OTC: CRTD

Vocal

Our flagship technology, Vocal, provides the Company
with a core platform that is highly scalable on its own but also provides the foundation upon which other revenue sources rely. The first
direct core business of Vocal has proven to be a scalable revenue source—Creator Subscriptions. The core will be augmented in the
near term with the introduction of the ability for writers and creators to monetize their followings further by directly charging for
premium content such as newsletters. Vocal will charge a recurring commission on these new premium content subscriptions. As discussed
above, the core Vocal platform underlies numerous derivative revenue sources for the Company.

Since its launch in 2016, Vocal has quickly become the go-to platform
for content creators of all kinds, with over 1.5 million registered creators and counting. Whether you’re a blogger, social media influencer,
podcaster, founder, musician, photographer, or anything in between, Vocal has everything you need to unleash your creativity and monetize
your content.

Creators can opt to use Vocal for free, or upgrade to the premium membership
tier, Vocal+. Upon joining Vocal, either as a freemium or premium member, creators can immediately begin to utilize Vocal’s storytelling
tools to create and publish their stories, as well as benefit from Vocal’s monetization features.

At Creatd, we believe in rewarding creators for their hard work and
dedication. That’s why we offer a range of monetization features on Vocal, whereby creators earn in numerous ways including i) the number
of ‘reads’ their story receives; ii) via Vocal Challenges, or writing contests with cash prizes; iii) receiving Bonuses; iv)
by participating in Vocal for Brands marketing campaigns; v) through ‘Subscribe,’ which enables creators to receive payment
directly from their audience via monthly subscriptions and one-off microtransactions; vi) via Vocal’s Ambassador Program, which
enables creators to be compensated for referring new premium members. But what sets Vocal apart from other platforms is our commitment
to innovation and scalability. Built on Keystone, the same open-source framework used by industry leaders in the SaaS space, Vocal’s technology
is designed for speed, sustainability, and scalability. And with our capital-light infrastructure and focus on research and development,
we are able to continuously improve and enhance the platform, without incurring the operational costs that have weighed down legacy media
platforms.

Creatd firmly believes that the future belongs to creators. And with
Vocal, we’re proud to be leading the charge in providing them with the tools, resources, and opportunities they need to succeed.

1

Branded Content

In developing our creator ecosystem,
we came to understand that like individual creators, all brands have a unique story to tell. That’s why we’ve developed Vocal for Brands,
our in-house content studio that specializes in creating best-in-class organic marketing campaigns. Our approach combines the production
of branded content influencer and performance marketing initiatives that work together to increase sales, revenue, visibility, and brand
affinity for our clients.

We work with leading brands to
pair them with our network of creators, tapping into their communities to help share their stories in a way that is engaging, direct-response
driven, and non-interruptive. Similarly, through Sponsored Challenges, we prompt the creation of thousands of high-quality stories that
are centered around the brand’s mission, further disseminated through creators’ respective social channels and promotional outlets.

Our campaigns are amplified with
the help of Vocal’s first-party data insights, allowing us to create highly targeted, segmented audiences for brands with optimal
results.

Consumer Products Group

At Creatd, we
are proud of our internally owned and operated e-commerce businesses and associated technology and infrastructure. Our Consumer Products
Group has grown to become a significant revenue contributor and we continue to invest in our portfolio to support direct-to-consumer brands
with a wide range of services including design and development, marketing and distribution, and go-to-market strategies. We additionally
remain on the lookout for up-and-coming brands that can potentially be acquired and easily consolidated into our shared supply chain,
resources, and infrastructure to further broaden our portfolio.

The Company’s Consumer
Products portfolio currently includes:

Camp,
a direct-to-consumer (DTC) food brand which creates healthy upgrades to classic comfort food favorites. Each of Camp’s products
is created with servings of vegetables and contains Vitamins A, C, D, E, B1, and B6. Since its launch in 2020, Camp continues to add new
products to its line of healthy, veggie-based, family-friendly foods, with flavors including Classic Cheddar Mac ‘N’ Cheese,
White Cheddar Mac ‘N’ Cheese, Vegan Cheezy Mac, and Twist Veggie Pasta.

Dune Glow Remedy (“Dune”),
which the Company purchased and brought to market in 2021, is a beverage brand focused on promoting wellness and beauty from within. Each
beverage in Dune’s product line is meticulously crafted with functional ingredients that nourish skin from the inside out and enhance
one’s natural glow. During 2022, Dune has continued to advance its retail and wholesale distribution strategy, securing numerous
partnerships including with lifestyle retailer Urban Outfitters, Equinox, and the Los Angeles-based Erewhon Market.

Basis is a hydrating electrolyte
drink mix that was acquired in the first quarter of 2022. This brand has a history of strong sales volume both on the brand’s website
as well as through third-party distribution channels such as Amazon.

Brave is a plant-based
food company that provides convenient and healthy breakfast food products. Our Company acquired 100% of the membership interests of Brave
Foods, LLC in September 2022. What started as a search for a better morning routine evolved into a business serving thousands of go-getters
of every type. We are thrilled to have these amazing brands as part of our portfolio and we are excited to continue expanding our Consumer
Products portfolio.

IP Development and Production

At Creatd, we’re always looking for ways to
bring our creators’ stories to new audiences across different media. Our IP Development and Production efforts involve partnering
with our top creators to develop their content for television, film, podcasts, and print. With our cutting-edge Vocal platform, we have
access to a wealth of intellectual property that’s constantly being curated by a blend of human moderation and advanced machine
learning models. Our Vocal technology allows us to analyze community, creator, and audience insights to surface the best candidates for
transmedia adaptations. We’re committed to leveraging our vast library of compelling stories to create engaging and impactful content
across multiple platforms. As of early 2023, Creatd announced a series of newly released and production projects. They include podcasts,
books, and Web 3.0 opportunities.

2

Application of First-Party Data

First-party data is information that a creator
platform collects directly from its users, such as their demographics, interests, and behaviors. By utilizing this data, Vocal’s
creator platform can gain insights into its users’ preferences and tailor marketing campaigns accordingly.

For example, a large segment of Vocal users is interested
in health and fitness, as evidenced through the Longevity community. This information can additionally be used not only to create more
personalized experiences for Vocal audiences, but additionally to help fitness-oriented brands create targeted campaigns for workout equipment,
supplements, or fitness apparel. With our ability to understand users’ niche interests and behaviors, the platform can create campaigns
that resonate with its audience and drive better engagement and conversions.

The use of first-party data also helps the creator platform maintain
a closer relationship with its users, as it enables a more personalized experience of content consumption and engagement for Vocal users.
This can lead to higher retention rates, increased user loyalty, and improved user satisfaction. Finally, our business intelligence team
pairs first-party Vocal data with third-party data from distribution platforms such as Instagram, TikTok, Twitter, and Snapchat providing
a more granular profile of creators, brands, and audiences. By generating this valuable first-party data, the Company can continually
enrich and refine its targeting capabilities for branded content marketing and creator acquisition, specifically, to reduce creator acquisition
costs (CAC) and subscriber acquisition costs (SAC).

