Creatd, Inc. Announces Share Exchange with C2 Live (10% stake)

What Happened

• Creatd, Inc. (CRTD) filed an 8-K disclosing a Share Exchange Agreement dated September 23, 2026 with C2 Capital Group, Inc. d/b/a C2 Live (C2). Under the agreement C2 issued 968,361 newly issued shares of its common stock (representing 10% of C2’s outstanding common stock) to Creatd. In exchange, Creatd issued 300,000 shares of its common stock and 25,064 shares of its Series B Convertible Preferred Stock (convertible into 668,361 shares of Creatd common stock).
• The exchange was done on a one-for-one common-equivalent basis and valued at $3.75 per share, based on Creatd’s closing price on the OTCQB on September 22, 2026. Creatd filed a press release about the transaction on September 29, 2026.

Key Details

• C2 issued 968,361 shares to Creatd (10% of C2); Creatd issued 300,000 commons + 25,064 Series B preferred (convertible into 668,361 commons) to C2.
• Exchange valuation: $3.75 per share (OTCQB close on Sept 22, 2026).
• Series B terms: non-voting; stated value $100 per share; fixed conversion price $3.75 per share; conversion limited by a 4.99% beneficial ownership cap; not convertible until after the six-month anniversary of issuance.
• The company filed the Share Exchange Agreement and a Certificate of Designation for the Series B as exhibits and furnished a press release announcing the deal.

Why It Matters

• The transaction gives Creatd a 10% ownership position in C2 while issuing potentially dilutive securities to C2 that could convert into 668,361 shares of Creatd common stock over time. Investors should note the conversion mechanics (price, timing, and the 4.99% cap) and the immediate change in ownership stakes.
• The Series B’s six-month conversion lock and the beneficial ownership conversion limit restrict immediate conversion/dilution, but the convertible preferred represents potential future dilution if converted. The filings also indicate the securities were issued in an unregistered transaction and include formal documentation (Certificate of Designation and Exchange Agreement) as exhibits.