Creatd, Inc. - FORM 8-K/A - June 21, 2021

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EX-5.1 - OPINION OF LUCOSKY BROOKMAN LLP - Creatd, Inc.ea143062ex5-1_creatd.htm

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): June 17, 2021

 

Creatd, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada   001-39500   87-0645394
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)

 

2050 Center Avenue, Suite 640

Fort Lee, NJ 07024

 (Address of principal executive offices)

 

(201) 258-3770

(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(s)   Name of each exchange on which registered
Common Stock, par value $0.001   CRTD   The NASDAQ Stock Market LLC
Common Stock Purchase Warrants   CRTDW   The NASDAQ Stock Market LLC

   

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      ☐

 

Explanatory Note

 

The purpose of this Amendment No. 1 (“Amendment No. 1”) to the Current Report on Form 8-K of Creatd, Inc., filed with the Securities and Exchange Commission on June 17, 2021 (the “Original Form 8-K”), is to file Exhibit 5.1, Opinion of Lucosky Brookman LLP, attached to this Amendment No. 1. Other than as described herein, this Amendment No. 1 does not amend any other information previously filed in the Original Form 8-K and does not otherwise reflect events occurring after the original filing of the Original Form 8-K.

 

 

 

 

 

  Item 9.01 Financial Statements and Exhibits.

 

(d)       Exhibits.

 

Exhibit No.   Description
1.1   Underwriting Agreement, dated as of June 17, 2021, by and among Creatd, Inc., and The Benchmark Company, LLC as the representative of the several underwriters to be named therein relating to the issuance and sale by the Company of Shares (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K (File No. 333-250982) filed with the Securities and Exchange Commission on June 17, 2021).
5.1   Opinion of Lucosky Brookman LLP
23.1   Consent of Lucosky Brookman LLP (contained in Exhibit 5.1 hereto).

  

 

 

 

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: June 21, 2021  By:  /s/ Jeremy Frommer
  Name:  Jeremy Frommer  
  Title:  Chief Executive Officer

 

 

 

 

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