M&A - CREATIVE REALITIES, INC.

Form Type: 424B5

Filing Date: 2025-03-17

Corporate Action: Merger

Type: New

Accession Number: 000143774925007824

Filing Summary: Creative Realities, Inc. is offering warrants to purchase 777,800 shares of common stock at an exercise price of $3.25 per share as part of a Settlement Agreement related to a merger with Reflect Systems, Inc. The merger was completed on February 17, 2022 and involves additional contingent payments known as Guaranteed Consideration, calculated based on the stock price on February 17, 2025. The Settlement Agreement, entered to resolve disputes over the Guaranteed Price, eliminates the obligation to pay any additional Guaranteed Consideration, subject to the issuance of the warrants and a $3,000,000 cash payment plus a $4,000,000 promissory note to the former Reflect stockholders. These Settlement Warrants are directly offered to the former Reflect stockholders without underwriting and will not be listed on any exchange. As of March 11, 2025, Creative Realities' stock price was $1.70, and its outstanding shares totaled 10,446,659, with a public float value of $24,087,114.84.

Form Type: 8-K

Filing Date: 2025-03-17

Corporate Action: Merger

Type: Update

Accession Number: 000143774925007826

Filing Summary: On March 14, 2025, Creative Realities, Inc. entered into a Settlement Agreement and Fifth Amendment to its Merger Agreement with Reflect Systems, Inc., resolving disputes regarding Guaranteed Consideration following a merger completed on February 17, 2022. The Settlement Agreement terminated the Company’s obligation to pay the aforementioned consideration, in exchange for a $3 million cash deposit to be distributed to former Reflect stockholders, a $4 million Promissory Note, and warrants to purchase 777,800 shares of common stock at an exercise price of $3.25 each. The Promissory Note requires monthly interest payments starting April 2025 and principal payments commencing October 2025, with a balloon payment due in September 2027. The Settled Warrants are exercisable immediately and expire in six years. Further, a Consent Agreement was executed with First Merchants Bank to waive negative covenants affected by this settlement. Related legal opinions have been filed as exhibits. Additionally, a press release regarding these developments was issued on March 17, 2025.

Form Type: 8-K

Filing Date: 2025-02-24

Corporate Action: Merger

Type: Update

Accession Number: 000143774925004829

Filing Summary: On February 23, 2025, Creative Realities, Inc. completed a Fourth Amendment to its Merger Agreement with Reflect Systems, Inc. and RSI Exit Corporation. This amendment delays the timeline for former Reflect stockholders to submit written demands for "Guaranteed Consideration" under the Merger Agreement. Initially, this was set to begin on February 24, 2025, but has now been postponed to start on March 17, 2025, thereby extending the submission period.