits to the Registration Statement of which this prospectus
forms a part and are incorporated herein by reference. The summary of such agreements contained in this prospectus is qualified
in its entirety by reference to the text of such agreements. We urge you to read such agreements in full.

















8

















SELLING
STOCKHOLDERS





The
shares of our Common Stock being offered by the Selling Stockholders are issuable upon the conversion of the Series E Preferred
Stock and exercising of the Warrants. For additional information regarding the issuance of the Series E Preferred Stock and Warrants,
see “December 2020 Financing” above. We are registering the shares of our Common Stock in order to permit the Selling
Stockholders to offer the shares for resale from time to time. Except as otherwise described in the footnotes to the
table below and for the ownership of the Registered Shares issued pursuant to the Purchase Agreement, the Selling Stockholders
have not had any material relationship with us within the past three years.




The
table below lists the Selling Stockholders and other information regarding the beneficial ownership (as determined under Section
13(d) of the Securities Exchange Act of 1934, as amended (and the rules and regulations thereunder) of the shares of our Common
Stock by each of the Selling Stockholders.




The
second column lists the number of shares of our Common Stock beneficially owned by each Selling Stockholder ownership before this
Offering (including shares which the Selling Stockholder has the right to acquire within 60 days, including upon conversion
of any convertible securities)




The
third column lists the shares of our Common Stock being offered by this prospectus by the Selling Stockholders.




The
fourth and fifth columns list the number of shares of Common Stock beneficially owned by the Selling Stockholders and their percentage
ownership after the Offering shares of Common Stock (including shares which the Selling Stockholder has the right to acquire within
60 days, including upon conversion of any convertible securities), assuming the sale of all of the shares offered by the Selling
Stockholders pursuant to this prospectus.



The amounts and information set forth below
are based upon information provided to us by the Selling Stockholders as of January 6, 2021, except as otherwise noted below. The
Selling Stockholders may sell all or some of the shares of Common Stock it is offering, and may sell, unless indicated otherwise
in the footnotes below, shares of our common stock otherwise than pursuant to this prospectus. The tables below assume the Selling
Stockholders sell all of the shares offered by them in offerings pursuant to this prospectus, and not acquire any additional shares.
We are unable to determine the exact number of shares that will actually be sold or when or if these sales will occur. See “

Plan
of Distribution

.”










































































































































































































































































































































































































































































































































































































































































Selling
Stockholder







Number
of Shares Owned Before Offering (1)









Shares
Offered


Hereby(2)(3)(4)











Number
of Shares Owned






After
Offering













Percentage
of






Shares






Beneficially






Owned
After






Offering
(1)








Anson Investments Master Fund LP(5)









-












455,098












-












-






Anson East Master Fund LP(6)









-












151,700












-












-






L1 Capital Global Opportunities Master Fund (7)









-












303,398












-












-






Joseph Reda (8)









217,400












375,000












217,400












1.63



%



The Special Equities Opportunity Fund, LLC (9)









-












606,796












-












-






Boothbay Absolute Return Strategies LP(10)









-












160,777












-












-






Boothbay Diversified Alpha Master Fund, LP(11)









-












81,942












-












-






Kingsbrook Opportunities Master Fund LP(12)









-












60,680












-












-






Hudson Bay Master Fund Ltd.(13)









-












303,398












-












-






Brio Capital Master Fund, Ltd.(14)









74,213












424,757












74,213












0.55



%



Newtown Road 130 Holdings LLC(15)









-












100,000












-












-






Scott A. Sampson Trust #2(16)









262,333












60,680












262,333












1.94



%



Linda Gale Sampson Trust #2(17)









309,316












60,680












309,316












2.29



%



Alto Opportunity Master Fund, SPC - Segregated Master Portfolio
B(18)









-












303,398












-












-






Dalin Class Trust(19)









-












91,020












-












-






Richard Molinsky(20)









-












48,543












-












-






Andrew Fox(21)









-












30,340












-












-






KORR Value LP(22)









-












30,340












-












-






NY Farms Group Inc(23).









