As filed with the Securities and Exchange Commission on September 10, 2020.
Registration Statement No. 333-238514
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
AMENDMENT NO. 5 TO:
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JERRICK MEDIA HOLDINGS, INC.
(to be renamed “Creatd Inc.”)
(Exact name of Registrant as specified in its charter)
Nevada | 7819 | 87-0645394 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
2050 Center Avenue Suite 640
Fort Lee, NJ 07024
Telephone: (201) 258-3770
(Address and telephone number of principal executive offices)
Jeremy Frommer
Chief Executive Officer
2050 Center Avenue Suite 640
Fort Lee, NJ 07024
Telephone: (201) 258-3770
(Name, address and telephone number of agent for service)
Copies to:
Andrea Cataneo, Esq. Richard A. Friedman, Esq. Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112 (212) 653-8700 | Joseph M. Lucosky, Esq. Scott E. Linsky, Esq. Lucosky Brookman LLP 101 Wood Avenue South, 5th Floor Woodbridge, NJ 08830 (732) 395-4400 |
Approximate Date of Commencement of Proposed Sale to the Public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ☐
EXPLANATORY NOTE
Jerrick Media Holdings, Inc. (the “Registrant”) is filing this Amendment No. 5 (the “Amendment”) to its Registration Statement on Form S-1 (Registration Statement No.333-238514) (the “Registration Statement”) to file Exhibits 1.1, 3.17, 4.22, 4.23, 5.1 and 23.2 (which is included in Exhibit 5.1). Accordingly, this Amendment consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page, Exhibits 1.1, 3.17, 4.22, 4.23, 5.1 and 23.2 (which is included in Exhibit 5.1). The remainder of the Registration Statement is unchanged and therefore has not been included in this Amendment.
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Item 16. Exhibits and Financial Statement Schedules.
(a) | Exhibits. |
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* | Filed herewith. |
** | Previously filed. |
+ | To be filed by amendment. |
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Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the Borough of Fort Lee, State of New Jersey, on the 10th day of September, 2020.
JERRICK MEDIA HOLDINGS, INC. | ||
By: | /s/ Jeremy Frommer | |
Name: | Jeremy Frommer | |
Title: | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Jeremy Frommer | Chief Executive Officer and Director | September 10, 2020 | ||
Jeremy Frommer | (Principal Executive Officer) | |||
* | Chief Financial Officer | September 10, 2020 | ||
Chelsea Pullano | (Principal Financial and Accounting Officer) | |||
* | Chairman of the Board | September 10, 2020 | ||
Mark Standish | ||||
* | Director | September 10, 2020 | ||
Mark Patterson | ||||
* | Director | September 10, 2020 | ||
Leonard Schiller | ||||
* | Director | September 10, 2020 | ||
Laurie Weisberg |
* By: | /s/ Jeremy Frommer | |
Jeremy Frommer, Attorney-in-fact |
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