Competitive Advantage

The idea for Vocal came as a response to what Creatd’s founders
recognized as systemic flaws inherent to the digital media industry and its operational infrastructures, and the competitive advantage
that a closed and safe platform ecosystem would provide. First-party data is widely understood as a tool for companies to collect and
analyze data about their users directly from the source, providing valuable insights into their behaviors, preferences, and interests.
Importantly, by leveraging this data within a closed and safe platform ecosystem, companies can create more personalized experiences for
their users, deliver more relevant content and advertising, and increase user engagement and retention.

A secondary, and crucial, advantage of a closed ecosystem is that it
allows companies to control the user experience and ensure a high level of safety and security. By controlling the data that is shared
and the interactions that take place within the ecosystem, companies can minimize the risk of fraud, abuse, and other harmful behaviors
that can undermine user trust and loyalty. This can be particularly important in industries where user safety and privacy are paramount,
such as social networking, e-commerce, and financial services.

Finally, the existence
of Vocal and its ecosystem enables the Company to optimize our operations and increase efficiencies, effectively creating a more defensible
business model by reducing the risk of competition and disintermediation. By controlling the data and interactions within the ecosystem,
we create barriers to entry for competitors and reduce the risk of users migrating to other platforms. This can be particularly important
in an industry such as Creatd’s, in which network effects and economies of scale are critical to success, such as social networking,
e-commerce, and digital advertising.

Leveraging these advantages
has enabled the Company to differentiate itself in the market, attract and retain users, and drive sustainable growth and profitability.

Acquisition Strategy

Creatd’s strategic business line
expansion has led to the acquisition of several complementary businesses. These acquisitions have allowed Creatd to expand its reach and
diversify its revenue streams, enabling the company to leverage its internal resources and expertise to drive continued growth. In addition,
the acquisitions have provided opportunities for cost synergies and operational efficiencies, further enhancing the company’s profitability
and positioning it for long-term success.

3

Revenue Model

Creatd’s revenues are primarily generated through:

Platform: Creatd’s flagship technology product, Vocal,
generates revenues through subscription fees from premium Vocal creators, a membership program known as Vocal+. The Vocal+ subscription
offering provides creators with increased monetization and access to premium tools and features. At approximately $10 per month, Vocal+
offers creators a strong value proposition for freemium users to upgrade, while providing a scalable source of monthly recurring gross
revenue for Creatd. Additional platform-based revenues are generated from Tipping and other transactions that occur on the platform. For
each such transaction, which are designed to enable Vocal audiences to engage and support their favorite creators, Vocal takes platform
processing fees ranging from approximately 3% to 7%.

E-commerce: The majority of the Company’s e-commerce revenues
comes from sales associated with Creatd’s portfolio of internally owned and operated e-commerce businesses, Camp, Dune, Basis, and
Brave. Additionally, the Company’s e-commerce strategy involves revitalizing archival imagery and media content in dormant legacy
portfolios. Creatd maintains an exclusive license to leverage the stories housed on Vocal, reimagining them for films, episodic shows,
games, graphic novels, collectibles, books, and more.

Agency: The Company derives revenues from marketing partnerships
through its internal branded content studio, Vocal for Brands, which specializes in pairing leading brands with select Vocal creators
to produce content marketing campaigns, including sponsored Challenges, that leverage the power of Vocal. Branded stories and Challenges
are distributed to a targeted audience based on Vocal’s first-party data, and are optimized for conversions to maximize revenue
growth.

Corporate History and Information

We were originally incorporated under the laws
of the State of Nevada on December 30, 1999 under the name LILM, Inc. The Company changed its name on December 3, 2013 to Great Plains
Holdings, Inc.

On February 5, 2016 (the “Merger Closing
Date”), we entered into an Agreement and Plan of Merger (the “Merger Agreement”) with GPH Merger Sub, Inc., a Nevada
corporation and our wholly-owned subsidiary (“Merger Sub”), and Jerrick Ventures, Inc., a privately-held Nevada corporation
headquartered in New Jersey (“Jerrick”), pursuant to which the Merger Sub was merged with and into Jerrick, with Jerrick surviving
as our wholly-owned subsidiary (the “Merger”). Pursuant to the terms of the Merger Agreement, we acquired, through a reverse
triangular merger, all of the outstanding capital stock of Jerrick in exchange for issuing Jerrick’s shareholders (the “Jerrick
Shareholders”), pro-rata, a total of 475,000 shares of our common stock, par value $0.001 per share (“Common Stock”).
Additionally, we assumed 33,415 shares of Jerrick’s Series A Convertible Preferred Stock (the “Jerrick Series A Preferred”)
and 8,064 shares of Series B Convertible Preferred Stock (the “Jerrick Series B Preferred”).

Upon closing of the Merger on February 5, 2016,
the Company changed its business plan to our current plan.

In connection with the Merger, on the Merger Closing
Date, we entered into a Spin-Off Agreement with Kent Campbell (the “Spin-Off Agreement”), pursuant to which Mr. Campbell purchased
(i) all of our interest in Ashland Holdings, LLC, a Florida limited liability company, and (ii) all of our interest in Lil Marc, Inc.,
a Utah corporation, in exchange for the cancellation of 13,030 shares of our common stock held by Mr. Campbell. In addition, Mr. Campbell
assumed all of our debts, obligations and liabilities, including any existing prior to the Merger, pursuant to the terms and conditions
of the Spin-Off Agreement.

Effective February 28, 2016, we entered into an
Agreement and Plan of Merger (the “Statutory Merger Agreement”), pursuant to which we became the parent company of Jerrick
Ventures, LLC, our wholly-owned operating subsidiary (the “Statutory Merger”).

4

On February 28, 2016, we changed our name to Jerrick
Media Holdings, Inc. to better reflect our new business strategy.

On July 25, 2019, we filed a certificate of amendment
to our articles of incorporation, as amended (the “Amendment”), with the Secretary of State of the State of Nevada to effectuate
a one-for-twenty (1:20) reverse stock split (the “Reverse Stock Split”) of our common stock without any change to its par
value. The Amendment became effective on July 30, 2019. The number of shares of authorized common stock was proportionately reduced as
a result of the Reverse Stock Split. The number of shares of authorized preferred stock was not affected by the Reverse Stock Split. No
fractional shares were issued in connection with the Reverse Stock Split as all fractional shares were “rounded up” to the
next whole share.

On September 11, 2019, the Company acquired 100%
of the membership interests of Seller’s Choice, LLC, a New Jersey limited liability company (“Seller’s Choice”).
Seller’s Choice is digital e-commerce agency based in New Jersey. On March 3, 2022, the Company settled the Seller’s Choice
Note for a cash payment of $799,000.

On July 13, 2020, upon approval from our board
of directors and stockholders, we filed Second Amended and Restated Articles of Incorporation with the Secretary of State of the State
of Nevada for the purpose of increasing our authorized shares of Common Stock to 100,000,000.

On August 13, 2020, we filed a certificate of
amendment to our second amended and restated articles of incorporation (the “Amendment”), with the Secretary of State of the
State of Nevada to effectuate a one-for-three (1:3) reverse stock split (the “August 2020 Reverse Stock Split”) of our common
stock without any change to its par value. The Amendment became effective on August 17, 2020. No fractional shares were issued in connection
with the August 2020 Reverse Stock Split as all fractional shares were rounded down to the next whole share. All share and per share amounts
of our common stock listed in this Form 10-K have been adjusted to give effect to the August 2020 Reverse Stock Split.

