v3.26.1
Stockholders’ Equity
 6 Months Ended
Jun. 30, 2026
Equity [Abstract]  
Stockholders’ Equity Stockholders’ Equity
Shares Authorized
The Company is authorized to issue up to three billion and twenty million (3,020,000,000) shares of capital stock, of which three billion (3,000,000,000) shares are designated as common stock, par value $0.001 per share, and twenty million (20,000,000) are designated as preferred stock, par value $0.001 per share.
Preferred Stock
Series A Convertible Preferred Stock
On November 20, 2025, the Company filed a Certificate of Designation for the Preferred Series A class of stock. The Company has designated 50,000 shares of Series A Convertible Preferred stock and has 1,087 shares issued and outstanding as of June 30, 2026.

The shares of Series A Preferred Stock have a stated value of $120 per share and are convertible into Common Stock at the election of the holder, at any time beginning 18 months following the Original Issue Date, at a price of $12.00 per share, subject to adjustment. Each holder of Series A Preferred Stock shall be entitled to receive, with respect to each share of Series A Preferred Stock then outstanding and held by such holder, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Preferred Stock.

The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders and the holders of Common Stock shall vote together and not as separate classes. Moreover, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder.

On November 12, 2025, the Company issued 125 shares of its Series A Convertible Preferred Stock with a fair value of $15,000 to settle outstanding liabilities.

On November 14, 2025, the Company issued 215 shares of Series A Convertible Preferred Shares with a fair value of $25,750 to settle outstanding liabilities. In addition, the Company issued 200 shares of Series A Preferred with a fair value of $24,400 as consideration for services performed.

On November 24, 2025, a lender converted $24,000 in notes payable into 200 shares of Series A Preferred with a fair value of $24,000.

On December 5, 2025, the Company issued 347 shares of Series A Convertible Preferred Stock with a fair value of $41,462 to settle outstanding liabilities. The Company recognized a gain of $4,957 on the settlement.

During the three and six months ended June 30, 2026 and 2025, there was no activity in the Series A Preferred stock.
Series E Convertible Preferred Stock
The Company has designated 8,000 shares of Series E Convertible Preferred stock and has 450 shares issued and outstanding as of June 30, 2026.
The shares of Series E Preferred Stock have a stated value of $1,000 per share and are convertible into Common Stock at the election of the holder of the Series E Preferred Stock, at any time following the Original Issue Date at a price of $2,060 per share, subject to adjustment. Each holder of Series E Preferred Stock shall be entitled to receive, with respect to each share of Series E Preferred Stock then outstanding and held by such holder, dividends on an as-converted basis in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock.
The holders of Series E Preferred Stock shall be paid pari passu with the holders of Common Stock with respect to payment of dividends and rights upon liquidation and shall have no voting rights. In addition, as further described in the Series E Designation, as long as any of the shares of Series E Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the holders of a majority of the then outstanding shares of Series E Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series E Preferred Stock or alter or amend this Series E Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the holders of the Series E Preferred Stock, (c) increase the number of authorized shares of Series E Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
Each share of Series E Preferred Stock shall be convertible, at any time and from time to time at the option of the holder of such shares, into that number of shares of Common Stock determined by dividing the Series E Stated Value by the Conversion Price, subject to certain beneficial ownership limitations.
During the three and six months ended June 30, 2026 and 2025, there was no activity in the Series E Preferred stock.
Series F Convertible Preferred Stock
The Company has designated 5,500,000 shares of Series F Convertible Preferred stock and has 2,283 shares issued and outstanding as of June 30, 2026.
The shares of Series F Preferred Stock have a stated value of $1,000 per share and are convertible into Common Stock at the election of the holder of the Series F Preferred Stock, at any time following the Original Issue Date at a price of $20 per share, subject to adjustment. Each holder of Series F Preferred Stock shall be entitled to receive, with respect to each share of Series F Preferred Stock then outstanding and held by such holder, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Preferred Stock.