-












121,360












-












-






Gregory Castaldo(24)









83,475












366,006












83,475












0.62



%



Russell Sarachek (25)









-












60,680












-












-






Thomas I Unterberg(26)









-












121,360












-












-






Mel S. Lavitt and Wendy Lavitt JTTN(27)









12,000












37,500












12,000












0.09



%



Mark Allan Standish(28)









452,487












60,680












452,487












3.34



%



Joseph I Waring II(29)









35,922












30,340












35,922












0.27



%



Mark Wilkins(30)









11,252












30,340












11,252












0.08



%



Joel A Stone Revocable Trust (31)









13,173












60,680












13,173












0.10



%



James Robinson & Jennifer Robinson(32)









37,531












24,272












37,531












0.28



%



R Michael Stunden(33)









23,260












6,068












23,260












0.17



%



Intracoastal Capital, LLC(34)









70,588












48,543












70,588












0.53



%



Richard G. David(35)









6,125












12,136












6,125












0.05



%



William Rhew(36)









8,888












30,340












8,888












0.07



%



Eric Goldberg(37)









2,599,200












60,680












2,599,200












18.89



%












(1)


Percentages are calculated based on an aggregate of 8,653,395 shares of Common Stock outstanding as of December 30, 2020. As applicable, such percentages have been further adjusted to account for outstanding convertible securities of such Selling Stockholder.










9









































































(2)



Under the terms of the Series E Preferred Stock, the number of shares of our Common Stock that may be acquired by a Selling Stockholder upon any conversion of a share of Series E Preferred Stock is generally limited to the extent necessary to ensure that, following such conversion, such selling stockholder would not, together with its affiliates and any other persons or entities whose beneficial ownership of our common stock would be aggregated with such selling stockholder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), beneficially own in excess of 4.99% of the total number of shares of our common stock then issued and outstanding and/or the then combined voting power of all of our voting securities (the “Exercise Limitation”). The Exercise Limitation may be increased, decreased or terminated, in each selling stockholder’s sole discretion, upon sixty-one (61) days’ prior written notice to us, provided that in no event can the Exercise Limitation be increased beyond 9.99%. If the operation of the Exercise Limitation currently limits the beneficial ownership of a selling stockholder, such limitation is noted in the footnotes that follow. In addition, as noted in footnote (3), the number of shares shown under the column titled “Number of Shares Offered” is shown without regard to the Exercise Limitation.



(3)



Under the terms of the Warrants, the number of shares of our Common Stock that may be acquired by a Selling Stockholder upon any exercise of a Warrant is generally limited to the extent necessary to ensure that, following such exercise, such selling stockholder would not, together with its affiliates and any other persons or entities whose beneficial ownership of our common stock would be aggregated with such selling stockholder for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), beneficially own in excess of 4.99% of the total number of shares of our common stock then issued and outstanding and/or the then combined voting power of all of our voting securities, with the exception of the Hudson Bay Master Fund Ltd. Warrant which includes a 9.99% exercise limitation (the “Exercise Limitation”). The Exercise Limitation may be increased, decreased or terminated, in each selling stockholder’s sole discretion, upon sixty-one (61) days’ prior written notice to us, provided that in no event can the Exercise Limitation be increased beyond 9.99%. If the operation of the Exercise Limitation currently limits the beneficial ownership of a selling stockholder, such limitation is noted in the footnotes that follow. In addition, as noted in footnote (2), the number of shares shown under the column titled “Number of Shares Offered” is shown without regard to the Exercise Limitation.



(4)



The number of shares offered hereby, for each Selling Stockholder, consists solely of the shares issuable to such selling stockholder upon conversion of the Series E Preferred Stock issued pursuant to the securities purchase agreement and the shares issuable upon exercise of the Warrants issued to such selling stockholder. The shares issuable upon conversion of the Series E Preferred Stock, and the shares issuable upon exercise of the Warrants will become eligible for sale by the selling stockholders under this prospectus only as Series E Preferred Stock and/or the Warrants are exercised. In addition, the number of shares offered hereby shown under the column titled “Number of Shares Offered” includes the maximum number of shares issuable upon the conversion of the Series E Preferred Stock and the exercise of the Warrants without regard to the Exercise Limitation described in footnote (2) and (3) above.