On September 9, 2020, the Company filed a certificate
of amendment with the Secretary of State of the State of Nevada to change our name to “Creatd, Inc.”, which became effective
on September 10, 2020.

On
June 4, 2021, the Company acquired 89% of the membership interests of Plant Camp, LLC, a Delaware limited liability company (“Plant
Camp”), which the Company subsequently rebranded as Camp. Camp is a direct-to-consumer (DTC) food brand which creates healthy upgrades
to classic comfort food favorites. The results of Plant Camp’s operations have been included since the date of acquisition in the
Statements of Operations.

On
July 20, 2021, the Company acquired 44% of the membership interests of WHE Agency, Inc. WHE Agency, Inc, is a talent management and
public relations agency based in New York (“WHE”). WHE has been consolidated due to the Company’s ownership of 55%
voting control, and the results of operations have been included since the date of acquisition in the Statements of Operations.

Between
October 21, 2020, and August 16, 2021, the Company acquired 21% of the membership interests of Dune, Inc. Dune, Inc. is a direct-to-consumer
brand focused on promoting wellness through its range of health-oriented beverages.

On
October 3, 2021, the Company acquired an additional 29% of the membership interests of Dune, Inc., bringing our total membership
interests to 50%. Dune, Inc., has been consolidated due to the Company’s ownership of 50% voting control, and the results
of operations have been included since the date of acquisition in the Statements of Operations.

On
March 7, 2022, the Company acquired 100% of the membership interests of Denver Bodega, LLC, d/b/a Basis, a Colorado limited liability
company (“Basis”). Basis is a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid
hydration. Denver Bodega, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results
of operations have been included since the date of acquisition in the Statement of Operations.

On August 1, 2022, the Company acquired 51% of the membership interests of Orbit Media LLC, a New York limited liability company.
Orbit is a app-based stock trading platform designed to empower a new generation of investors. Orbit has been consolidated due to the
Company’s ownership of 51% voting control, and the results of operations have been included since the date of acquisition in
the Statement of Operations.

5

On
September 13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company. Brave
is a plant-based food company that provides convenient and healthy breakfast food products. Brave Foods, LLC has been consolidated
due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition
in the Statement of Operations.

Recent Developments

May 2022 Securities
Purchase Agreement

On May 31, 2022 the Company
entered into and closed securities purchase agreements with eight accredited investors, whereby the Investors purchased from the Company
for an aggregate of $3,600,036 in subscription amount (i) debentures in the principal amount of $4,000,000; (ii) 2,000,000 Series C Common
Stock Purchase Warrants to purchase shares of the Company’s common stock, par value $0.001 per share; and (iii) 2,000,000 Series
D Common Stock Purchase Warrants to purchase shares of Common Stock. The Company and the Investors also entered into registration rights
agreements pursuant to the securities purchase agreements. The Debentures had an original issue discount of 10%, a term of six months
with a maturity date of November 30, 2022, may be extended by six months at the Company’s option subject to certain conditions,
and are convertible into shares of Common Stock at a conversion price of $2.00 per share, subject to adjustment upon certain events including
a one-time adjustment to the price of the Common Stock offered in the Rights Offering (as defined therein), with such adjusted conversion
price not to be lower than $1.00. The Warrants are exercisable for a term of five years from the initial exercise date of November 30,
2022, until November 30, 2027. The Series C Warrants are exercisable at an exercise price of $3.00, subject to adjustment upon certain
events including a one-time adjustment to the price of the Common Stock offered in the Rights Offering, with such adjusted exercise price
not to be lower than $0.96. The Series D Warrants are exercisable at an exercise price of $6.00 subject to adjustment upon certain events
including a one-time adjustment to the price of the Common Stock offered in the Rights Offering, with such adjusted exercise price not
to be lower than $0.96. The Warrants provide for cashless exercise to the extent that there is no registration statement available for
the underlying shares of Common Stock. The securities purchase agreements contain customary representations, warranties, covenants, indemnification
and other terms for transactions of a similar nature. Additionally, in connection with the securities
purchase agreements, the subsidiaries of the Company delivered a guarantee in favor of the Investors whereby each such subsidiary guaranteed
the full payment and performance of all obligations of the Company pursuant to the securities purchase agreements. The Debentures, Warrants,
Common Stock underlying the Debentures and the Common Stock underlying the Warrants were not registered under the Securities Act, but
qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder.

July 2022 Securities
Purchase Agreement

On July 25, 2022, the
Company, entered into and closed securities purchase agreements with five accredited investors, whereby the Investors purchased from the
Company for an aggregate of $1,935,019 in subscription amount (i) debentures in the principal amount of $2,150,000; (ii) 1,075,000 Series
E Common Stock Purchase Warrants to purchase shares of the Company’s common stock, par value $0.001 per share; and (iii) 1,075,000
Series F Common Stock Purchase Warrants to purchase shares of Common Stock. The Company and the investors also entered into registration
rights agreements pursuant to the securities purchase agreements. The debentures have an original issue discount of 10%, have a maturity
date of November 30, 2022, may be extended by six months at the Company’s option subject to certain conditions, and are convertible
into shares of Common Stock at a conversion price of $2.00 per share, subject to adjustment upon certain events including a one-time adjustment
to the price of the Common Stock offered in the rights offering, with such adjusted conversion price not to be lower than $1.25. The Warrants
are immediately exercisable for a term of five years until July 25, 2027. The Series E Warrants are exercisable at an exercise price of
$3.00, subject to adjustment upon certain events including a one-time adjustment to the price of the Common Stock offered in the rights
offering, with such adjusted exercise price not to be lower than $1.01. The Series F Warrants are exercisable at an exercise price of
$6.00 subject to adjustment upon certain events including a one-time adjustment to the price of the Common Stock offered in the rights
offering, with such adjusted exercise price not to be lower than $1.01. The warrants provide for cashless exercise to the extent that
there is no registration statement available for the underlying shares of Common Stock. Additionally, in connection with the security
purchase agreements, the subsidiaries of the Company delivered a guarantee in favor of the investors whereby each such subsidiary guaranteed
the full payment and performance of all obligations of the Company pursuant to the securities purchase agreements. The
debentures, warrants, Common Stock underlying the debentures and the Common Stock underlying the warrants were not registered under the
Securities Act, but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder.

6

Trigger of Price Reset

On July 29, 2022, the
Company announced that it was not moving forward with its previously announced Rights Offering. In doing so, it triggered a price reset
in the July 2022 Financing and the May 2022 Securities Purchase Agreement. As a result of this price reset, the May 2022 Securities Purchase
Agreement debentures now have a conversion price of $1.00, and both the Series C and Series D warrants have exercise prices of $0.96.
As a result of the price reset, the July 2022 Financing debentures now have a conversion price of $1.25, and both the Series E and Series
F warrants have exercise prices of $1.01.