The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders and the holders of Common Stock shall vote together and not as separate classes. Moreover, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
On January 2, 2025, 2 investors converted 835 shares of Preferred Series F stock into 8,350 shares of common stock.
On October 30, 2025, the remaining Series F Preferred shareholders approved to amend the Preferred Series F Certificate of Designation to reduce the conversion price from $100 to $20.
During the three and six months ended June 30, 2026, there was no activity in the Series F Preferred stock.
Series G Convertible Preferred Stock
The Company has designated 500,000 shares of Series G Convertible Preferred stock and has 16,979 shares issued and outstanding as of June 30, 2026.
The shares of Series G Preferred Stock have a stated value of $750 per share and are convertible into Common Stock at the election of the holder of the Series G Preferred Stock, at any time following the Original Issue Date at a price of $20.00 per share, subject to adjustment. Each holder of Series G Preferred Stock shall be entitled to receive, with respect to each share of Series G Preferred Stock then outstanding and held by such holder, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Preferred Stock.
The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders and the holders of Common Stock shall vote together and not as separate classes. Moreover, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder.
The Series G Preferred Stock contains a full-ratchet anti-dilution provision. If the Company issues Common Stock or Common Stock Equivalents at an effective price below the then-current conversion price (a "Dilutive Issuance"), the conversion price is automatically reduced to equal that lower price (the "Base Conversion Price"), effective simultaneously with, or upon announcement of, such issuance. This adjustment applies to variable rate or floating-price instruments as well, using the lowest actual conversion or exercise price at the time of conversion/exercise. Exempt Issuances are excluded from triggering an adjustment. The Company is required to notify the Holder of any Dilutive Issuance no later than the following Trading Day.
During the three months ended March 31, 2025, 5 investors purchased 238 shares of Series G Preferred stock for proceeds to the Company of $175,000, and also received 8,825 warrants to purchase the Company’s common stock at an exercise price of $20.00.
During the three months ended March 31, 2025, 22 investors purchased 1,419 shares of Series G Preferred stock for proceeds to the Company of $1,056,000. These purchases were made in conjunction with the Company’s acquisition of Flewber Global, Inc. Additionally, 24 debt holders of Flewber Global, Inc. were issued 9,475 shares of Series G Preferred stock with a fair value of $6,395,625 to eliminate their debt in Flewber Global, Inc. as part of the acquisition purchase price. See Acquisition of Flewber Global, Inc. in Note 10 – Acquisitions, Investments and Disposals for further details on the acquisition structure.
During the three months ended June 30, 2025, the Company issued 267 shares of Series G Preferred stock with a fair value of $78,899 to a consultant as payment for services.
On April 22, 2025, the Company issued 640 shares of Series G Preferred stock with a fair value of $192,000 to settle an outstanding payable of $480,000 for the office at 419 Lafayette Street, resulting in a gain on settlement of vendor liabilities of $288,000. See Lease Agreements for more information on the settlement of this liability.
On September 16, 2025, a lender converted $100,000 in notes payable into 134 shares of Series G Preferred with a fair market value of $28,140, resulting in a loss on conversion of $71,680.
On September 16, 2025, a shareholder in Fly Flyte, Inc. entered into a Conversion Agreement with the Company whereby they exchanged 10% ownership interest in the entity Fly Flyte, Inc., previously purchased for $100,000, into 134 shares of Preferred Series G. The 10% ownership interest in Fly Flyte, Inc. was returned to Creatd, Inc.
On November 4, 2025, a lender converted $936,608 from the First March 13 Loan Agreement into 1,249 shares of Series G Preferred with a fair value of $936,608. Additionally, the Company issued 134 shares of Series G Preferred with a fair value of $28,844 for additional consideration. This was recorded as a $28,844 loss on extinguishment of debt.
On November 5, 2025, the Company issued 217 shares of preferred stock with an aggregate fair value of $44,594 as consideration for consulting services performed.
On November 5, 2025, a lender converted $92,512, including interest, from the First April 2 Loan Agreement and the November 22 Loan Agreement into 125 total shares of Series G Preferred with a fair value of $92,512.
