Creatd proposes C2 deal for about 12.9M share equivalent

Creatd, Inc. (CRTD) entered into a binding letter of intent with C2 Capital Group, Inc., in which Creatd currently holds a minority equity interest, to acquire C2’s remaining outstanding equity.

Rhea-AI Filing Summary

Creatd, Inc. (CRTD) entered into a binding letter of intent with C2 Capital Group, Inc., in which Creatd currently holds a minority equity interest, to acquire C2’s remaining outstanding equity. The consideration would consist of Creatd common stock and a new series of non voting convertible preferred stock, equal in the aggregate to approximately 12,900,000 shares of common stock on an as-converted basis.

Closing is subject to execution of a definitive agreement and other customary conditions. Each party may be required to pay the other a break up fee in specified circumstances.

8-K Event Classification

2 items: 1.01, 9.01

2 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Aggregate as-converted consideration: Approximately 12,900,000 shares of common stock

1 metrics

Aggregate as-converted consideration Approximately 12,900,000 shares of common stock Aggregate equivalent for the common stock and new series of non voting convertible preferred stock under the LOI.

Key Terms

binding letter of intent, as-converted basis, non voting convertible preferred stock, break up fee

4 terms

binding letter of intent financial

"entered into a binding letter of intent"

A binding letter of intent is a short written agreement in which parties formally commit to the main terms of a proposed transaction — such as price, timeline and key conditions — before the full contract is completed. It matters to investors because it raises the chance the deal will actually happen and can change a company’s value and risk profile, much like a signed down-payment that holds buyers and sellers to core promises while final paperwork is finished.

as-converted basis financial

"12,900,000 shares of common stock on an as-converted basis"

As-converted basis means counting securities that can become common stock—like convertible bonds or preferred shares—as if they already were common shares when calculating totals such as shares outstanding, ownership percentages, or per-share metrics. Investors use it to see the potential dilution and the “what-if” size of the shareholder base; it’s like imagining all restaurant coupons have been redeemed so you know how crowded the table could become and how slices of the pie would shrink.

non voting convertible preferred stock financial

"a new series of non voting convertible preferred stock"

break up fee financial

"pay the other a break up fee in specified circumstances"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What is Creatd (CRTD) proposing to acquire from C2 Capital Group?

Creatd’s binding letter of intent contemplates acquiring C2 Capital Group’s remaining outstanding equity in exchange for Creatd common stock and a new series of non voting convertible preferred stock, equal in the aggregate to approximately 12,900,000 shares of common stock on an as-converted basis.

What conditions apply to Creatd’s proposed C2 acquisition?

Closing is subject to execution of a definitive agreement and other customary conditions. Each party may be required to pay the other a break up fee in specified circumstances.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/01/2026 - 06:03 AM Accepted by SEC EDGAR 09/30/2026 - 06:10 PM Learn about SEC filing dates

0001357671false00013576712026-09-292026-09-29

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

September 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 1.01 - Entry into a Material Definitive Agreement

On September 30, 2026, Creatd, Inc. (the " Company ") entered into a binding letter of intent (the "LOI") with C2 Capital Group, Inc. ("C2"), in which the Company currently holds a minority equity interest. Under the LOI, the Company would acquire the remaining outstanding equity of C2 in exchange for shares of the Company's common stock and a new series of non voting convertible preferred stock, equal in the aggregate to approximately 12,900,000 shares of common stock on an as-converted basis. Closing is subject to execution of a definitive agreement and other customary conditions. Each party may be required to pay the other a break up fee in specified circumstances.

The foregoing description of the LOI is qualified in its entirety by reference to the full text of the LOI, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Item 9.01 - Financial Statements and Exhibits

(d) The following exhibits are being filed herewith:

Exhibit No.						Description
10.1						CRTD Binding C2 LOI- Executed
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

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

• EX-10.1 EX-10.1 46.2 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 18.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 10.7 KB