Registered direct
offering

On September 15, 2022,
the Company entered into and closed a securities purchase agreement with five accredited investors resulting in the raise of $800,000
in gross proceeds to the Company. Pursuant to the terms of the securities purchase agreement, the Company agreed to sell in a registered
direct offering an aggregate of 4,000,000 shares of the Company’s common stock, par value $0.001 per share. In a concurrent private
placement, the Company issued to such investors warrants to purchase up to 4,000,000 shares of Common Stock, representing 100% of the
shares of common stock purchased in the offering. The warrants and the shares of common stock issuable upon the exercise of the warrants
are not being registered under the Securities Act of 1933, as amended. Gross proceeds from the offering totaled $800,000, before deducting
offering expenses. The warrants are immediately exercisable for a term of five years until September 15, 2027. The warrants are exercisable
at an exercise price of $0.20, subject to adjustment upon certain events. The warrants provide for cashless exercise to the extent that
there is no registration statement available for the underlying shares of Common Stock.

Restructuring Agreement

On September 15, 2022,
in connection with the offering, the Company entered into an agreement with the holders of certain of the Company’s previously issued
securities (the “Restructuring Agreement”).

The Restructuring Agreement,
among other things, modified certain provisions of the following securities of the Company:

(i)
Original Issue Discount Senior Convertible Debentures issued on May 31, 2022 (the “May 2022 Debentures”);

(ii)

Original Issue Discount Senior Convertible
Debentures issued on July 25, 2022 (the “July 2022 Debentures” and, together with the May 2022 Debentures, the
“Debentures”);

(iii)
Common Stock Purchase Warrants issued on February 28, 2022 (the “February 2022 Warrants”);

(iv)
Common Stock Purchase Warrants issued on March 9, 2022 (the “March 2022 Warrants”);

(v)
Series C Common Stock Purchase Warrants issued on May 31, 2022 (the “Series C Warrants”);

(vi)
Series D Common Stock Purchase Warrants issued on May 31, 2022 (the “Series D Warrants”);

(vii)
Series E Common Stock Purchase Warrants issued on July 25, 2022 (the “Series E Warrants”);

(viii)

Series F Common Stock Purchase Warrants issued
on July 25, 2022 (the “Series F Warrants” and, together with the February 2022 Warrants, the March 2022 Warrants, Series
C Warrants, Series D Warrants and Series E Warrants, the “Restructured Warrants”);

Pursuant to the Restructuring
Agreement, the Company and the Holders agreed to, among other things, to (i) reduce the conversion price of the Debentures down to $0.20,
subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the
Common Stock; (ii) reduce the exercise price of the Restructured Warrants down to $0.20, subject to adjustment for reverse and forward
stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock; (iii) extend the maturity dates
for the Debentures to March 31, 2023; (iv) permit the Company’s contemplated rights offering to proceed, provided that the per share
offering price in the rights offering is not less than $0.20; and (v) require that the Company’s cash burn rate not exceed $600,000
per month; provided, however, that with the prior written consent of a majority in interest of the Holders, such permitted monthly burn
rate can be increased by $150,000, provided such additional amount is used for marketing purposes.

7

Additionally, in connection
with the Restructuring Agreement, (i) the Company entered into a Registration Rights Agreement (“Registration Rights Agreement”),
providing for the filing of a registration statement covering the Restructured Warrants and shares underlying the Warrants by not later
than 10 trading days after the date of the Registration Rights Agreement or the earliest practical date on which the Company is permitted
by Commission guidance to file such registration statement; (ii) the Company and its subsidiaries entered into a Security Agreement (the
“Security Agreement”), whereby the Company granted a first priority security interest in all of their respective assets to
the Holders and (iii) the subsidiaries of the Company delivered a guarantee (the “Guarantee”) in favor of the Holders whereby
each such subsidiary guaranteed the full payment and performance of all obligations of the Company pursuant to the Debentures.

Each of our directors
and officers entered into lock-up agreements (the “Lock-up Agreements”) in favor of the Holders, whereby they agreed not to
offer, sell, agree to sell, directly or indirectly, or otherwise dispose of any shares of Common Stock or any securities convertible into
or exchangeable for shares of Common Stock without the prior written consent of the Holders for a period of 180 days after the date of
the Restructuring Agreement. The Lock-up Agreements provide limited exceptions and their restrictions may be waived at any time by the
Holders.

October 2022 Common
Stock Purchase Agreement, Securities Purchase Agreement and Promissory Note

On October 20, 2022,
the Company entered into a common stock purchase agreement (the “Investment Agreement”) with an otherwise unaffiliated third
party (the “Investor”). Pursuant to the terms of the Investment Agreement, for a period of thirty-six (36) months commencing
on the trading day immediately following the date of effectiveness of the Registration Statement, the Investor purchase up to $15,000,000
of the Company’s common stock, par value $0.001 per share, pursuant to drawdown notices, covering the registrable securities. The
purchase price of the shares under the Investment Agreement is equal to 82% of the lowest volume weighted average price (VWAP) during
the last ten trading days after the Company delivers to the Investor a put notice or drawdown notice in writing requiring Investor to
purchase shares of the Company, subject to the terms of the Investment Agreement. On October 20, 2022, the Company also entered into a
securities purchase agreement with the Investor, pursuant to which the Company issued to the Investor on that date a Promissory Note (the
“Note”) in the principal amount of $300,000 in exchange for a purchase price of $255,000, which the Investor funded on October
20,2022. The proceeds of the Note to be used by the Company for general working capital purposes. The Note bears interest at the
rate of 10% per annum. Starting on the fifth month anniversary of the funding of the Note, and for the next six months thereafter,
the Company will make seven equal monthly payments of $47,142.85 to the Investor. On October 20, 2022, in connection with the entry by
the Company and the Investor into the economic agreements, (i.e., the Investment Agreement, the Purchase Agreement, and the Note
and the funding thereof), the Company issued 800,000 shares of its common stock to the Investor.

October
2022 Securities Purchase Agreement; Side Letter

On October 24, 2022,
the Company entered into and closed a securities purchase agreement with one accredited investor, whereby the Investor purchased from
the Company for an aggregate of $1,500,000 in subscription amount, an unsecured debenture in the principal amount of $1,666,650. The Company
and the Investor also entered into a registration rights agreement pursuant to the securities purchase agreement. The debenture has an
original issue discount of 10%, a term of six months with a maturity date of April 24, 2023, may be extended by six months at the Company’s
option subject to certain conditions, and are convertible into shares of Common Stock at a conversion price of $0.20 per share, subject
to adjustment upon certain events. The Company also entered into a side letter agreement with the holders of debentures of the Company,
the Series C Warrants and Series D Warrants issued as of May 31, 2022 (the “May Investors”) and the holders of debentures
of the Company, the Series E Warrants and Series F Warrants issued as of July 25, 2022 (the “July Investors”). Pursuant to
the letter agreement each of the May Investors and the July Investors have entered into a lock-up agreement whereby they may not sell
any such debentures, warrants, the shares into which such debentures may be converted, or certain shares underlying such warrants until
the date that is 30 days after the date on which the registration statement registering for resale the shares of the Company’s common
stock underlying the debenture is declared effective by the Securities and Exchange Commission. Additionally, the letter agreement, provides
that the May Investors and July Investors have agreed to a further lock up of such shares for a further 30 days upon the receipt of a
certain amount of the proceeds from future potential issuances of debentures, common stock or similar securities by the Company. Additionally,
pursuant to the letter agreement, the May Investors and the July Investors agreed to exchange and return for cancellation the Series C
Warrants, Series D Warrants, Series E Warrants and Series F Warrants, receiving replacement warrants from the Company (the “Replacement
Warrants”), in consideration for (i) the Company’s payment of $750,000 of the proceeds from the sale of the debenture to the
May Investors and July Investors on a pro rata basis and (ii) the Company’s agreement to pay, on a pro rata basis to the May Investors
and July Investors, the greater of (x) $750,000 and (y) 50% of the gross proceeds raised in a subsequent financing. The Replacement Warrants
reflect a reduction in the number of Series C and Series D Warrants from 1,550,000 in each class to 1,536,607 in each class and a reduction
in the number of Series E and Series F Warrants from 1,075,000 in each class to 807,143 in each class, and the initial exercise date for
the Replacement Warrants are unchanged from the date as set forth in the respective exchanged Series C, Series D, Series E or Series F
Warrant. The debenture, and the Common Stock underlying the warrants were not registered under the
Securities Act, but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder.