(5)



Represents 182,039 shares of common stock issuable upon conversion of 750 shares of Series E Preferred Stock, and 273,059 shares of common stock issuable upon exercise of the Warrants.



(6)



Represents 60,680 shares of common stock issuable upon conversion of 250 shares of Series E Preferred Stock, and 91,020 shares of common stock issuable upon exercise of the Warrants.



(7)



Represents 121,539 shares of common stock issuable upon conversion of 500 shares of Series E Preferred Stock, and 182,039 shares of common stock issuable upon exercise of the Warrants.



(8)



Number of Shares owned before offering includes 217,400 shares of Common Stock. Shares offered herein represents 150,000 shares of common stock issuable upon conversion of 618 shares of Series E Preferred Stock, and 225,000 shares of common stock issuable upon exercise of the Warrants. This number does not include shares beneficially owned by this individual under other entities.



(9)



Represents 242,718 shares of common stock issuable upon conversion of 1,000 shares of Series E Preferred Stock, and 364,078 shares of common stock issuable upon exercise of the Warrants.



(10)



Represents 64,311 shares of common stock issuable upon conversion of 264.96 shares of Series E Preferred Stock, and 96,444 shares of common stock issuable upon exercise of the Warrants.



(11)



Represents 32,777 shares of common stock issuable upon conversion of 135.04 shares of Series E Preferred Stock, and 49,165 shares of common stock issuable upon exercise of the Warrants.



(12)



Represents 24,272 shares of common stock issuable upon conversion of 100 shares of Series E Preferred Stock, and 36,408 shares of common stock issuable upon exercise of the Warrants.



(13)



Represents 121,359 shares of common stock issuable upon conversion of 500 shares of Series E Preferred Stock, and 182,039 shares of common stock issuable upon exercise of the Warrants.



(14)



Number of Shares owned before offering includes 40,880 shares of Common Stock and 33,333 shares of common stock issuable upon exercise of the Warrants. Shares offered herein represents 169,903 shares of common stock issuable upon conversion of 700 shares of Series E Preferred Stock, and 254,854 shares of common stock issuable upon exercise of the Warrants.



(15)



Represents 40,000 shares of common stock issuable upon conversion of 164.8 shares of Series E Preferred Stock, and 60,000 shares of common stock issuable upon exercise of the Warrants.



(16)



Number of Shares owned before offering includes 139,499 shares of Common Stock and 122,834 shares of common stock issuable upon exercise of the Warrants. Shares offered herein represents 24,272 shares of common stock issuable upon conversion of 100 shares of Series E Preferred Stock, and 36,408 shares of common stock issuable upon exercise of the Warrants.










10

































































































(17)



Number
of Shares owned before offering includes 157,724 shares of Common Stock and 151,592 shares of common stock issuable upon exercise
of the Warrants. Shares offered herein represents 24,272 shares of common stock issuable upon conversion of 100 shares of
Series E Preferred Stock, and 36,408 shares of common stock issuable upon exercise of the Warrants.



(18)



Ayrton Capital
LLC, the investment manager to Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, has discretionary authority
to vote and dispose of the shares held by Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B and may be deemed
to be the beneficial owner of these shares. Waqas Khatri, in his capacity as Managing Member of Ayrton Capital LLC, may also
be deemed to have investment discretion and voting power over the shares held by Alto Opportunity Master Fund, SPC - Segregated
Master Portfolio B. Ayrton Capital LLC and Mr. Khatri each disclaim any beneficial ownership of these shares. The address
of Ayrton Capital LLC is 55 Post Rd West, 2nd Floor, Westport, CT 06880. Represents 121,359 shares of common stock issuable
upon conversion of 500 shares of Series E Preferred Stock, and 182,039 shares of common stock issuable upon exercise of the
Warrants.



