Acquisitions

9 Months Ended

Sep. 30, 2022

Asset Acquisition [Abstract]

Acquisitions

Note 12 – Acquisitions

Denver Bodega, LLC d/b/a Basis

On March 7, 2022, the Company entered into a Membership Interest Purchase (the “Agreement”) with Henry Springer and Kyle Nowak (collectively the “Sellers”), whereby the Company purchased a majority stake in Denver Bodega, LLC, a Colorado limited liability company whose product is Basis, a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration. Pursuant to the Agreement, Creatd acquired all of the issued and outstanding membership interests of Denver Bodega, LLC for consideration of one dollar ($1.00), as well as the Company’s payoff, assumption, or satisfaction of certain debts and liabilities.

The following sets forth the components of the purchase price:

Purchase price:
Cash paid to seller	$	1
Total purchase price		1
Assets acquired:
Cash		44,977
Accounts Receivable		2,676
Inventory		194,365
Total assets acquired		242,018
Liabilities assumed:
Accounts payable and accrued expenses		127,116
Notes payable		293,888
Total liabilities assumed		421,004
Net liabilities acquired		(178,986	)
Excess purchase price	$	178,987

The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.

Goodwill	$	8,950
Trade Names & Trademarks		8,949
Know-How and Intellectual Property		107,392
Website		8,949
Customer Relationships		44,747
Excess purchase price	$	178,987

The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.

Acquisition of Orbit

On August 1, 2022 the Company entered into a Membership Interest Purchase (the “Agreement”) with Zachary Shenkman, Wuseok Jung, Wesley Petry, Nicholas Scibilia, Gary Rettig, Brandon Fallin (collectively the “Sellers”), whereby the Company purchased a majority stake in Orbit Media LLC, a New York limited liability company whose product is an app-based stock trading platform designed to empower a new generation of investors, providing users with a like-minded community as well as access to tools, content, and other resources to learn, train, and excel in the financial markets. Pursuant to the Agreement, Creatd acquired fifty one percent (51%) of the issued and outstanding membership interests of Orbit Media LLC for consideration of forty-four thousand dollars ($44,000) in cash and 57,576 shares of the Company’s Common Stock.

The following sets forth the components of the purchase price:

Purchase price:
Cash paid to seller	$	44,000
Shares granted to seller		40,994
Total purchase price		84,994
Net Assets acquired		-
Non-controlling interest in consolidated subsidiary		81,661
Excess purchase price	$	166,655

The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.

Know-How and Intellectual Property	$	166,655
Excess purchase price	$	166,655

On September 13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company for $150,000. Brave is a plant-based food company that provides convenient and healthy breakfast food products.

The following sets forth the components of the purchase price:

Purchase price:
Cash paid to seller	$	150,000
Total purchase price		150,000
Assets acquired:
Cash		73,344
Inventory		86,154
Total assets acquired		159,498
Liabilities assumed:
Accounts payable and accrued expenses		1,316
Notes payable		75,000
Total liabilities assumed		76,316
Net assets acquired		83,182
Excess purchase price	$	66,818

The excess purchase price amounts are provisional and may be adjusted during the one-year measurement period as required by U.S. GAAP. The following table provides a summary of the preliminary allocation of the excess purchase price.

Goodwill	$	6,683
Trade Names & Trademarks		16,704
Know-How and Intellectual Property		16,704
Website		16,704
Customer Relationships		10,023
Excess purchase price	$	66,818

The goodwill represents the assembled workforce, acquired capabilities, and future economic benefits resulting from the acquisition.

The following presents the unaudited pro-forma combined results of operations of the Company with Plant Camp, WHE, Dune, Denver Bodega, Orbit, and Brave as if the entities were combined on January 1, 2021. 

	Three Months Ended
	September 30,
	2021
Revenues	$	3,429,748
Net loss attributable to common shareholders	$	(25,735,007	)
Net loss per share	$	(2.17	)
Weighted average number of shares outstanding		11,845,229

	Three Months Ended
	September 30,
	2022
Revenues	$	4,057,080
Net loss attributable to common shareholders	$	(9,425,313	)
Net loss per share	$	(0.45	)
Weighted average number of shares outstanding		21,087,764

	Nine  Months Ended
	2021
Revenues	$	5,069,181
Net loss attributable to common shareholders	$	(26,428,192	)
Net loss per share	$	(2.23	)
Weighted average number of shares outstanding		11,845,229

	Nine  Months Ended
	2022
Revenues	$	4,683,843
Net loss attributable to common shareholders	$	(24,217,030	)
Net loss per share	$	(1.23	)
Weighted average number of shares outstanding		19,726,987