On November 7, 2025, the Company issued consultants 367 shares with a fair value of $88,080 for services provided to the Company.
On November 9, 2025, in connection with the issuance of the First Tranche of the Uplist Financing (see Note 6 – Convertible Notes Payable), a Dilutive Issuance occurred, triggering the full-ratchet anti-dilution provision described above. As a result, the conversion price for all outstanding shares of Series G Preferred Stock was repriced from $20.00 to $10.00 per share, effective as of that date.
In May 2026, a holder converted 301 shares of Series G Preferred Stock into 22,575 shares of common stock in accordance with the conversion terms of the Series G Preferred Stock.
Series H Convertible Preferred Stock
The Company has designated 50,000 shares of Series H Convertible Preferred stock and has 3,156 shares issued and outstanding as of June 30, 2026.
The shares of Series H Preferred Stock have a stated value of $100 per share and are convertible into Common Stock at the election of the holder of the Series H Preferred Stock, at any time following the Original Issue Date at a price of $5.14 per share, subject to adjustment. Each holder of Series H Preferred Stock shall be entitled to receive, with respect to each share of Series H Preferred Stock then outstanding and held by such holder, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Preferred Stock.
The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders and the holders of Common Stock shall vote together and not as separate classes. Moreover, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. The “Beneficial Ownership Limitation” shall be 4.99% (or, upon election by a Holder prior to the issuance of any shares of Preferred Stock, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder.
The Series H Preferred Stock contains a full-ratchet anti-dilution provision. If the Company issues Common Stock or Common Stock Equivalents at an effective price below the then-current conversion price (a "Dilutive Issuance"), the conversion price is automatically reduced to equal that lower price (the "Base Conversion Price"), effective simultaneously with, or upon announcement of, such issuance. This adjustment applies to variable rate or floating-price instruments as well, using the lowest actual conversion or exercise price at the time of conversion/exercise. Exempt Issuances are excluded from triggering an adjustment. The Company is required to notify the Holder of any Dilutive Issuance no later than the following Trading Day. There were no events that occurred during the six months ended June 30, 2026 and 2025 triggering the anti-dilution provision.
During the three months ended June 30, 2026, a holder converted 642 shares of Series H Preferred Stock into 12,491 shares of common stock in accordance with the conversion terms of the Series H Preferred Stock.
Series I Convertible Preferred Stock
The Company has designated 100,000 shares of Series I Convertible Preferred stock and has 37,812 shares issued and outstanding as of June 30, 2026.
The shares of Series I Preferred Stock have a stated value of $100 per share and are convertible into Common Stock at the election of the holder of the Series I Preferred Stock, at any time beginning 18 months after the Original Issue Date, at a price of $20.00 per share, subject to adjustment. Each holder of Series I Preferred Stock shall be entitled to receive, with respect to each share of Series I Preferred Stock then outstanding and held by such holder, dividends on shares of Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares
of the Common Stock when, as and if such dividends are paid on shares of the Common Stock. No other dividends shall be paid on shares of Preferred Stock.
The Series I Preferred Stock contains a full-ratchet anti-dilution provision. If the Company issues Common Stock or Common Stock Equivalents at an effective price below the then-current conversion price (a "Dilutive Issuance"), the conversion price is automatically reduced to equal that lower price (the "Base Conversion Price"), effective simultaneously with, or upon announcement of, such issuance. This adjustment applies to variable rate or floating-price instruments as well, using the lowest actual conversion or exercise price at the time of conversion/exercise. Exempt Issuances are excluded from triggering an adjustment. The Company is required to notify the Holder of any Dilutive Issuance no later than the following Trading Day.