(19)



Represents
36,408 shares of common stock issuable upon conversion of 150 shares of Series E Preferred Stock, and 54,612 shares of common
stock issuable upon exercise of the Warrants.



(20)



Represents
19,417 shares of common stock issuable upon conversion of 80 shares of Series E Preferred Stock, and 29,126 shares of common
stock issuable upon exercise of the Warrants.



(21)



Represents
12,136 shares of common stock issuable upon conversion of 50 shares of Series E Preferred Stock, and 18,204 shares of common
stock issuable upon exercise of the Warrants.



(22)



Represents
12,136 shares of common stock issuable upon conversion of 50 shares of Series E Preferred Stock, and 18,204 shares of common
stock issuable upon exercise of the Warrants.



(23)



Represents
48,544 shares of common stock issuable upon conversion of 200 shares of Series E Preferred Stock, and 72,816 shares of common
stock issuable upon exercise of the Warrants.



(24)



Number
of Shares owned before offering includes 50,141 shares of Common Stock and 33,334 shares of common stock issuable upon exercise
of the Warrants. Shares offered herein represents (i) 146,403 shares of common stock issuable upon conversion of 603.18 shares
of Series E Preferred Stock, and 219,604 shares of common stock issuable upon exercise of the Warrants.



(25)



Represents
24,272 shares of common stock issuable upon conversion of 100 shares of Series E Preferred Stock, and 36,408 shares of common
stock issuable upon exercise of the Warrants.



(26)



Represents
48,544 shares of common stock issuable upon conversion of 200 shares of Series E Preferred Stock, and 72,816 shares of common
stock issuable upon exercise of the Warrants.



(27)



Number
of Shares owned before offering includes 12,000 shares of Common Stock. Shares offered herein represents 15,000 shares of
common stock issuable upon conversion of 61.8 shares of Series E Preferred Stock, and 22,500 shares of common stock issuable
upon exercise of the Warrants.



(28)



Number
of Shares owned before offering includes 283,018 shares of Common Stock and 169,469 shares of common stock issuable upon exercise
of the Warrants. Shares offered herein represents 24,272 shares of common stock issuable upon conversion of 100 shares of
Series E Preferred Stock, and 36,408 shares of common stock issuable upon exercise of the Warrants.



(29)



Number
of Shares owned before offering includes 28,144 shares of Common Stock and 7,778 shares of common stock issuable upon exercise
of the Warrants. Shares offered herein represents  12,136 shares of common stock issuable upon conversion of 100 shares
of Series E Preferred Stock, and 18,204 shares of common stock issuable upon exercise of the Warrants.



(30)



Number
of Shares owned before offering includes 11,252 shares of Common Stock. Shares offered herein represents 12,136 shares of
common stock issuable upon conversion of 50 shares of Series E Preferred Stock, and 18,204 shares of common stock issuable
upon exercise of the Warrants.



(31)



Number
of Shares owned before offering includes 13,173 shares of Common Stock. Shares offered herein represents 24,272 shares of
common stock issuable upon conversion of 100 shares of Series E Preferred Stock, and 36,408 shares of common stock issuable
upon exercise of the Warrants. This number does not include shares beneficially owned by the control person of this trust
under other entities.



(32)



Number
of Shares owned before offering includes 37,531 shares of Common Stock. Shares offered herein represents 9,709 shares of common
stock issuable upon conversion of 40 shares of Series E Preferred Stock, and 14,563 shares of common stock issuable upon exercise
of the Warrants.



(33)



Number
of Shares owned before offering includes 22,083 shares of Common Stock and 1,177 shares of common stock issuable upon exercise
of the Warrants. Shares offered herein represents 2,427 shares of common stock issuable upon conversion of 10 shares of Series
E Preferred Stock, and 3,641 shares of common stock issuable upon exercise of the Warrants.



