CREX

crex20251109_8k.htm

false 0001356093

0001356093

2025-11-06 2025-11-06

--12-31

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): November 6, 2025

CREATIVE REALITIES, INC.

(Exact name of registrant as specified in its charter)

Minnesota

001-33169

41-1967918

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

13100 Magisterial Drive, Suite 102, Louisville, KY

40223

(Address of principal executive offices)

(Zip Code)

(502) 791-8800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.01 per share

CREX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Credit Agreement

On November 6, 2025 (the “Refinancing Date”), Creative Realities, Inc. (the “Company”) and certain of its subsidiaries (collectively, the “Borrowers”), entered into a Credit Agreement (the “Credit Agreement”) with the other loan parties signatory thereto (the “Loan Parties”), the financial institutions or other entities from time to time parties thereto (the “Lenders”), and First Merchants Bank, an Indiana bank, as Agent for the Lenders (“Agent”).

The Credit Agreement amends and restates in its entirety the existing credit agreement with Agent dated as of May 23, 2024, as amended. The Credit Agreement provides the Borrowers with a $36 million term loan (the “Term Loan”) and a $22.5 million revolving credit facility (the “Revolver”), subject to the terms and conditions set forth in the Credit Agreement. The Term Loan and Revolver are further subject to the terms of the Term Loan Promissory Notes and Revolving Credit Promissory Notes executed in favor of the Lenders on the Refinancing Date, forms of which are included as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K.

The Borrowers used a portion of the proceeds from the Term Loan to finance a portion of the purchase price for the CDM Acquisition (as defined below), and may use additional proceeds of the Term Loan and Revolver to refinance certain indebtedness of the Borrowers, for working capital and for other general corporate purposes.

The advance rate under the Revolver is 85% of the book value of the Borrowers’ eligible accounts, plus 60% of the book value of Borrower’s eligible inventory, less certain accounts payable and reserves.

The credit facility matures on November 6, 2028, subject to any earlier default under the Credit Agreement (the “Maturity Date”). The Revolver and Term Loan accrue interest at floating rates equal to the 1-month Term SOFR, plus 0.11%, plus a floating margin ranging from 2.75% to 3.25% and 3.00% to 3.50%, respectively, that adjusts quarterly, depending upon the Borrowers’ Senior Funded Debt to Adjusted EBITDA Ratio (as defined in the Credit Agreement). The floating margins are determined as follows:

Senior Funded

Debt to

Adjusted

EBITDA Ratio

Floating Margin—

Revolver

Floating Margin—

Term Loan

< 2.50x

2.75 %

3.00 %

≥ 2.50x

3.25 %

3.50 %

The credit facility is fully guaranteed by the Company’s wholly owned subsidiary, Creative Realities Canada, Inc, an Ontario corporation (the “Guarantor), pursuant to a guarantee (the “Guaranty”). The credit facility is secured by all assets of the Borrowers and the Guarantor pursuant to amended and restated security agreements executed by the Borrowers and/or the Guarantor, as applicable (collectively, the “Security Agreements”).

The Credit Agreement requires the Borrowers to comply with certain financ

crex20250812_8k.htm

false 0001356093

0001356093

2025-08-13 2025-08-13

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): August 13, 2025

CREATIVE REALITIES, INC.

(Exact name of registrant as specified in its charter)

Minnesota

001-33169

41-1967918

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

13100 Magisterial Drive, Suite 102, Louisville, KY

40223

(Address of principal executive offices)

(Zip Code)

(502) 791-8800

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.01 per share

CREX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 13, 2025, Creative Realities, Inc. issued a press release announcing its financial condition and results of operations for the three and six months ended June 30, 2025. A copy of the press release is furnished as Exhibit 99.1. The information in this Current Report on Form 8-K, including the information contained in the press release furnished as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statement and Exhibits.

(d)         Exhibits

Exhibit No.

Description

99.1

Press Release dated August 13, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 13, 2025

Creative Realities, Inc

By:

/s/ David Ryan Mudd

David Ryan Mudd

Interim Chief Financial Officer

crex20250508_8k.htm

false 0001356093

0001356093

2025-05-14 2025-05-14

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (date of earliest event reported): May 14, 2025

CREATIVE REALITIES, INC.

(Exact name of registrant as specified in its charter)

Minnesota

001-33169

41-1967918

(State or other jurisdiction of

incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

13100 Magisterial Drive, Suite 102, Louisville, KY

40223

(Address of principal executive offices)

(Zip Code)

(502) 791-8800

(Registrant’s telephone number, including area code)

13100 Magisterial Drive, Suite 100, Louisville, KY 40223

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which

registered

Common Stock, par value $0.01 per share

CREX

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 14, 2025, Creative Realities, Inc. issued a press release announcing its financial condition and results of operations for the three months ended March 31, 2025. A copy of the press release is furnished as Exhibit 99.1. The information in this Current Report on Form 8-K, including the information contained in the press release furnished as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statement and Exhibits.

(d)         Exhibits

Exhibit No.

Description

99.1

Press Release dated May 14, 2025

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: May 14, 2025

Creative Realities, Inc

By:

/s/ David Ryan Mudd

David Ryan Mudd

Interim Chief Financial Officer