Exhibit 4.1


 


DESCRIPTION OF THE REGISTRANT’S SECURITIES


REGISTERED PURSUANT TO SECTION 12 OF THE


SECURITIES EXCHANGE ACT OF 1934


 


As of December 31, 2021, Creatd, Inc. (“the
Company”) had two classes of security registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), our common stock, par value $0.001 per share (“Common Stock”), and a registered class of warrants, each to purchase
one share of Common Stock (the “Warrants”).


 


The following description of the Company’s
capital stock and provisions of its Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws are summaries
and are qualified by reference to the Company’s Second Amended and Restated Articles of Incorporation and Amended and Restated Bylaws,
each of which are incorporated by reference as an exhibit to the Annual Report on Form 10-K of which this Exhibit 4.1 is a part.


 


Description of Common Stock


 


The Company is authorized to issue 120,000,000
shares of capital stock, par value $0.001 per share, of which 100,000,000 are shares of common stock and 20,000,000 are shares of “blank
check” preferred stock. As of March 30, 2021, there were 10,870,774 shares of Common Stock issued and outstanding. There were no
shares of Preferred Stock issued or outstanding as of December 31, 2020.


 


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.


 


The holders of the Common Stock are entitled to
one vote per share. In addition, the holders of the Company’s common stock will be entitled to receive dividends ratably, if any,
declared by the Company’s board of directors out of legally available funds; however, the current policy of the board of directors
is to retain earnings, if any, for operations and growth. Upon liquidation, dissolution or winding-up, the holders of the Company’s
common stock are entitled to share ratably in all assets that are legally available for distribution. The holders of the Company’s
common stock have no preemptive, subscription, redemption or conversion rights. The rights, preferences and privileges of holders of the
Company’s common stock are subject to, and may be adversely affected by, the rights of the holders of any series of preferred stock,
which may be designated solely by action of the board of directors and issued in the future.


 


The Common Stock is listed on The Nasdaq Capital
Market under the trading symbol “CRTD”.


 


The Company’s transfer agent is VStock Transfer, LLC.


 


Description of Common Stock Purchase Warrants


 


Each Warrant entitles the holder to purchase one share of our Common
Stock at a price equal to $9.00 per share, subject to adjustment as set forth below, at any time until at 5:00 p.m., New York City time,
on [September 15, 2025].


 


The material provisions of the Warrants are set forth herein and a
copy of the Warrant Agent Agreement has been filed as an exhibit to the Annual Report for year ended December 31, 2020 on Form 10-K (the
“Warrant Agent Agreement”). The Company and the Warrant Agent (as defined in the Warrant Agent Agreement”) may amend
or supplement the Warrant Agent Agreement without the consent of any holder for the purpose of curing any ambiguity, or curing, correcting
or supplementing any defective provision contained therein or adding or changing any other provisions with respect to matters or questions
arising under the Warrant Agent Agreement as the parties thereto may deem necessary or desirable and that the parties determine, in good
faith, shall not adversely affect the interest of the holders. All other amendments and supplements shall require the vote or written
consent of holders of at least 50.1%. The exercise price and number of shares of Common Stock issuable upon exercise of the Warrants may
be adjusted in certain circumstances, including in the event of a stock dividend, extraordinary dividend on or recapitalization, reorganization,
merger or consolidation.


 






     


     


    

 


The Warrants may be exercised upon surrender of the warrant certificate
on or prior to the expiration date at the offices of the Warrant Agent, with the exercise form attached to the warrant certificate completed
and executed as indicated, accompanied by full payment of the exercise price, by certified or official bank check payable to us, for the
number of Warrants being exercised. The Warrant holders do not have the rights or privileges of holders of Common Stock and any voting
rights until they exercise their Warrants and receive shares of Common Stock. After the issuance of shares of Common Stock upon exercise
of the Warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by stockholders.


 


No Warrants will be exercisable unless at the time of the exercise
a prospectus or prospectus relating to Common Stock issuable upon exercise of the Warrants is current and the Common Stock has been registered
or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the Warrants. Under the terms
of the Warrant Agent Agreement, we have agreed to use our best efforts to maintain a current prospectus or prospectus relating to Common
Stock issuable upon exercise of the Warrants until the expiration of the Warrants. If we are unable to maintain the qualification or effectiveness
of such registration statement until the expiration of the Warrants, and therefore are unable to deliver registered shares of Common Stock,
the Warrants may become worthless. Additionally, the market for the Warrants may be limited if the prospectus or prospectus relating to
the Common Stock issuable upon exercise of the Warrants is not current or if the Common Stock is not qualified or exempt from qualification
in the jurisdictions in which the holders of such warrants reside. In no event will the registered holders of a Warrant be entitled to
receive a net-cash settlement, stock or other consideration in lieu of physical settlement in shares of our Common Stock.


 


No fractional
shares of Common Stock will be issued upon exercise of the Warrants. If, upon exercise of the Warrants, a holder would be entitled to
receive a fractional interest in a share, we will, upon exercise, round up to the nearest whole number the number of shares of Common
Stock to be issued to the Warrant holder. If multiple Warrants are exercised by the holder at the same time, we will aggregate the number
of whole shares issuable upon exercise of all the Warrants. 


 


The Warrants are listed on The Nasdaq Capital
Market under the trading symbol “CRTDW”. The Company’s transfer agent is VStock Transfer, LLC.


 


Applicable Anti-Takeover Law


 


Set forth below is a summary of provisions in
our Articles of Incorporation and the Bylaws that could have the effect of delaying or preventing a change in control of the Company.
The following description is only a summary and it is qualified by refence our Articles of Incorporation, Bylaws and relevant provisions
of the Nevada Revised Statutes.


 


No Cumulative Voting


 


Our Articles of Incorporation and the Bylaws do
not provide holders of our Common Stock cumulative voting rights in the election of directors. The absence of cumulative voting could
have the effect of preventing stockholders holding a minority of our shares of Common Stock from obtaining representation on our Board
of Directors. The absence of cumulative voting might also, under certain circumstances, render more difficult or discourage a merger,
tender offer or proxy contest favored by a majority of our stockholders, the assumption of control by a holder of a large block of our
stock or the removal of incumbent management.