(34)



Beneficial
owners Mitchell P. Kopin (“Mr. Kopin”) and Daniel B. Asher (“Mr. Asher”), each of whom are managers
of Intracoastal Capital LLC (“Intracoastal”), have shared voting control and investment discretion over the securities
reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial
ownership (as determined under Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”))
of the securities reported herein that are held by Intracoastal. Number of Shares owned before offering includes 70,588 shares
of common stock issuable upon exercise of the Warrants. Shares offered herein represents 19,417 shares of common stock issuable
upon conversion of 80 shares of Series E Preferred Stock, and 29,126 shares of common stock issuable upon exercise of the
Warrants.



(35)



Number
of Shares owned before offering includes 6,125 shares of Common Stock. Shares offered herein represents 4,854 shares of common
stock issuable upon conversion of 20 shares of Series E Preferred Stock, and 7,282 shares of common stock issuable upon exercise
of the Warrants.



(36)



Number
of Shares owned before offering includes 6,927 shares of Common Stock and 1,961 shares of common stock issuable upon exercise
of the Warrants. Shares offered herein represents 12,136 shares of common stock issuable upon conversion of 50 shares of Series
E Preferred Stock, and 18,204 shares of common stock issuable upon exercise of the Warrants. This number does not include
shares beneficially owned by this individual under other entities.



(37)



Number
of Shares owned before offering includes 2,211,780 shares of Common Stock and 387,420 shares of common stock issuable upon
exercise of the Warrants. Shares offered herein represents 24,272 shares of common stock issuable upon conversion of 100 shares
of Series E Preferred Stock, and 36,408 shares of common stock issuable upon exercise of the Warrants.









Relationships
with the Selling Stockholders











Neither
the selling stockholders nor any of the persons that control them has had any material relationships with us or our affiliates
within the past three (3) years, except for Mark Allan Standish, who has been the Executive Chairman of the Board of Directors
of the Company since July 8, 2020, and Eric Goldberg, who is beneficial owner of more than 9.99% of the Company’s common
stock.












11



















LEGAL
MATTERS









Lucosky
Brookman LLP will pass upon certain legal matters relating to the issuance and sale of the securities offered hereby on behalf
of Creatd, Inc.











EXPERTS









Our
consolidated balance sheets as of December 31, 2019 and 2018, and the related consolidated statements of operations, stockholders’
equity (deficit), and cash flows for each of those two years have been audited by Rosenberg Rich Baker Berman, P.A., an independent
registered public accounting firm, as set forth in its report incorporated by reference and are included in reliance upon such
report given on the authority of such firm as experts in accounting and auditing.











WHERE
YOU CAN FIND MORE INFORMATION










Available
Information









We
file reports, proxy statements and other information with the SEC. Information filed with the SEC by us can be inspected and copied
at the Public Reference Room maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. You may also obtain copies of
this information by mail from the Public Reference Room of the SEC at prescribed rates. Further information on the operation of
the SEC’s Public Reference Room in Washington, D.C. can be obtained by calling the SEC at 1-800-SEC-0330. The SEC also maintains
a web site that contains reports, proxy and information statements and other information about issuers, such as us, who file electronically
with the SEC. The address of that website is

http://www.sec.gov

.








Our
website address is https://creatd.com. The information on our website, however, is not, and should not be deemed to be, a part
of this prospectus.








This
prospectus and any prospectus supplement are part of a registration statement that we filed with the SEC and do not contain all
of the information in the registration statement. The full registration statement may be obtained from the SEC or us, as provided
below. Forms of the documents establishing the terms of the offered securities are or may be filed as exhibits to the registration
statement. Statements in this prospectus or any prospectus supplement about these documents are summaries and each statement is
qualified in all respects by reference to the document to which it refers. You should refer to the actual documents for a more
complete description of the relevant matters. You may inspect a copy of the registration statement at the SEC’s Public Reference
Room in Washington, D.C. or through the SEC’s website, as provided above.









INCORPORATION
BY REFERENCE









The
SEC’s rules allow us to “incorporate by reference” information into this prospectus, which means that we can
disclose important information to you by referring you to another document filed separately with the SEC. The information incorporated
by reference is deemed to be part of this prospectus, and subsequent information that we file with the SEC will automatically
update and supersede that information. Any statement contained in a previously filed document incorporated by reference will be
deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus
modifies or replaces that statement.








