Form 424B5 Creatd, Inc.



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Filed
Pursuant to Rule 424(b)(5)
Registration No. 333-250982

 

PROSPECTUS
SUPPLEMENT

(To
the Prospectus dated April 23, 2021)

 

The information contained
in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. A registration statement
relating to the securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement
and accompanying prospectus are not an offer to sell these securities and are not soliciting an offer to buy these securities in any
jurisdiction where the offer or sale is not permitted.

 

Subject
to Completion, dated June 17, 2021.

 

Shares of Common Stock

 

 

CREATD,
INC.

 

We are offering               shares of common stock at a
price per share of $              pursuant to this prospectus supplement and the accompanying prospectus.

 

Our common stock is listed on The Nasdaq Capital
Market under the symbol “CRTD.” On June 16, 2021, the last reported sale price of our common stock on The Nasdaq Capital Market
was $4.13 per share.

 

Pursuant to General Instruction I.B.6 of Form
S-3, in no event will we sell securities in a public primary offering with a value of more than one-third of the aggregate market value
of our common stock held by non-affiliates in any twelve-month period, so long as the aggregate market value of our common stock held
by non-affiliates remains below $75,000,000. The aggregate market value of our outstanding common stock held by non-affiliates pursuant
to General Instruction I.B.6 of Form S-3 was approximately $29,414,299, which was calculated based on 11,024,002 shares of common stock
outstanding, as of June 16, 2021, of which 6,970,213 shares were held by non-affiliates, and a price per share of $4.22, which was the
closing sale price of our common stock on The Nasdaq Capital Market on June 9, 2021.

 

Investing
in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-9 of this prospectus for a discussion
of information that should be considered in connection with an investment in our securities.

 

Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined
if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

    Per Share     Total  
Public offering price   $           $        
Underwriting discounts and commissions(1)   $       $    
Proceeds to Creatd, Inc. before expenses   $       $    

 

(1) The Company has also
agreed to issue to the underwriters warrants to purchase up to
              shares of the Company’s common stock. See
“Underwriting” beginning on page S-13 of this prospectus for a description of the Company’s arrangements with the
underwriters.

 

The Company has granted a 30-day option to the
underwriters to purchase up to an additional               shares of common stock                     to cover over-allotments, if any. If the underwriters
exercise the option in full, the total underwriting discounts and commissions payable by us will be $ , and the total proceeds to us,
before expenses, will be $ .

 

The
underwriters expect to deliver the shares to purchasers in the offering on or about June 21, 2021.

 

Sole
Book Running Manager

 

THE
BENCHMARK COMPANY

 

The date of this prospectus supplement is June            
, 2021

 


 

TABLE
OF CONTENTS

 

 

 


 

ABOUT THIS
PROSPECTUS
 SUPPLEMENT

  

This
prospectus supplement and the accompanying prospectus are part of a registration statement that we filed with the U.S. Securities and
Exchange Commission, or SEC, utilizing a “shelf” registration process. This document is in two parts. The first part is this
prospectus supplement, which describes the specific terms of this offering and also adds to and updates information contained in the
accompanying prospectus and the documents incorporated by reference herein. The second part, the accompanying prospectus, provides more
general information. Generally, when we refer to this prospectus, we are referring to both parts of this document combined. To the extent
there is a conflict between the information contained in this prospectus supplement and the information contained in the accompanying
prospectus or any document incorporated by reference therein filed prior to the date of this prospectus supplement, you should rely on
the information in this prospectus supplement; provided that if any statement in one of these documents is inconsistent with a statement
in another document having a later date-for example, a document incorporated by reference in the accompanying prospectus-the statement
in the document having the later date modifies or supersedes the earlier statement.

 

We
further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document
that is incorporated by reference herein were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or
covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

 

You
should rely only on the information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference
herein. We have not authorized, and the underwriter has not authorized, anyone to provide you with information that is different. The
information contained in this prospectus supplement or the accompanying prospectus, or incorporated by reference herein or therein is
accurate only as of the respective dates thereof, regardless of the time of delivery of this prospectus supplement and the accompanying
prospectus or of any sale of our Common Stock. It is important for you to read and consider all information contained in this prospectus
supplement and the accompanying prospectus, including the documents incorporated by reference herein and therein, in making your investment
decision. You should also read and consider the information in the documents to which we have referred you in the sections entitled “Where
You Can Find More Information” and “Incorporation of Certain Information by Reference” in this prospectus supplement
and in the accompanying prospectus, respectively.

 

We
are offering to sell, and seeking offers to buy, the securities offered by this prospectus supplement only in jurisdictions where offers
and sales are permitted. The distribution of this prospectus supplement and the accompanying prospectus and the offering of the securities
offered by this prospectus supplement in certain jurisdictions may be restricted by law. Persons outside the United States who come into
possession of this prospectus supplement and the accompanying prospectus must inform themselves about, and observe any restrictions relating
to, the offering of the Common Stock and the distribution of this prospectus supplement and the accompanying prospectus outside the United
States. This prospectus supplement and the accompanying prospectus do not constitute, and may not be used in connection with, an offer
to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement and the accompanying prospectus by
any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation. 

 


 

CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

 

This
prospectus supplement and any accompanying prospectus, including the documents that we incorporate by reference, contain forward-looking
statements within the…



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Form 424B5 Creatd, Inc.

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