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): ~~December~~February 2315, ~~2021~~2023

CREATIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	333-240161	84-2054332
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

c/o Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 31st Floor New York, NY		10036
c/o Sichenzia Ross Ference LLP 1185 Avenue of the Americas, 37th Floor New York, NY		10036
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 212-930-9700

Not Applicable

(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 (see General Instruction A.2. below):

☐	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		Ticker 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 ~~mart~~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 51.0201 ~~Election~~Entry ofinto ~~Directors;~~a ~~Compensatory~~Material ~~Arrangements~~Definitive ~~of Certains Inc Officers~~Agreement.

OnShare ~~December~~Exchange ~~17,~~Agreement 2021, the Board of Directors (the “Board”) of Creations, Inc., a Delaware corporation (the “Company”), appointed Shmuel Yelshevich to serve as Chief Executive Officer, President, Treasurer and Secretary of the Company, effective December 20, 2021.

MrOn February 9, 2023, Creations, Inc. (the “Company”) entered into a share exchange agreement (the “Share Exchange Agreement”) ~~Yelshevich~~by isand among Aharon Barkai & Co. Ltd. (the ~~Interim~~“Purchasers”) ~~Chief~~through ~~Financial~~its ~~Officer~~controllers ofYaniv ~~Creations~~Aharon and Dan Barkai, ~~Inc.~~and ~~since~~an agreement ~~June~~for ~~2021~~the purchase of Shares and Capital ~~CFO~~Notes (the “Purchase Agreement”), whereby the Company sold all of ~~Ocean~~the ~~Yetsira~~capital ~~since~~stock ~~July~~and ~~2020~~capital notes of Ocean Yezira Ltd. ~~Prior~~(“Ocean”) toin ~~that,~~exchange ~~Shmuel~~for ~~co-founded~~the ~~Yetsira~~payment ~~and~~of ~~served~~an asaggregate aof ~~Director~~ILS 2,061,930 (approximately $577,000 based on today’s exchange rate) and ~~Chief~~the ~~Financial~~return ~~Officer~~of 1,254,498 ~~Vice~~shares of ~~President~~common stock of ~~Sales~~the Company and ~~Investment~~1,254,498 ~~Manager at~~warrants ~~Yetsira~~to ~~since~~purchase ~~November~~common ~~2016~~stock owned by the Purchasers. ~~From~~The transactions ~~2013~~contemplated in the Purchase Agreement and the Share Exchange Agreement are collectively referred to ~~2016,~~as the “Transaction”). Mr. ~~Yelshevich~~Aharon ~~served~~is as a ~~manager~~director of ~~marketing~~the ~~department~~Company. The Capital Notes in the amount of ILS 2,165,800 ~~portfolio~~which ~~manager~~are ~~and analyst~~owed atto athe ~~large~~Company ~~Israeli~~by ~~portfolio~~Ocean ~~management~~will ~~firm.~~be Mrrepaid by the Purchasers at closing as well. The ~~Yelshevich~~closing ~~holds~~of athe ~~portfolio~~transaction ~~management~~is ~~license~~subject ~~from~~to the ~~ISA~~approval ~~and~~of athe ~~B.A.~~Court inof Family Affairs to allow the Executor of the Estate of Guy Nissenson ~~Finance~~to ~~and~~sign ~~Financial~~upon ~~Risk~~behalf ~~Management~~of ~~from~~the ~~The~~Estate ~~Interdisciplinary~~and ~~Center~~to ~~Herzliya.~~approval Mrof the Company’s stockholders. ~~Yelshevich~~If the Transaction is anot ~~licensed~~closed ~~portfolio~~within ~~manager~~60 bydays of getting the ~~ISA~~ Court’s approval the Transaction will be terminated.

OnThe ~~December~~foregoing ~~17,~~summaries ~~2021,~~of the ~~Board~~Share ~~appointed~~Exchange ~~Ilan~~Agreement ~~Arad~~and the Purchase Agreement are subject to, ~~serve~~and asqualified ~~Chairman~~in its entirety by, the terms of the ~~Board~~Full Agreements, ~~effective~~copies ~~December~~of ~~20,~~which ~~2021~~are attached hereto as Exhibit 10.1 and 10.2.

~~Mr.~~Item ~~Arad,~~5.02 ~~co-founded~~Departure ~~Yetsira~~of ~~and~~Directors ~~has~~or ~~served~~Certain asOfficers; ~~Chief~~Election ~~Executive~~of ~~Officer~~Directors; ~~and~~Appointment ~~Investment Manager~~ of ~~Yetsira~~Certain ~~since~~Officers; ~~November~~Compensatory ~~2016.~~Arrangements ~~From 2010 to 2013, Mr. Arad served at dash- Securities, a large brokerage firm in Israel, as a trading floor manager and portfolio manager~~ of ~~institutional~~ ~~funds.~~Certain ~~Mr.~~Officers ~~Arad holds a portfolio management license from the ISA and a BA in Finance from Max Stern Yezreel Valley College. Mr. Arad is a licensed portfolio manager by the ISA.~~

OnPursuant ~~December~~to ~~17, 2021,~~ the ~~Board~~terms ~~appointed each~~ of ~~Shmuel Yelshevich~~the ~~and~~Share ~~Ilan~~Exchange ~~Arad~~Agreement toand ~~serve on~~ the ~~boards~~Purchase ~~of Ocean Yetsira~~Agreement, ~~Ltd.,~~on ~~Ocean~~February ~~Partners~~9, ~~Y.O.D.M. and Yetsira Investment House~~2023, ~~LTD~~Yaniv ~~(the “Subsidiaries”),~~Aharon ~~each~~has ofagreed ~~which~~to isresign as a director ~~wholly-owned subsidiary~~ of the Company, ~~with~~upon ~~such~~the ~~appointments~~closing ~~effective~~of ~~December~~the ~~20, 2021~~Transaction.

~~There~~Item ~~is no arrangement or understanding between Mr~~9.01 ~~Arad, Mr.~~Financial ~~Yelshevich,~~Statements and any other persons, pursuant to which they were selected to their respective positions. Mr. Arad and Mr. Yelshevich have not engaged in any transaction, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person had or will have a direct or indirect material interest. There are no family relationships between Mr. Arad, Mr. Yelshevich and any Director or executive officer of the Company.Exhibits

(d) Exhibits.

Exhibit Number		Exhibit
10.1		Share Exchange Agreement dated as of September 7, 2020 by and among Creations, Inc., Yetsira Holdings Ltd., Ocean Partners Y.O.D Ltd., and Ocean Shareholders
10.2		Agreement for the Purchase of Shares and Capital Notes dated as of February 9, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	CREATIONS, INC.
Dated: December 23, 2021	By:	/s/ Shmuel Yelshevich
Dated: February 15, 2023	By:	/s/ Shmuel Yelsovich
	Name:	Shmuel ~~Yelshevich~~Yelsovich
	Title:	Interim Chief Executive Officer and Interim Chief
		Financial Officer

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