We
incorporate by reference our documents listed below and any future filings made by us with the SEC under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934, as amended, which we refer to as the “Exchange Act” in this prospectus,
between the date of this prospectus and the termination of the offering of the securities described in this prospectus. We are
not, however, incorporating by reference any documents or portions thereof, whether specifically listed below or filed in the
future, that are not deemed “filed” with the SEC, including any information furnished pursuant to Items 2.02 or 7.01
of Form 8-K or related exhibits furnished pursuant to Item 9.01 of Form 8-K.














12














This
prospectus and any accompanying prospectus supplement incorporate by reference the documents set forth below that have previously
been filed with the SEC:























































Our
Annual Report on

Form 10-K

for the year ended December 31, 2019, filed with the SEC on March 30, 2020.




















Our
Current Reports on

Form 10-Q

filed with the SEC on November 16, 2020.














Our
Current Reports on Form 8-K filed with the SEC on

November
16, 2020

,




November 19, 2020



,

November
25, 2020

,

December 9, 2020

,

December 18, 2020

,

December 23, 2020

,

January 5, 2021

and

January 8, 2021

.




















The
description of our Common Stock contained in our Registration Statement on

Form S-1/A

, filed with the SEC on September 2,
2020, as amended, and any amendment or report filed with the SEC for the purpose of updating the description.








All
reports and other documents we subsequently file pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the
termination of this Offering, including all such documents we may file with the SEC after the date of the initial registration
statement and prior to the effectiveness of the registration statement, but excluding any information furnished to, rather than
filed with, the SEC, will also be incorporated by reference into this prospectus and deemed to be part of this prospectus from
the date of the filing of such reports and documents.








You
may request a free copy of any of the documents incorporated by reference in this prospectus (other than exhibits, unless they
are specifically incorporated by reference in the documents) by writing or telephoning us at the following address:








Creatd,
Inc.




2050
Center Avenue Suite 640




Fort
Lee, NJ 07024




Telephone:
(201) 258-3770








Exhibits
to the filings will not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus
and any accompanying prospectus supplement.














13















PART
II










INFORMATION
NOT REQUIRED IN PROSPECTUS










Item
14.

Other Expenses of Issuance and Distribution










The
following is an estimate of the expenses (all of which are to be paid by the registrant) that we may incur in connection with
the securities being registered hereby.





































SEC registration fee




$



2,046.73




Legal fees and expenses





65,000.00



*



Accounting fees and expenses





5,000.00



*



Total






$



72,046.73



*













*



Estimated







Item
15.

Indemnification of Directors and Officers










Each
of our Second Amended and Restated Articles of Incorporation and our Amended and Restated Bylaws provide for indemnification of
our directors and officers. Our Amended and Restated Bylaws provide that we will indemnify any person who was or is a party or
threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative
(other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director or officer
of the corporation, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually
and reasonably incurred by such person in connection with such action, suit or proceeding if such person acted in good faith and
in a manner such person reasonably believed to be in or not opposed to the best interests of the Company, and with respect to
any criminal action or proceeding, had no reasonable cause to believe such person’s conduct was unlawful. The termination
of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of

nolo contendere

or
its equivalent will not, without more, create a presumption that the person did not act in good faith and in a manner which such
person reasonably believed to be in or not opposed to the best interest of the corporation, and, with respect to any criminal
action or proceeding, had reasonable cause to believe that his conduct was unlawful. The Company may by action of its Board of
Directors, grant rights to indemnification and advancement of expenses to employees and agents of the Company with the same scope
and effects as the indemnification provisions for officers and directors.








Insofar
as indemnification for liabilities under the Securities Act may be permitted to officers, directors or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that is it is the opinion of the Securities and Exchange
Commission that such indemnification is against public policy as expressed in such Securities Act and is, therefore, unenforceable.









Item
16.

