0001357671false00013576712026-08-142026-08-14
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
October 30, 2026
Date of Report (date of earliest event reported)
___________________________________
Creatd, Inc.
(Exact name of registrant as specified in its charter)
___________________________________
| | | | | | | | |
Nevada (State or other jurisdiction of incorporation or organization) | 001-39500 (Commission File Number) | 87-0645394 (I.R.S. Employer Identification Number) |
1111B S Governors Ave # 20721 Dover, DE 19904 |
(Address of principal executive offices and zip code) |
(646) 859-5747 |
(Registrant's telephone number, including area code) |
___________________________________
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 | Name of each exchange on which registered |
NA | NA | NA |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
[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 1.02 - Termination of a Material Definitive Agreement
As previously disclosed in the Current Report on Form 8-K filed by Creatd, Inc. (the “Company”) with the Securities and Exchange Commission on October 1, 2026, on September 30, 2026, the Company entered into a binding letter of intent (the “LOI”) with C2 Capital Group, Inc. (“C2 Live”), pursuant to which the Company would acquire all of the issued and outstanding equity securities of C2 Live not already owned by the Company in exchange for shares of the Company’s common stock and a new series of non-voting convertible preferred stock. The LOI provided for the parties to execute a definitive agreement and close the transaction on or before October 31, 2026.
On October 27, 2026, the Company and C2 Live mutually agreed to terminate the LOI. The transaction will not be consummated. The Company did not incur any early termination penalties in connection with the termination of the LOI.
The Company holds 968,361 shares of C2 Live common stock, which it acquired pursuant to a share exchange agreement dated September 23, 2026.
Item 7.01 - Regulation FD Disclosure
On October 30, 2026, the Company issued a press release announcing the termination of the LOI. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Item 9.01 - Financial Statements and Exhibits
(d) The following exhibits are being filed herewith:
| | | | | | | | |
Exhibit No. | | Description |
99.1 | | Press release, dated October 30, 2026, by Creatd, Inc. |
104 | | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized on this 14th day of August, 2026.
| | | | | |
Creatd, Inc. |
| |
By: | /s/ Jeremy Frommer |
Name: | Jeremy Frommer |
Title: | CEO |
Creatd Announces Expiration of C2 Live Letter of Intent Without Consummation
Company and C2 Live Intend to Continue Dialogue; Creatd to Focus on National Exchange Uplisting and Balance Sheet Strength
NEW YORK, Oct. 30, 2026 (GLOBE NEWSWIRE) -- Creatd, Inc. (OTCQB: CRTD) today announced that its letter of intent to acquire the remaining equity of C2 Capital Group, Inc., operator of C2 Live, expired without consummation of the transaction.
The proposed transaction followed Creatd's previously announced 10% investment in C2 Live. Creatd continues to hold its investment in C2 Live, and the parties expect to continue their dialogue; however, there can be no assurance that any transaction between the parties will be agreed or completed. The expiration of the letter of intent does not change Creatd's broader strategic priorities.
Creatd intends to continue to focus on pursuing an uplisting to a national securities exchange, strengthening its balance sheet and stockholders' equity, evaluating potential acquisitions of complementary, cash-flow-positive businesses, and exploring strategic alternatives for certain existing assets. There can be no assurance that the Company will satisfy applicable listing standards or that any acquisition, sale or other transaction will be pursued or completed.
About Creatd, Inc.
Creatd, Inc. (OTCQB: CRTD) is a company focused on technology-enabled businesses, digital media properties, and intellectual property assets. Through its operating subsidiaries and strategic investments, the Company develops and supports opportunities for creators, entrepreneurs, and emerging growth initiatives.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding continued discussions with C2 Live, a potential uplisting to a national securities exchange, potential acquisitions or dispositions of assets, including Vocal, and the Company's business strategy. Forward-looking statements are based on current expectations, estimates, and assumptions and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied by such statements, including the Company's ability to meet initial listing requirements, obtain financing, identify and complete transactions on acceptable terms, and the other risks described under “Risk Factors” in the Company's Registration Statement on Form S-1, as amended, and the related prospectus filed with the Securities and Exchange Commission, and in the Company's subsequent filings with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date they are made. Creatd undertakes no obligation to update or revise any forward-looking statements except as required by applicable law.
Contact:
ir@creatd.com
