Creatd, Inc. filed a Form 8-K on October 30, 2026, disclosing that the company and C2 Capital Group, Inc. mutually agreed on October 27, 2026, to terminate a binding letter of intent under which Creatd would have acquired all equity of C2 Capital Group not already owned by Creatd.

Key Highlights

  • LOI terminated: Creatd and C2 Capital Group, Inc. ("C2 Live") mutually agreed on October 27, 2026, to terminate the binding letter of intent signed September 30, 2026.
  • Transaction will not close: According to the filing, "The transaction will not be consummated."
  • No penalties: The company disclosed it "did not incur any early termination penalties in connection with the termination of the LOI."
  • Existing stake retained: Creatd holds 968,361 shares of C2 Live common stock, acquired under a share exchange agreement dated September 23, 2026.
  • Original deal structure: The LOI had contemplated Creatd acquiring all outstanding C2 Live equity not already owned by Creatd in exchange for shares of Creatd common stock and a new series of non-voting convertible preferred stock.
  • Deadline had been October 31, 2026: The LOI provided for parties to execute a definitive agreement and close the transaction on or before October 31, 2026.

Creatd and C2 Capital Group Mutually End Planned Acquisition

Creatd, Inc. disclosed in its October 30, 2026 Form 8-K that it and C2 Capital Group, Inc. ("C2 Live") mutually agreed on October 27, 2026, to terminate a binding letter of intent that had been entered into on September 30, 2026. The LOI had been previously disclosed in a Form 8-K filed with the SEC on October 1, 2026. Under that agreement, Creatd would have acquired all of the issued and outstanding equity securities of C2 Live not already owned by Creatd, with consideration consisting of shares of Creatd common stock and a new series of non-voting convertible preferred stock.

According to the filing, the LOI had required the parties to execute a definitive agreement and close the transaction on or before October 31, 2026. That deadline will not be met, as the company stated the transaction "will not be consummated." The filing further noted that Creatd did not incur any early termination penalties as a result of the termination. Creatd retains 968,361 shares of C2 Live common stock, which it had acquired pursuant to a share exchange agreement dated September 23, 2026.

Separately, the company disclosed under Item 7.01 that it issued a press release on October 30, 2026, announcing the termination. That press release was furnished as Exhibit 99.1. The filing noted the registered securities table lists "NA" for the trading symbol and exchange, and the cover page of the filing identifies no exchange listing under Section 12(b) of the Act. The 8-K was signed by Jeremy Frommer, CEO of Creatd, Inc.

What Was Disclosed

Creatd, Inc. reported the mutual termination of its LOI to acquire C2 Capital Group, Inc., confirming no early termination penalties were incurred and that Creatd retains 968,361 shares of C2 Live common stock acquired under a prior share exchange agreement.