8

November 2022 Warrant
Amendment and Issuance

On November 18, 2022,
the Company entered into a letter agreement with the respective holders of an aggregate of 471,953 warrants issued as placement agent
fees in connection with the Company’s entry into securities purchase agreements with 33 accredited investors, whereby, at the closing,
the investors agreed to purchase from the Company an aggregate of (i) 7,778 shares of the Company’s Series E Convertible Preferred
Stock, par value $0.001 per share (the “Series E Preferred Stock”); and (ii) 2,831,721 warrants to purchase shares of the
Company’s common stock, pursuant to which the exercise price of such warrants was amended and such warrants were immediately exercised.
Additionally, pursuant to the letter agreement, the Company issued to such warrant holders 471,953 new warrants, exercisable immediately,
for a term of 60 months, at a price of $0.77 per share, subject to customary adjustment provisions. As a result of the triggering of such
adjustment provisions, the number of warrants increased to 1,817,019 and the exercise price decreased to $0.20.

December 2022 Securities Purchase Agreement

On December 12, 2022, the Company entered into
and closed a securities purchase agreement with one accredited investor, whereby the Investor purchased from the Company for an aggregate
of $750,000 in subscription amount, an unsecured debenture in the principal amount of $750,000. The Company and the investor also entered
into a registration rights agreement pursuant to the securities purchase agreement. The debenture has a term of six months with a maturity
date of June 12, 2023, which may be extended by six months at the Company’s option subject to certain conditions and monthly redemption
options at the election of the holder and are convertible into shares of Common Stock at a conversion price of $0.20 per share, subject
to adjustment upon certain events.

December 2022 Warrant
Amendment and Issuance

On December 22, 2022, the Company entered into a letter agreement with
the respective holders of an aggregate of 4,775,000 warrants. Pursuant to the letter agreement, in exchange for the immediate exercise
of the 4,775,000 warrants at an exercise price of $0.20, the Company issued to such warrant holders 4,775,000 new warrants, exercisable
immediately, for a term of 60 months, at a price of $0.77 per share, subject to customary adjustment provisions.

Dorado Goose Transaction

On January 18, 2023, the
Company, entered into and closed two securities purchase agreements with Dorado Goose LLC or the investor, whereby the investor purchased
from the Company for an aggregate of $1,500,000 in subscription amount, (i) an unsecured debenture in the principal amount of $847,500
and (ii) 1,562,500 shares of common stock. The Company and the investor also entered into a registration rights agreement pursuant to
the securities purchase agreements. The subsidiaries of the Company delivered a guarantee in favor
of the investor whereby each such subsidiary guaranteed the full payment and performance of all obligations of the Company pursuant to
the debenture. The debenture has an original issue discount of 13%, has a maturity date of June 13, 2023, may be extended by six
months at the Company’s option subject to certain conditions, and are convertible into shares of common stock at a conversion price
of $0.20 per share, subject to adjustment upon certain events. The debenture and the common stock
were not registered under the Securities Act but qualified for exemption under Section 4(a)(2) and Rule 506 promulgated thereunder.

Nasdaq Notice of Delisting

On January 4, 2021, the Company received a letter
from the staff of The Nasdaq Capital Market (the “Exchange”) notifying the Company that the Exchange had determined to delist
the Company’s common stock and warrants from the Exchange based on the Company’s non-compliance with the Exchange’s
(i) $5 million stockholders’ equity requirement for initial listing pursuant to Nasdaq Listing Rule 5505(b), (ii) the $2.5 million
stockholders’ equity requirement or any of the alternatives for continued listing pursuant to Nasdaq Listing Rule 5550(b), and (iii)
the Company’s failure to provide material information to the Exchange pursuant to Nasdaq Listing Rule 5250(a)(1). On February 11,
2021, the Company met with the Exchange’s Hearings Panel (the “Panel”) with respect to such determination, in accordance
with the Exchange’s rules and, pursuant to such request by the Company to appeal, the delisting of the Company’s securities
and the Form 25 Notification of Delisting filing was stayed pending the Panel’s decision. On March 9, 2021, the Exchange notified
the Company that the Panel had determined to continue the listing of the Company on the Exchange. Notwithstanding the Panel’s determination
to continue the listing of the Company’s securities on the Exchange, the Panel issued a public reprimand letter to the Company,
pursuant to Listing Rule 5815(c)(1)(D), based on its finding “that the Company failed to meet the initial listing criteria with
respect to stockholders’ equity and failed to provide Nasdaq with material information with respect to that deficiency.” Specifically,
the Panel found that the Company failed to comply with Listing Rule 5250(a)(1), requiring it to notify Nasdaq of certain significant developments
that led to the Company’s prior representations about its ability to satisfy the initial listing requirements being inaccurate.
In reaching its determination to continue the listing of the Company on Nasdaq, the Panel acknowledged that the Company had since demonstrated
compliance with the initial listing requirement for stockholders’ equity and all other applicable initial listing requirements.
The Panel also determined that the violations were inadvertent and that the Company had relied on advice of counsel at the time in its
interactions with the Nasdaq staff (“Staff”). The Panel also acknowledged the Company’s efforts to implement structural
changes within the Company to avoid similar misstatements in the future and that would allow for proper accounting and disclosure on an
ongoing basis. A Panel Monitor was implemented under Listing Rule 5815(d)(4)(A) for a period of one year from the date of the Letter.
In the event that the Company became deficient with respect to any continued listing requirement, the Company would not be afforded the
opportunity to submit a compliance plan for Staff’s consideration and Staff would issue a Delist Determination Letter and promptly
schedule a new hearing under Listing Rule 5810(c)(2), at which the Company may present a compliance plan for the Panel’s consideration.
In the event of a new hearing, any suspension or delisting action would be stayed pending the completion of the hearings process and the
expiration of any additional extension period granted by the Panel following the hearing.

9

On March 1, 2022, the Company received a letter
from the staff of the Exchange notifying the Company that the Exchange had determined to delist the Company’s common stock from
the Exchange based on the Company’s Market Value of Listed Securities for the 30-consecutive day period between January 15, 2022
and February 25, 2022 falling short of the requirements under Listing Rule 5550(b)(2) (the “Rule”). Although a 180-day period
is typically allowed for an issuer to regain compliance, the Company was not eligible to use such compliance period, as the Exchange had
instituted a Panel Monitor through March 9, 2022.