The Holder shall be entitled to vote on an as-converted basis (subject to the Beneficial Ownership Limitation), together with the holders of Common Stock, with respect to any question upon which the holders of Common Stock have the right to vote, except as may be otherwise provided by applicable law. Except as otherwise expressly provided herein or as required by law, the Holders and the holders of Common Stock shall vote together and not as separate classes. Moreover, as long as any shares of Preferred Stock are outstanding, the Corporation shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Preferred Stock or alter or amend this Certificate of Designation, (b) amend its certificate of incorporation or other charter documents in any manner that adversely affects any rights of the Holders, (c) increase the number of authorized shares of Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of shares of Common Stock issuable upon conversion of Preferred Stock held by the applicable Holder. No adjustment, increase, or decrease in the Beneficial Ownership Limitation shall be permitted.
On June 27, 2025, the Company acquired 25% of equity in PCG Advisory, Inc. As consideration for this acquisition, PCG Advisory, Inc. received 12,500 shares of the Company’s Series I Preferred stock with a fair value of $456,250. This minority equity investment was booked in Minority interest in business on the condensed consolidated balance sheets at cost.
On June 27, 2025, the Company acquired 25% of equity in PRISM Media Holdings, Inc. As consideration for this acquisition, PRISM Media Holdings, Inc. received 5,000 shares of the Company’s Series I Preferred stock with a fair value of $182,500. This minority equity investment was booked in Minority interest in business on the condensed consolidated balance sheets at cost.
On June 27, 2025, the Company acquired 25% of equity in PRISM MediaWire, Inc. As consideration for this acquisition, PRISM MediaWire, Inc. received 2,500 shares of the Company’s Series I Preferred stock with a fair value of $91,250. This minority equity investment was booked in Minority interest in business on the condensed consolidated balance sheets at cost.
On June 27, 2025, the Company acquired 20% of equity in AIRHub, Inc. As consideration for this acquisition, AIRHub, Inc. received 3,000 shares of the Company’s Series I Preferred stock with a fair value of $109,500. This minority equity investment was booked in Minority interest in business on the condensed consolidated balance sheets at cost.
On June 30, 2025, the Company issued 14,812 shares of Series I Preferred stock with a fair value of $592,465 to Marc Sellouk, CEO of Fly Flyte, Inc. as part of a retention bonus after the Company’s acquisition of the former parent, Flewber Global, Inc. in February of 2025. See Stock based compensation under Common Stock below for more details on this overall retention package.
On November 9, 2025, in connection with the issuance of the First Tranche of the Uplist Financing (see Note 6 – Convertible Notes Payable), a Dilutive Issuance occurred, triggering the full-ratchet anti-dilution provision described above. As a result, the conversion price for all outstanding shares of Series I Preferred Stock was repriced from $20.00 to $10.00 per share, effective as of that date.
During the three and six months ended June 30, 2026, there were no shares of Series I Preferred stock issued.
Common Stock
Shares issued for settlement of liabilities
On January 2, 2025, the Company issued 40 shares with a fair value of $264 to a vendor to settle $800 in outstanding liabilities, resulting in a gain on settlement of debt of $536.
On January 17, 2025, the Company issued 500 shares at a fair value of $5,800 to settle $5,800 in outstanding liabilities.
On March 4, 2025, the Company issued 207 shares at a fair value of $3,094 to settle $1,250 in outstanding liabilities, resulting in a loss on settlement of debt of $1,844.
On June 25, 2025, the Company issued 18,600 shares to 2 employees of Fly Flyte, Inc. at a fair value of $127,968 to settle $372,000 in outstanding liabilities, resulting in a gain on settlement of debt of $244,032.
Shares issued for settlement of compensation to employees and consultants
On September 16, 2025, the Company entered into a Conversion Agreement with a consultant, pursuant to which the consultant’s balance of $36,820 in accrued payables owed to the consultant by Fly Flyte, Inc. was settled through the issuance of stock options under the Company’s 2025 Omnibus Securities and Incentive Plan. Under the terms of the agreement, the Company converted the full amount of the accrued payroll liability into 5,406 fully vested stock options with an exercise price of $7.40 per share and 12,500 additional stock options at the same exercise price that vest as follows: 3,125 on March 31, 2026, 3,125 on June 30, 2026, 3,125 on September 30, 2026, and 3,125 on December 31, 2026, with a 10-year term expiring September 16, 2035. The options cumulatively have a fair value of $100,271. As a result, the Company recognized $40,000 of stock compensation expense for the year ended December 31, 2025, and $34,158 for the six months ended June 30, 2026. The Company has $13,132 remaining to be expensed throughout the year ending December 31, 2026.