Exhibits










(a)

Exhibits









A
list of exhibits filed with this registration statement on Form S-3 is set forth on the Exhibit Index and is incorporated herein
by reference.











II-

1















Item
17.

Undertakings










The
undersigned registrant hereby undertakes:

















(1)



To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

















(i)



To
include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

















(ii)



To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum
aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration
statement; and

















(iii)



To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement.

















(2)



That
for the purpose of determining any liability under the Securities Act of 1933 each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

















(3)



To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.

















(4)



That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser, each prospectus filed pursuant
to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on
Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser
with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such
date of first use.













II-

2























(5)




That,
for the purpose of determining liability of the registrant under the Securities Act of
1933 to any purchaser in the initial distribution of the securities:








The
undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will
be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:


















(i)



Any
preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;

















(ii)



Any
free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;

















(iii)



The
portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and

















(iv)



Any
other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

















(6)



The
undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreement
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery
to each purchaser.

















(7)



Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant
of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final adjudication of such issue.

















(8)



The
undersigned Registrant hereby undertakes:

















(1)



That
for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant
pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.

















(2)



That
for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.













II-

3















SIGNATURES








Pursuant to the requirements of the
Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Lee, State of New Jersey, on January 27, 2021.































Creatd,
Inc.















By:




/s/ Jeremy
Frommer










Name:
Jeremy Frommer


Title: Chief Executive Officer


(Principal Executive Officer)










POWER
OF ATTORNEY: KNOW ALL PERSONS BY THESE PRESENTS that each individual whose signature appears below constitutes and appoints Jeremy
Frommer, his true and lawful attorneys-in-fact and agents with full power of substitution, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement,
and to sign any registration statement for the same offering covered by the Registration Statement that is to be effective upon
filing pursuant to Rule 462(b) promulgated under the Securities Act, and all post-effective amendments thereto, and to file the
same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his, her or their
substitute or substitutes, may lawfully do or cause to be done or by virtue hereof.








Pursuant
to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:




































































































































































Signature








Title








Date




















/s/ Jeremy
Frommer







Chief
Executive Officer






January
27, 2021



Jeremy
Frommer






(Principal
Executive Officer), Director

























/s/ Chelsea
Pullano







Chief
Financial Officer






January
27, 2021



Chelsea
Pullano






(Principal
Financial and Accounting Officer),

























/s/ Mark
Standish







Chairman
of the Board






January
27, 2021



Mark
Standish































/s/ Mark
Patterson







Director






January
27, 2021



Mark
Patterson































/s/ Leonard
Schiller







Director






January
27, 2021



Leonard
Schiller































/s/ Laurie
Weisberg







Director






January
27, 2021



Laurie
Weisberg































/s/ LaBrena
Martin







Director






January
27, 2021



LaBrena
Martin

























II-

4















EXHIBIT
INDEX



















































Exhibit No.








Exhibit Description




4.1







Form of  Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2021)




5.1
*







Opinion of Lucosky Brookman LLP




10.1







Form of Securities Purchase Agreement (incorporated herein by reference to Exhibit 10.1 of the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2021)




10.2







Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on January 5, 2021)




23.1
*







Consent of Rosenberg Rich Baker Berman, P.A.




23.2
*







Consent of Lucosky Brookman LLP (reference is made to Exhibit 5.1)




24.1
*







Power of Attorney (included on the signature page of this Registration Statement)














*



Filed
herewith.












II-5




















The above information was disclosed in a filing to the SEC. To see the filing, click here.

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Other recent filings from the company include the following:

Statement of changes in beneficial ownership of securities - April 19, 2021
Great Plains Holdings, Inc.'s CHIEF EXECUTIVE OFFICER just picked up 1,000 shares - April 15, 2021
Great Plains Holdings, Inc.'s CHIEF EXECUTIVE OFFICER just picked up 1,034 shares - April 14, 2021
Great Plains Holdings, Inc.'s President just picked up 1,165 shares - April 14, 2021
Great Plains Holdings, Inc.'s CHIEF EXECUTIVE OFFICER just picked up 2,503 shares - April 13, 2021

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