On April 22, 2022, the
Company received a letter from the Exchange notifying the Company that the Nasdaq Hearing Panel had determined to continue the listing
of the Company on the Exchange, subject to the following conditions: (i) on or before May 16, 2022, the Company would file its Quarterly
Report on Form 10-Q for the period ended March 31, 2022 demonstrating compliance with Nasdaq Listing Rule 550(b)(1) requiring shareholders’
equity of $2.5 million and (ii) on or before August 29, 2022, the Company would file a Form 8-K documenting the successful completion
of any fund-raising activity that had taken place since April 14, 2022 and the Company’s long-term compliance with the continued
listing requirements of the Nasdaq Capital Market. The Panel advised that August 29, 2022 represented the full extent of the Panel’s
discretion to grant continued listing during the time the Company was non-compliant and should the Company fail to demonstrate compliance
by such date, the Panel would issue a final delist determination and the Company would be suspended from trading on the Exchange.

On September 2, 2022, the Company received a letter
from the Exchange notifying the Company that the Nasdaq Hearings Panel had determined to delist the Company’s common stock from
the Exchange, based on the Company’s failure to comply with the listing requirements of Nasdaq Rule 5550(b)(1) as a result of the
Company’s shareholder equity deficit for the period ended June 30, 2022, as demonstrated in Company’s Quarterly Report on
Form 10-Q filed on August 15, 2022, following the Company having not complied with the market value of listed securities requirement in
Nasdaq Rule 5550(b)(2) on March 1, 2022, while the Company was under a Panel Monitor, as had been previously disclosed, suspension of
trading in the Company’s shares on the Exchange would be effective at the opening of business on September 7, 2022. Following
passage of the proscribed 15-day time period for appeal as stated in the letter, on October 26, 2022, Nasdaq completed the delisting by
filing a Form 25 Notification of Delisting with the Securities and Exchange Commission. The Company’s receipt of the Letter
does not affect the Company’s business, operations or reporting requirements with the Commission.

Quotation on OTCQB

Effective on September
7, 2022, our common stock is quoted on the OTCQB Marketplace operated by OTC Markets Group Inc. (“OTCQB”) under the symbol
“CRTD.” Effective April 4, 2023, our symbol changed to “VOCL.”

Board of Directors and Management

On June 1, 2022, the
Board of Directors approved the Creatd, Inc. 2022 Omnibus Securities and Incentive Plan. On November 10, 2022, the Board of Directors
approved an amendment to the Creatd, Inc. 2022 Omnibus Securities and Incentive Plan. The plan provides for the granting of distribution
equivalent rights, incentive share options, non-qualified share options, performance unit awards, restricted share awards, restricted
share unit awards, share appreciation rights, tandem share appreciation rights, unrestricted share awards or any combination of the foregoing,
as may be best suited to the circumstances of the particular employee, director or consultant as provided in the plan. the aggregate number
of common shares (including common shares underlying options designated as incentive share options or non-qualified share options) that
may be issued under the plan shall not exceed the sum of (i) 30,000,000 common shares plus (ii) an annual increase on the first day of
each calendar year beginning January 1, 2023 and ending on and including January 1, 2031 equal to the lesser of (a) five percent (5%)
of the common shares outstanding on the final day of the immediately preceding calendar year, and (b) such smaller number of common shares
as determined by the Board.

On January 18, 2023,
the Company held its Annual Meeting of Stockholders. The results of the matters voted on by the Company’s stockholders included
the election of Directors to serve on the Company’s board; Amendment to our Articles of Incorporation to Increase Authorized Stock;
and the approval of Creatd 2022 Omnibus Securities and Incentive Plan.

On February 8, 2023 (the
“Effective Date”), the Board of Directors (the “Board”) of Creatd, Inc., a Nevada corporation (the “Company”)
approved, based on the recommendation of the Compensation Committee (the “Committee”) of the Board, certain equity and cash
compensation for certain key members of the Company’s management team and non-employee directors as discussed below.

10

The Company has made
certain equity awards to the key members of the Company’s management team (the “Equity Awards”), comprised of 10,692,308
shares of the Company’s common stock (“Common Stock”) to Jeremy Frommer, Chief Executive Officer of the Company, 5,894,788
shares of Common Stock to Justin Maury, Chief Operating Officer of the Company, and 1,663,223 shares of Common Stock to Chelsea Pullano,
Chief Financial Officer of the Company. As a condition to receiving the Equity Awards, each such officer agreed to lock-up terms such
that only 10% of the shares comprising such individual’s Equity Award can be sold until 90 days after the date of the issuance of
the Equity Awards (the “Lock Up Period”) and that during the Lock Up Period, and for nine months thereafter, each such individual
can only sell the number of shares equal to the lesser of 5% of the trailing 30 day average volume or 25,000 shares in any single trading
day. Additionally, beginning one year after the issuance of the Equity Awards, each individual receiving Equity Awards can only sell the
number of shares equal to the lesser of 5% of the trailing 30-day average volume or 40,000 shares in any single trading day (the “Volume
Restrictions”).

The Company will also
pay cash bonuses to the key members of the Company’s management team (the “Executive Bonuses”) in the amounts of $125,000
to Jeremy Frommer, $62,500 to Justin Maury and $31,250 to Chelsea Pullano, to be paid out on a discretionary basis as determined by the
Committee. In addition, each of Jeremy Frommer and Justin Maury will receive monthly housing stipends in the amount of $6,300 (the “Housing
Stipends”).

Additionally, the Company
will make certain cash payments and equity awards to the non-employee members of the Board (the “Director Compensation”),
comprised of annual cash compensation of $140,000, payable in monthly installments, an annual grant of $140,000 in Common Stock, issued
quarterly and priced at the average of the last five trading days of the previous quarter. In the fiscal year 2023, each independent director
shall be eligible for a cash bonus of $20,000, which shall be paid on a discretionary basis. As a share bonus, 1,700,000 shares of Common
Stock shall be issuable to Peter Majar and 1,000,000 shares of Common Stock shall be issuable to Erica Wagner, with such shares subject
to the same lock-up and volume restrictions as the Equity Awards.

The Company will offer
the chair of the audit committee of the Board (the “Audit Committee Chair”) an additional annual cash compensation of $20,000,
payable in monthly installments, and an annual grant of $20,000 in Common Stock, issued quarterly and priced at the average of the last
five trading days of the previous quarter.

All equity awards made
to the independent directors of the Company are made pursuant to the Creatd, Inc. 2022 Omnibus Securities and Incentive Plan (the “Plan”).

The February 2023 Securities Purchase Agreement

On February 1, 2023, the Company entered into
and closed a securities purchase agreement with one accredited investor, whereby the Investor purchased from the Company for an aggregate
of $1,250,000 in subscription amount, an unsecured debenture in the principal amount of $1,250,000. The Company and the investor also
entered into a registration rights agreement pursuant to the securities purchase agreement. The debenture has a term of six months with
a maturity date of August 1, 2023, which may be extended by six months at the Company’s option subject to certain conditions and
monthly redemption options at the election of the holder and are convertible into shares of Common Stock at a conversion price of $0.20
per share, subject to adjustment upon certain events.