Common stock issued for financing fees

On February 7, 2025, the Company issued 92 shares of common stock with a fair value of $2,122 to an investor for fees and penalties associated with a convertible note.
Shares issued for acquisition of consolidated subsidiary
On February 27, 2025, the Company issued 52,807 shares of common stock with a fair value of $950,526 to the shareholders of Flewber Global, Inc. in exchange for their equity in Flewber Global, Inc. as part of the acquisition of that entity. See Acquisition of Flewber Global, Inc. in Note 10 – Acquisitions, Investments and Disposals for further details on the acquisition structure.
Cash received for common stock
During February 2025, 13 investors purchased 13,807 shares of Common stock for proceeds to the Company of $276,140. These purchases were made in conjunction with the Company’s acquisition of Flewber Global, Inc. See Acquisition of Flewber Global, Inc. in Note 10 – Acquisitions, Investments and Disposals for further details on the acquisition structure.
Stock based compensation in Creatd, Inc.
On January 6, 2025, the Company issued 2,433 shares with a fair value of $22,377 to a vendor for services rendered.
On February 6, 2025, the Company issued 6,250 shares with a fair value of $131,250 to a vendor for services rendered for a service contract of 6 months. $109,250 of this was recognized in the current period, and $21,875 was recognized as prepaid expenses.
On February 27, 2025, the Company issued 25,000 shares with a fair value of $450,000 to Marc Sellouk, CEO of Flewber Global, Inc., as part of a retention package associated with the Company’s acquisition of that entity. Under this agreement, these 25,000 shares were to be issued at acquisition in exchange for his equity in Flewber Global, Inc. and another 23,442 shares, as well as 14,812 shares of Preferred Series I stock, were to be issued on June 30, 2025, if Mr. Sellouk’s employment at the Company continued through that date. Mr. Sellouk continued his employment with the Company, and
on June 30, 2025, the Company issued the additional 23,442 shares of Common stock with a fair value of $187,583 and the 14,812 shares of Preferred Series I stock with a fair value of $592,465 under this agreement.
On October 31, 2025, the Company issued 10,000 shares to a vendor with a total fair value of approximately $60,000 in exchange for $68,000 in services to be provided. The expense was recorded to prepaid expense and is being recognized over the service term. During the three and six months ended June 30, 2026, the Company recognized $10,276 and $40,110, respectively, in stock based compensation related to these services. The remaining prepaid balance related to this transaction is $0 as of June 30, 2026.
On November 1, 2025, the Company issued 2,500 shares at a fair value of $15,000 for consulting services provided during the fourth quarter of 2025.
On December 1, 2025, the Company issued 2,686 shares at a fair value of $22,557 to settle $20,000 in outstanding liabilities, resulting in a loss on settlement of debt of $2,557.
On December 5, 2025, the Company issued 10,000 shares with a fair value of $105,200 to consultants for services rendered. The expense was recorded to prepaid expense and is being recognized over the service term. During the three months ended March 31, 2026 and 2025, the Company recognized $73,395 and $0, respectively, in stock based compensation related to these services. The prepaid balance related to this transaction has been fully amortized as of March 31, 2026.
On December 8, 2025, the Company issued 5,000 shares with a fair value of $59,900 to consultants for services rendered. The expense was recorded to prepaid expense and is being recognized over the service term. During the three and six months June 30, 2026 and 2025, the Company recognized $22,185 and $44,370, respectively, in stock based compensation related to these services. The remaining prepaid balance related to this transaction is $9,860 as of June 30, 2026.
On January 1, 2026, the Company issued 1,819 shares with a fair value of $20,737 to consultants for services rendered.
