S-3/A

As filed with the Securities and Exchange Commission on July 22, 2022

Registration No. 333-266008 

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)

419 Lafayette Street,

6th Floor

New York, NY 10003

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

Laurie Weisberg

Chief Executive Officer
419 Lafayette Street, 6th Floor
New York, NY 10003
Telephone: (201) 258-3770
(Name, 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. ☒

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” “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	☐

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 7(a)(2)(B) of the Securities Act. ☐

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.

EXPLANATORY NOTE

Creatd, Inc. (the “Registrant”) is filing this Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 (File No. 333-266008) as an exhibits-only filing to file Exhibit 5.1 and 23.2 (which is included in Exhibit 5.1). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, including the signature page and the exhibit index, and the filed exhibits. The prospectus is unchanged and has been omitted.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

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.

EXHIBIT INDEX

Exhibit No.	Exhibit Description
4.1+	Form of Original Issue Discount Senior Convertible Debenture (incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2022)
4.2+	Form of Series C Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2022)
4.3+	Form of Series D Common Stock Purchase Warrant (incorporated herein by reference to Exhibit 4.3 of the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2022)
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 June 3, 2022)
10.2+	Form of Registration Rights Agreement (incorporated herein by reference to Exhibit 10.2 of the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2022)
10.3+	Form of Guaranty (incorporated herein by reference to Exhibit 10.3 of the Company’s Current Report on Form 8-K filed with the SEC on June 3, 2022)
23.1 +	Consent of Rosenberg Rich Baker Berman, P.A. (incorporated herein by reference to Exhibit 23.1 of the Company’s Registration Statement on Form S-3 filed with the SEC on July 1, 2022)
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) (incorporated herein by reference to Exhibit 24.1 of the Company’s Registration Statement on Form S-3 filed with the SEC on July 1, 2022)
107+	Filing Fee Table incorporated herein by reference to Exhibit 107 of the Company’s Registration Statement on Form S-3 filed with the SEC on July 1, 2022

*	Filed herewith.
+	Filed previously.

II-1 

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 Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on July 22, 2022.

Creatd, Inc.
By:	/s/ Laurie Weisberg
	Name: Laurie Weisberg 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 Laurie Weisberg, 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/ Laurie Weisberg	Chief Executive Officer	July 22, 2022
Laurie Weisberg	(Principal Executive Officer), Director
/s/ Chelsea Pullano	Chief Financial Officer	July 22, 2022
Chelsea Pullano	(Principal Financial and Accounting Officer)
/s/ Jeremy Frommer	Executive Chairman	July 22, 2022
Jeremy Frommer
/s/ Brad Justus	Director	July 22, 2022
Brad Justus
/s/ Lorraine Hendrickson	Director	July 22, 2022
Lorraine Hendrickson
/s/ Joanna Bloor	Director	July 22, 2022
Joanna Bloor

II-2

EX-5.1

Exhibit 5.1

	LUCOSKY BROOKMAN LLP 101 Wood Avenue South 5th Floor Woodbridge, NJ 08830 T - (732) 395-4400 F- (732) 395-4401
July 22, 2022
	111 Broadway Suite 807 New York, NY 10006 T - (212) 332-8160 F - (212) 332-8161
Creatd, Inc. 419 Lafayette Street, 6th Floor New York, NY 10003	www. lucbro.com

Re: Registration Statement on Form S-3 (333-266008)  

Ladies and Gentlemen:

We are acting as counsel for Creatd, Inc., a Nevada corporation (the “Company”), in connection with the registration for resale from time to time by certain selling stockholders of up to 6,000,000 shares (the “Shares”) of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The Shares include (i) up to 2,000,000 shares of Common Stock issuable upon conversion of debentures in the principal amount of $4,000,000 (the “Debentures”), (ii) 2,000,000 shares of Common Stock issuable upon exercise of Series C Common Stock Purchase Warrants (the “Series C Warrants”), and (iii) 2,000,000 Series D Common Stock Purchase Warrants (the “Series D Warrants,” and together with the Series C Warrants, the “Warrants”). The offering of the Shares will be as set forth in the prospectus contained in the Registration Statement on Form S-3 (the “Registration Statement”), as amended, and as supplemented from time to time.

In rendering these opinions, we have examined the Company’s Articles of Incorporation and Bylaws, both as amended and currently in effect, the Registration Statement, and the exhibits thereto, and such other records, instruments and documents as we have deemed advisable in order to render these opinions. In such examination, we have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photo static copies and the authenticity of the originals of such latter documents. In providing these opinions, we have further relied as to certain factual matters on information obtained from officers of the Company. We are opining herein as to the laws of the United States and Chapter 78 of the Nevada Revised Statutes of the State of Nevada, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

The issuance of the Shares has been duly authorized by all necessary corporate action of the Company, and when the Shares have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the holders of such Shares, Debentures and Warrants, and have been issued by the Company either (i) upon the conversion of the Debentures in accordance with the terms of the Debentures and for the consideration approved by the Company, or (ii) upon the exercise of the Warrants in accordance with the terms of the Warrants and upon receipt by the Company of the consideration therefor provided therein, the Shares will be validly issued, fully paid and non-assessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm in the Prospectus under the heading “Legal Matters.” In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Very Truly Yours,

/s/ Lucosky Brookman LLP

Lucosky Brookman LLP