Listing on Upstream

On February 14, 2023, the Company completed the
listing on Upstream of the Company’s shares of common stock, comprising the same class of common shares currently registered with
the Commission that are currently issued and outstanding. Upstream is the trading app for digital securities and NFTs powered by Horizon
Fintex and MERJ Exchange Limited (“MERJ”). The shares listed on Upstream are represented on MERJ Exchange as a “digital
security” in the form of uncertificated securities that have the same shareholder rights as all other shares of such issuer. It
is a representation of common stock in an uncertificated form. The Company has not issued any new securities pursuant to the listing on
Upstream. All common shares have been registered with the Commission and comprise the entire number of shares of the Company issued and
outstanding and all of the Company’s shares of common stock have the same CUSIP/ISIN number.

MERJ operates Upstream as a fully regulated and
licensed integrated securities exchange, clearing system and depository for digital and non-digital securities. MERJ is an affiliate of
the World Federation of Exchanges (WFE), recognized by HM Revenue and Customs UK, a full member of the Association of National Numbering
Agencies (ANNA) and a Qualifying Foreign Exchange for OTC Markets in the US. MERJ is also a member of the Sustainable Stock Exchanges
Initiative. MERJ is regulated in the Seychelles by the Financial Services Authority Seychelles, https://fsaseychelles.sc/. MERJ is not
registered or regulated in any manner in the United States.

11

Upstream is accessible via the major app stores.
After downloading the application, users will have access to review all the securities that trade on Upstream including trading activity,
regulatory disclosures and other corporate information. Further there is a direct link of information on our Company at https://investors.creatd.com/resources/faqs/default.aspx.
This includes a listing particulars document, which is a required disclosure as part of the requirements of MERJ Exchange Limited as defined
by Securities Act 2007 of the Seychelles (as amended) and any other measure prescribed thereunder by the Minister or the Securities Authority.
Investors are encouraged to review the listing particulars that may be found at the following link: https://upstream.exchange/creatd.

Pursuant to Upstream’s policy, terms and
conditions, investors based in the United States or Canada are prohibited from buying shares on the Upstream secondary market.
However, U.S.- and Canada-based investors may sell securities they previously purchased or acquired from an issuer, stockbroker
or stock exchange that has dual-listed on Upstream. U.S.- or Canada-based investors are those investors who citizens of the United States
or Canada, including those living abroad, or permanent residents of the United States or Canada. To the extent shares had been deposited
at a time prior to Upstream’s policy prohibiting such deposits, such shares cannot be sold at this time, and such shareholder would
need to have such shares returned to the Company’s transfer agent to complete a sale.

The Press Release stated, “Global investors
can now trade by downloading Upstream from their preferred app store at https://upstream.exchange/, creating an account by tapping sign
up...”. This was not to suggest that investors based in the United States or Canada can buy shares on the Upstream secondary
market, but to suggest that investors who are not U.S.- and Canada-based can trade on Upstream.

Investors who have deposited shares with Upstream
may subsequently elect, at any time, to transfer such shares to from Upstream to the Company’s transfer agent for trade via their
U.S. broker.

The Company is providing our investors with detailed
information on the process on how to deposit and trade shares on Upstream directly on our website at the following link: https://investors.creatd.com/resources/faqs/default.aspx.

Shares transferred into
Upstream will be effected via the Company’s Transfer Agent, Pacific Stock Transfer Company (“Pacific”). For shares already
recorded with Pacific, investors can transfer such shares to Upstream by taking the following steps: Open Upstream, then choose Investor:
Manage Securities, Deposit Securities and, next, Enter the Company’s Ticker Symbol and Number of Shares their requesting to deposit.
Investors would then confirm the shares are unrestricted or “free trading” and tap Submit. The value of each share deposit
request on the Upstream app may not exceed $100,000, with such value determined by the closing price of the security on the previous trading
day multiplied by the number of shares being deposited. Once the investor makes the share deposit request using the Upstream app, and
the transfer agent has the investor’s shares in ‘book entry’, the deposit is typically processed within 48 hours during
business days. Once the transfer has been completed investors will receive a push notification in the Upstream app and see the share deposit
in their Upstream Portfolio.

If the investor’s
shares are currently in the investor’s brokerage account, then the investor will be required to transfer its shares to Pacific to
have shares recorded as “direct registration” in “book entry” with Pacific. To make such transfer request, an
investor would need to contact their brokerage firm and request to transfer their shares back to “book entry” with the transfer
agent.

All shares transferred to Upstream shall be held
in MERJ Dep., which is a company licensed as a Securities Facility pursuant to the Seychelles Securities Act, 2007. The Company has appointed
MERJ Dep. to act as the Depository Nominee in respect of any securities traded which are quoted on Upstream and granted MERJ Dep. as the
Depository Nominee, pursuant to the Securities Facility Rules Directive on Depository Interests.

Shares may be withdrawn from Upstream back to
the transfer agent. The Upstream app has a function under Investor Services, Manage Securities, Withdraw Securities. The shareholder then
enters the ticker symbol and the number of shares to being withdrawn and taps ‘Notarize’ to cryptographically sign this transaction.
The shares are removed from the user’s Upstream portfolio and an email is sent to the transfer agent with a share withdrawal request
whereafter the transfer agent will liaise directly with the shareholder to ensure the share balance is entered in ‘book entry’
into the user’s name & address. Third party share withdrawals from Upstream are not permitted, the share withdrawal request
name and address (as retrieved from the Upstream know your customer (KYC) information by Upstream compliance) is required to be the same
name and address that will be entered in the transfer agents ‘book entry’ for such shareholder.

12

The NFTs traded on Upstream are issued by the
Company and convey no ownership interest in the Company, nor do they provide any dividends, royalties, or other equity interests or rights
that would indicate an expectation of profit. The NFTs are issued only on Upstream and can only be traded on Upstream.

The Commission evaluates whether a particular
digital asset, including an NFT, is a security based on what is commonly referred to as the Howey Test. The Howey Test looks at four factors:
(i) an investment of money (ii) in a common enterprise (iii) with the expectation of profit (iv) to be derived from the efforts of others.
We believe the commemorative NFTs issued by Creatd do not meet the definition for securities under the Howey Test. Such NFTs, issued to
investors who deposited shares of Creatd with Upstream, are commemorative in nature, memorializing the listing on Upstream, as a novelty
item, being akin to a tombstone, plaque, sticker, poster or t-shirt commemorating the listing, similar to what NASDAQ and the NYSE may
provide to its issuers. The NFT issued by Creatd conveys no ownership interest in Creatd, nor does it provide any dividends, royalties,
or other equity interests or rights that would indicate an expectation of profit. The NFTs are issued only on Upstream and can only be
traded on Upstream. No consideration was paid for the NFTs, and such investors are still able to transfer such shares back to Pacific
Stock Transfer following receipt of the NFTs.

To trade on Upstream, users create a trading account
using the Upstream smartphone app, with a random-generated username (in the form of an address that’s a 42-character hexadecimal
address derived from the last 20 bytes of a random public key) and a password (in the form of a random cryptographic private key).The
public and private key (the cryptographic keypair) is generated locally on the smartphone and only the public key is ever
known to Upstream, MERJ Dep., or peer to peer trading counterparties on Upstream. Only the individual users hold their private keys. This
privacy ensures that only the Upstream user can cryptographically sign a securities transaction (bid/offer/buy/sell/cancel) for it to
be executed on Upstream, that is, all transactions such as share sales are self-directed, peer to peer, and instantly settled using the
Upstream distributed ledger platform.