Additional stock based compensation was provided in the form of options and warrants. See Stock Options and Warrants further below within this note.
Stock based compensation in consolidated subsidiaries
On September 9, 2025, Fly Flyte, Inc. and Ponderosa Air LLC entered into a Side Letter Agreement with SEG Jets, LLC (“SEG Jets”), the lessor of the 2020 Cirrus Design Corp. SF50 aircraft that is being leased by the Company pursuant to an Exclusive Aircraft Dry Lease Agreement. Under the terms of the Side Letter Agreement, Fly Flyte, Inc. agreed to issue to SEG Jets, or its designees, 19.98% of the issued and outstanding common stock of Fly Flyte, Inc. as of the date of the agreement as consideration for strategic business cooperation. The stock has a fair value of $2.89 million and was recorded as stock based compensation on the consolidated statement of operations and comprehensive loss.
On December 26, 2025, Vocal, Inc. issued an additional 21.73% of its outstanding equity, in the form of shares of Common Stock, to certain officers, employees, and consultants involved with the operations of Vocal. In connection with this issuance, 40,404 shares were issued with an aggregate fair value of approximately $78,010, which was satisfied through the application of accrued payroll obligations. As a result of the issuance, the Company’s ownership interest in Vocal, Inc. decreased from 41.73% to 20.00%.
On December 26, 2025, OG Collection, Inc. issued an additional 24.00% of its outstanding equity, in the form of shares of Common Stock, to certain officers, employees, and consultants involved with the operations of OG Collection. In connection with this issuance, 480,000 shares were issued with an aggregate fair value of approximately $57,600, which was satisfied through the application of accrued payroll obligations. As a result of the issuance, the Company’s ownership interest in OG Collection, Inc. decreased from 44.00% to 20.00%.
Shares issued for acquisition of marketable securities
On May 6, 2025, the Company acquired 17,000,000 shares in MineralRite Corporation, in exchange for 4,500 shares of the Company’s common stock.
Exercise of warrants to stock
Between February 12, 2025, and February 26, 2025, the Company issued 224,820 shares of common stock pursuant to the cashless exercise of warrants.
On June 23, 2025, the Company issued 100 shares of common stock pursuant to the exercise of warrants for gross proceeds of $2,000.
On June 30, 2025, the Company issued 10,000 shares of common stock pursuant to the cashless exercise of warrants.
On October 21, 2025, the Company issued 110,450 shares of common stock pursuant to the cashless exercise of warrants.
On December 31, 2025, the Company issued 22,500 shares of common stock pursuant to the cashless exercise of warrants.
During May 2026, the Company issued 114,190 shares of common stock pursuant to the cashless exercise of warrants.
Exchange of warrants for common stock
During May 2026, the Company exchanged 427,768 outstanding warrants, which were classified within stockholders' equity, for 427,768 shares of common stock on a one for one basis. No cash was paid by either party, and no terms of any warrant that remained outstanding were modified.
The fair value of the common stock issued exceeded the fair value of the warrants surrendered, measured for each warrant at its exchange date using the Black Scholes option pricing model. The effect of the exchange was $27,457. Because the holders participated in their capacity as holders of the Company's equity instruments, the Company recognized that amount as a deemed dividend within stockholders' equity, reducing income available to common stockholders in the computation of basic and diluted loss per share.
Deemed dividends of $384,700 were recognized during the three and six months ended June 30, 2026, consisting of the effect of the exchange described above and the value of the effect of down round features triggered under the Company's warrant agreements.
Shares issued for rounding in reverse stock split
On February 24, 2026, the Company effectuated a 1-for-20 reverse stock split. 10,577 shares were issued pursuant to rounding from the reverse stock split.
Mezzanine Equity
On August 18, 2023, The Company commenced a Regulation CF offering to raise funds at the subsidiary level by issuing convertible preferred stock in Vocal, Inc., a subsidiary of Creatd, Inc. The offering closed in February 2024, with a total of 12,204 shares sold for proceeds to the Company of $84,790. Prior to this offering, a total of 100,000,000 shares were issued and outstanding, owned by the Company.
