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): ~~April~~June 1025, 2024

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.)

~~169~~1111B S ~~Madison~~Governors ~~Avenue~~Ave, ~~Suite~~STE ~~2774~~20721

~~New York~~Dover, DE ~~NY 10016~~ 19904

(Address of principal executive offices)

(~~201~~646) ~~324~~ 859-~~4397~~5747

(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 7 4.01. ~~Regulation~~Change FDin ~~Disclosure~~the Registrant’s Certifying Accountant.

~~On April 10, 2024, Creatd,~~Dismissal ~~Inc., a Nevada corporation (the “Company”), issued a press release in which it announced Revenue Guidance and Updates on Upcoming Milestones (the “Press Release”). A copy~~ of ~~the~~Independent ~~Press~~Registered ~~Release~~Accounting ~~is furnished hereto as Exhibit 99.1, incorporated herein by reference.~~Firm

~~The information in Item 7.01~~On ~~and~~June ~~Item~~25, ~~8.01 to this Current Report on Form 8-K~~2024, ~~including~~upon ~~Exhibit~~the ~~99.1~~recommendation ~~is being furnished and shall not be deemed “filed” for purposes~~ of ~~Section~~the 18Audit ofCommittee, the ~~Securities~~Board ~~Exchange~~of ~~Act~~Directors of ~~1934~~Creatd, asInc. ~~amended, or otherwise subject to~~ (the ~~liabilities~~“Board”) ~~of that section,~~unanimously ~~nor~~voted ~~shall~~to itterminate ~~be deemed incorporated by reference in any filing under~~ the ~~Securities~~relationship ~~Act~~between ofCreatd ~~1933, as amended, except as expressly set forth by specific reference in such filing~~Inc. A(the ~~copy~~“Company”) ofand the ~~Press~~Company’s ~~Release~~independent isregistered ~~furnished~~public accounting ~~hereto~~firm, asTurner, ~~Exhibit~~Stone ~~99.1~~& Company, ~~incorporated~~LLP ~~herein~~(“Turner ~~by reference~~Stone”).

The Company ~~Press~~has ~~Releasecan~~provided ~~also~~Turner Stone with a copy of the foregoing disclosures in this Item 4.01 in response to Item 304(a) of Regulation beS-K ~~found~~under ~~online~~the ~~at:~~Exchange Act, and has requested that Turner Stone furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Company in this Item 4.01 in response to Item 304(a) of Regulation S-K under the Exchange Act and, if not, stating the respects in which it does not agree. A letter from Turner Stone is attached hereto as Exhibit 16.1.

~~https://www~~Item 9.~~creatd~~01.~~com/news/creatd-inc-announces-revenue-guidance-~~ Financial Statements and~~-updates-upcoming-milestones~~ Exhibits.

~~The information in Item 7.01~~(d) ~~and Item 8~~Exhibits.01 to this Current Report on Form 8-K, 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, 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, except as expressly set forth by specific reference in such filing.

Item 8.01 Other Events

Exhibit Number		Description
16.1		Letter from Turner Stone

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

~~The information set forth in Item 7.01 of this Current Report on Form 8-K is incorporated by reference into this Item 8.01.~~1

~~Forward-Looking Statements~~SIGNATURES

~~This Current Report on Form~~Pursuant 8-K includes information that may constitute forward-looking statements. These forward-looking statements are based on the Company’s current beliefs, assumptions and expectations regarding future events, which in turn are based on information currently available to the ~~Company.~~ Byrequirements ~~their~~of nature, forward-looking statements address matters that are subject to risks and uncertainties. Forward looking statements include, without limitation, statements relating to projected industry growth rates, the ~~Company’s~~Securities ~~current~~Exchange ~~growth~~Act ~~rates and the Company’s present and future cash flow position. A variety~~ of ~~factors could cause actual events and results~~1934, ~~as well as~~ the ~~Company’s expectations,~~Registrant tohas ~~differ~~duly ~~materially~~caused ~~from~~this ~~those~~report expressed in or contemplated by the forward-looking statements. Risk factors affecting the Company are discussed in detail in the Company’s filings with the Securities and Exchange Commission. The Company undertakes no obligation to ~~publicly~~be ~~update~~signed oron ~~revise~~its ~~any~~behalf ~~forward-looking statement, whether as a result of new information, future events or otherwise,~~by ~~except to~~ the ~~extent~~undersigned ~~required~~hereunto byduly ~~applicable securities laws~~authorized.

Item 9.01. Financial Statements and Exhibits.

	CREATD, INC.

Date: June 27, 2024	By:	/s/ Jeremy Frommer
	Name:	Jeremy Frommer
	Title:	Chief Executive Officer

~~(d) Exhibits.~~2

Exhibit Number		Description
99.1		Press Release issued April 10, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: April 11, 2024	By:	/s/ Jeremy Frommer
	Name:	Jeremy Frommer
	Title:	Chief Executive Officer

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