In order to buy, sell, deposit or withdraw shares
on Upstream, an Upstream user that has created their account as outlined in the previous paragraph, is required to submit KYC information
for the Upstream compliance team to review. KYC information is then linked to the user’s public key, and if the user passes KYC
review, then this user’s cryptographic keypair’s transactions will be accepted as legitimate self-directed securities transaction
requests to Upstream for execution on the platform.

Shareholders should be aware that there are risks
and uncertainties with the Company’s dual listing on Upstream. In particular, the restriction on trading for US- and Canada-based
investors may affect the liquidity of our common stock and lead to volatility in the price and trading volume of our common stock.

In addition, though the NFTs traded on Upstream
are commemorative in nature, the regulatory regime governing blockchain technologies, cryptocurrencies and tokens is uncertain, and new
regulations or policies may materially affect our NFT marketplace and our business generally.

Although we believe that these NFTs are not securities,
there is risk that the issuance of NFTs may be considered a public offering in violation of the federal securities laws, and perhaps certain
state securities laws. For issuances that are deemed to be public offerings under federal securities laws or in violation of certain state
securities laws, purchasers of such products might be granted the right to rescind the sale of these products and demand that we return
the purchase price of these products. We did not receive a purchase price for these NFTs; however, there is risk that the Company
may be subject to other penalties or that other remedies may apply.

Additional information regarding Upstream can
be found at Revolutionary exchange & trading app for digital securities (upstream.exchange).

Appointment of New Directors

On February 17, 2022, the Board appointed Joanna
Bloor, Brad Justus, and Lorraine Hendrickson to serve as members of the Board.

On September 2, 2022,
the Board appointed Jeremy Frommer, Executive Chairman, as Chief Executive Officer.

On September 2, 2022,
the Board appointed Justin Maury, President and Chief Operating Officer, as Director to the Board

On
November 2, 2022, the Board appointed Peter Majar as Director to the Board.

On November 16, 2022,
the Board appointed Erica Wagner as Director to the Board.

13

Departure of Directors

On
February 17, 2022, the Board received notice that effective immediately, Mark Standish resigned as Chair of the Board, Chair of the Audit
Committee and as a member of the Compensation Committee and Nominating & Corporate Governance Committee; Leonard Schiller resigned
as member of the Board, Chair of the Compensation Committee and as a member of the Audit Committee and Nominating & Corporate Governance
Committee; and LaBrena Martin resigned as a member of the Board, Chair of the Nominating & Corporate Governance Committee and as a
member of the Audit Committee and Compensation Committee. Such resignations are not the result of any disagreement with the Company on
any matter relating to the Company’s operations, policies or practices.

On
September 2, 2022, the Company entered into an executive separation agreement with Laurie Weisberg the Company’s Chief Executive
Officer and member of the Board of Directors setting forth the terms and conditions related to the executive’s resignation as Chief
Executive Officer, Director and any other positions held with the Company or any subsidiary. Pursuant to the agreement, the Company
agreed to pay the severance in the aggregate amount of $475,000, payable as follows: (i) 1/24 of the severance amount paid to executive
on each of September 15, 2022, October 1, 2022 and November 1, 2022, respectively; (ii) 1/8 of the severance amount paid on each of December
1, 2022, January 1, 2023 and February 1, 2023, respectively; (iii) 1/4 of the severance amount to be paid on April 1, 2023; and (iv) the
balance of the severance amount to be paid on May 1, 2023. Under the agreement, all unvested and/or outstanding stock options held by
the executive as of the effective date that are not subject to metric-based vesting shall automatically and fully vest as of the effective
date. The executive shall continue to hold all unvested and/or outstanding stock options held by the executive as of the effective date
that are subject to metric-based vesting and such metric based vesting options shall vest in accordance with their respective original
terms. In connection with the separation agreement with Ms. Weisberg, the Company entered into a Confession of Judgment, to which $475,000
in amounts owed through May 1, 2023 is subject, accounting for payments made to Ms. Weisberg from time to time in partial satisfaction
of such amounts owing.

On
September 21, 2022, the Board received notice from Brad Justus of his resignation as a member of the Board, and from all committees of
the Board on which he served, with such resignation to become effective on September 30, 2022. Such resignation was not the result of
any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On
November 1, 2022, the Board received notice from Lorraine Hendrickson of her resignation as a Director and from all committees of the
Board on which she served, effective as of such date. Ms. Hendrickson’s resignation as a member of the Board was not the result
of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On
November 17, 2022, the Board received notice from Joanna Bloor of her resignation as a Director and from all committees of the Board on
which she served, effective as of such date. Ms. Bloor’s resignation as a member of the Board was not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices.

Acquisition Transactions

Denver Bodega, LLC
Acquisition

On March
7, 2022, the Company acquired 100% of the membership interests of Denver Bodega, LLC, d/b/a Basis, a Colorado limited liability company
(“Basis”). Basis is a direct-to-consumer functional beverage brand that makes high-electrolyte mixes meant to aid hydration.
Denver Bodega, LLC has been consolidated due to the Company’s ownership of 100% voting control, and the results of operations
have been included since the date of acquisition in the statement of operations.

Orbit
Media LLC Acquisition

On August
1, 2022, the Company acquired 51% of the membership interests of Orbit Media LLC, a New York limited liability company. Orbit is a app-based
stock trading platform designed to empower a new generation of investors. Orbit has been consolidated due to the Company’s ownership
of 51% voting control, and the results of operations have been included since the date of acquisition in the statement of operations.
Pursuant to the agreement, Creatd acquired fifty one percent (51%) of the issued and outstanding membership interests of Orbit Media LLC
for consideration of forty-four thousand dollars ($44,000) in cash and 57,576 shares of the Company’s Common Stock.

Brave
Foods, LLC Acquisition

On September
13, 2022, the Company acquired 100% of the membership interests of Brave Foods, LLC, a Maine limited liability company. Brave
is a plant-based food company that provides convenient and healthy breakfast food products. Brave Foods, LLC has been consolidated
due to the Company’s ownership of 100% voting control, and the results of operations have been included since the date of acquisition
in the statement of operations.

14

Employees

As of April 17, 2023, we had 14 full-time employees
and 8 part-time employees. None of our employees are subject to a collective bargaining agreement, and we believe our relationship with
our employees to be good.

We believe that our future success will depend
in part on our continued ability to attract, hire and retain qualified personnel. Our human capital resources objectives include identifying,
recruiting, retaining, incentivizing and integrating our existing and new employees, advisors and consultants. The principal purposes
of our equity and cash incentive plans are to attract, retain and reward personnel through the granting of stock-based and cash-based
compensation awards, in order to increase stockholder value and the success of our company by motivating such individuals to perform to
the best of their abilities and achieve our objectives.

Corporate Information

The Company’s address is 419 Lafayette Street,
6th Floor New York, New York 10003. The Company’s telephone number is (929) 504-3090. Our website is https://creatd.com. The information
on, or that can be accessed through, this website is not part of this Form 10-K, and you should not rely on any such information in making
the decision whether to purchase the Common Stock.