As of June 30, 2026 and December 31, 2025, these amounts are classified under mezzanine equity on the condensed consolidated balance sheets.
The preferred stock issued carries limited rights, including no voting rights unless converted into common stock, a fixed liquidation preference, a quarterly dividend right based on the subsidiary’s GAAP net revenues, and a redemption right exercisable after five years at a fixed face value. The preferred stock converts into common stock at a conversion price of $12.00.
Repurchase of Noncontrolling Interests
In May 2026, the Company repurchased noncontrolling interests in its consolidated subsidiaries Vocal, Inc. and OG Collection, Inc., increasing its ownership of each subsidiary from 20% to 51%. The Company repurchased 31% of Vocal on May 7, 2026 for cash consideration of $111,291 (21.73% common and 9.27% Series A preferred), and 31% of OG Collection on May 20, 2026 for cash consideration of $74,400 (24% common and 7% Series A preferred). Each repurchase
was approved by the Company's Board of Directors by unanimous written consent. Series A preferred shares acquired convert one-for-one into common shares held by the Company.

Because the Company retained a controlling financial interest in each subsidiary, the repurchases were accounted for as equity transactions in accordance with ASC 810-10-45-23. No gain or loss was recognized, and the assets and liabilities of the subsidiaries were not remeasured. The carrying amount of the noncontrolling interest was reduced for the interest repurchased, and the difference between the cash consideration paid and that reduction was recorded in additional paid-in capital attributable to the Company. The aggregate cash consideration of $185,691 equaled the carrying amount of the noncontrolling interests derecognized, and the resulting adjustment to additional paid-in capital attributable to the Company was not material.

The selling holders included officers and directors of the Company and its subsidiaries; accordingly, the repurchases are related-party transactions. Of the aggregate $185,691 of consideration, $173,316 was paid to officers and directors, and the remainder was paid to an employee who is not a related party. See Note 7 – Related Party. No amounts remained payable to the selling holders as of June 30, 2026.
Stock Options

The assumptions used for options granted during the six months ended June 30, 2026, are as follows:
June 30, 2026
Exercise Price
$6.00- $12.00
Expected dividends0%
Expected volatility
322.65% - 322.94%
Risk free interest rate
4.04% - 4.51%
Expected life of option10
The following is a summary of the Company’s stock option activity:
OptionsWeighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Life
(in years)
Balance – December 31, 2025 – outstanding569,922$36.05 9.06
Granted1,283,5009.46 9.46
Exercised- — -
Forfeited/Cancelled- — -
Expired(51)90,876 -
Balance – June 30, 2026 – outstanding1,853,37115.13 9.31
Balance – June 30, 2026 – exercisable1,834,726$14.67 9.31

Options OutstandingOptions Exercisable
Weighted
Average
Exercise Price		Number
Outstanding		Weighted
Average
Remaining
Contractual
Life
(in years)		Weighted
Average
Exercise Price		Number
Exercisable		Weighted
Average
Remaining
Contractual
Life (in years)
$15.13 1,853,3719.31$14.67 1,834,7269.31
The Company maintains the 2026 Omnibus Securities and Incentive Plan (the "2026 Plan"), which the Board of Directors adopted by unanimous written consent on January 10, 2026 under the authority of the Company's shareholder-approved
2024 Omnibus Securities and Incentive Plan. The 2026 Plan authorizes the issuance of up to 1,754,368 common share equivalents, which may be granted as incentive stock options, non-qualified stock options, restricted share awards, restricted share unit awards, share appreciation rights, tandem share appreciation rights, performance unit awards, distribution equivalent rights, and unrestricted share awards, to employees, directors, and consultants of the Company. The 2026 Plan is administered by the committee designated by the Board, which determines the recipients, award type, size, vesting, and other terms of each award. Stock options granted under the 2026 Plan have an exercise price not less than the fair market value of a common share on the grant date and a maximum term of ten years.
