UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): June 9, 2023

Creatd, Inc.

(Exact name of registrant as specified in its charter)

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

419 Lafayette Street, 6th Floor

New York, NY 10003

(Address of principal executive offices)

(201) 258-3770

(Registrant’s telephone number, including area code)

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

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

☐

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

☐

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

☐

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

☐

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

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

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

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

Emerging growth company ☐

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

Item 8.01. Other Events

Reference is made to the Current Report under Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on February 17, 2023, as amended, disclosing Creatd, Inc. (the “Company”) listing its shares on Upstream, the trading app for digital securities and NFTs powered by Horizon Fintex and MERJ Exchange Limited (“MERJ”). The Company has determined that it will delist from Upstream, having begun such process, with an estimated effective date of such delisting of June 30, 2023. The Company’s shares of common stock that investors had purchased on or transferred to Upstream will be returned to the Company’s transfer agent, Pacific Stock Transfer Company. The Company has instructed Upstream to halt trading of all shares of the Company by all US persons listed on Upstream effective June 9, 2023.

The announcement has no immediate effect on the continued listing status of the Company’s shares listing on the OTCQB Marketplace, and, therefore, the Company’s OTC listing remains fully effective.

SIGNATURES

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

	CREATD, INC.

Date: June 9, 2023	By:	/s/ Jeremy Frommer
	Name:	Jeremy Frommer
	Title:	Chief Executive Officer

Creatd Inc. filed SEC Form 8-K: Other Events