Awards under the 2026 Plan are granted in tranches authorized by the Board from time to time.
On September 25, 2025, the Company’s Board voted to lower the exercise price of 466,162 stock options from their current exercise prices to $5.00. As the fair value of the options after this modification was greater than the fair value previously recorded, no additional compensation expense was recorded.
As of June 30, 2026, outstanding options and exercisable options had an aggregate intrinsic value of $426,264, based on the per share market price of $5.25 of the Company’s common stock as of such date.
Stock-based compensation for stock options has been recorded in the condensed consolidated statements of operations and comprehensive loss and totaled $1,402,634 and $12,566,135, and, $1,521,104 and $2,319,521, for the three and six months ended June 30, 2026 and 2025, respectively.
As of June 30, 2026, there was $61,854 of total unrecognized compensation expense related to unvested employee options granted under the Company’s share-based compensation plans.
Warrants
The Company applied fair value accounting for all share-based payments awards. The fair value of each warrant granted is estimated on the date of grant using the Black-Scholes option-pricing model.
Warrant Activities
The assumptions used for warrants granted during the six months ended June 30, 2026, are as follows:
June 30, 2026
Exercise Price
$5.14 - $10.00
Expected dividends—%
Expected volatility
322.86% - 323.02%
Risk free interest rate
3.78% - 4.25%
Expected life of warrants
1.81 - 4.39 years
The following is a summary of the Company’s warrant activity: 
WarrantsWeighted
Average
Exercise
Price		Weighted
Average
Remaining
Contractual
Life
(in years)
Balance – December 31, 2025 – outstanding2,401,378$12.51 3.55
Granted67,29210.00 5.00
Exercised(427,768)— —
Forfeited/Cancelled(102)— —
Balance – June 30, 2026 – outstanding2,040,800$11.42 3.23
Balance – June 30, 2026 – exercisable2,040,800$11.42 3.23
Warrants OutstandingWarrants Exercisable
Weighted
Average
Exercise Price		Number
Outstanding		Weighted
Average
Remaining
Contractual
Life
(in years)		Weighted
Average
Exercise Price		Number
Exercisable		Weighted
Average
Remaining
Contractual
Life
(in years)
$11.42 2,040,8003.23$11.42 2,040,8003.23
On February 27, 2025, the Company issued 375,503 warrants with an exercise price of $20.00 and a cumulative fair value of $6,726,164 as part of the acquisition of Flewber Global, Inc. This fair value was treated as part of the purchase price for Flewber Global, Inc. See Note 10 – Acquisitions, Investments and Disposals for further details on the acquisition structure.
During February 2025, a total of 82,289 warrants with a fair value of $1,363,243 were issued with the sale of common and preferred stock not associated with the acquisition of Flewber Global, Inc., the conversion of promissory notes, or as stock based compensation.
During the three and six months ended June 30, 2026, 384,700 of deemed dividend was recorded to the condensed consolidated statements of operations and comprehensive loss. During the three and six months ended June 30, 2025, 51,673 and 1,363,254, respectively, of deemed dividend was recorded to the condensed consolidated statements of operations and comprehensive loss.
During the three and six months ended June 30, 2026, warrants of 0 and 58,594, respectively, were issued with convertible notes. Using a relative fair value allocation, $238,170 was allocated to the warrants and recorded as a debt discount, which is being amortized over the life of the related notes.
During the six months ended June 30, 2026, a total of 2,000 warrants with a fair value of $20,540 were issued as compensation to a consultant. The expense was recorded to prepaid expense and is being recognized over the service term. During the three and six months ended June 30, 2026 and 2025, the Company recognized $5,121 and $7,653, and, $0, respectively, in stock based compensation related to these services. The remaining prepaid balance related to this transaction is $12,887 as of June 30, 2026.
During the three months ended June 30, 2026, the Company exchanged 427,768 outstanding warrants, which were classified within stockholders' equity, for 427,768 shares of common stock on a one for one basis. No cash was paid by either party, and no terms of any warrant that remained outstanding were modified.