Creative Realities Inc SEC Filings

Creative Realities, Inc. (CREX) agreed to acquire Cineplex’s CDM Business for approximately C$70,000,000, subject to customary adjustments and conditions, including financing and approval under Canada’s Competition Act. The company also entered into a private placement to sell 30,000 shares of Series A Convertible Preferred Stock for $30.0 million, with proceeds planned to fund a portion of the acquisition and for general corporate purposes. The preferred initially converts at a $3.00 price into up to 10,000,000 common shares, limited by a 19.99% Beneficial Ownership cap and an Exchange Cap of 2,102,734 shares unless shareholders approve additional issuance. A shareholder meeting is to be called within 90 days after closing to seek that approval.

The preferred carries a 5.25% dividend for five years, make‑whole protections on certain events, senior liquidation rights, and potential mandatory conversion after three years if EBITDA, leverage, and stock price thresholds are met. Investor rights include board expansion to seven and adding Thomas B. Ellis and Todd B. Hammer at closing, plus issuance and debt covenants while a lead investor holds a defined stake. The agreement allows termination on or after December 15, 2025 if not closed. Separately, the CEO, Richard Mills, was appointed interim CFO following the CFO’s resignation.

Creative Realities disclosed that its Chief Financial Officer, David Ryan Mudd, will resign to accept another CFO role at a larger company, with his departure effective October 10, 2025. The company stated the departure is not due to any disagreement over operations, policies, or accounting matters. The CEO, Richard Mills, is expected to serve as interim CFO while the company seeks a permanent replacement and intends to announce that appointment in the near term.

This change represents a leadership transition at the finance function that the company has labeled orderly, with management assuming temporary coverage pending a search for a successor.

Creative Realities, Inc.'s Schedule 13G/A shows Laurence W. Lytton beneficially owns 441,302 shares of common stock, representing 4.2% of the class based on 10,518,932 shares outstanding. The filing reports Mr. Lytton holds sole voting and sole dispositive power over all reported shares and indicates the holdings are not part of a group and were not acquired to change or influence control of the issuer.

Creative Realities reported mixed Q2 2025 results with $13,030 of revenue, essentially flat year-over-year, driven by a 41% increase in hardware to $7,073 offset by a 26% decline in services to $5,957. Gross margin fell to 39% from 52%, producing an operating loss of $1,331 for the quarter while the six-month period produced net income of $1,551 versus a loss of $724 the prior year.

Balance sheet and liquidity show cash of $569 and total assets of $63,653. The company settled the Reflect contingent consideration, derecognizing a $12,815 liability and recording a $4,775 gain while issuing a $4,000 promissory note and warrants. Total gross debt rose to $20,093. Management disclosed substantial doubt about the company’s ability to continue as a going concern due to liquidity needs and upcoming debt amortization.

Creative Realities, Inc. furnished a Current Report on Form 8-K stating it issued a press release on August 13, 2025 that announces the company's financial condition and results of operations for the three- and six-month periods ended June 30, 2025. The 8-K notes the press release is furnished as Exhibit 99.1 and that the information is furnished, not filed, so it is not subject to Section 18 liability and is not incorporated by reference into other filings except as expressly stated.

The report also lists Exhibit 104 (cover page Inline XBRL) and is signed by David Ryan Mudd, Interim Chief Financial Officer, dated August 13, 2025. No financial amounts or operating metrics are included in the Form 8-K text itself; readers must refer to Exhibit 99.1 for the detailed results.

Schedule 13D/A Amendment No. 1 for Creative Realities, Inc. (NASDAQ: CREX) details the updated beneficial ownership of Chief Executive Officer and Chairman Richard C. Mills.

• Current Beneficial Ownership: 1,435,260 shares, equal to 12.3 % of outstanding common stock (based on 10,518,932 shares outstanding as of 13-May-2025).
• Composition of Holdings: 752,601 directly-held shares (includes 450,000 unvested RSUs), 653,334 vested stock options, and 29,325 shares held through RFK Communications LLC, where Mills is sole manager.
• Recent Equity Grants & Transactions:
  • 2-Jun-2025: Granted option to purchase 206,000 shares, vesting in three equal tranches (2026-2028).
  • 2-Jun-2025: Open-market purchase of 16,000 shares at a $3.2614 weighted-average price.
  • 3-Jul-2025: Awarded 450,000 RSUs vesting 31-Dec-2025, 3-Jul-2027 and 3-Jul-2028; accelerated vesting on certain termination/change-of-control events.
• Purpose of Transaction: Mills states no present plans to influence control but reserves the right to act in the future.
• Funding Source: Personal funds for open-market purchases; equity awards relate to executive compensation.

The filing increases transparency around insider ownership, adds over 650 k potential new shares via options/RSUs, and signals continued alignment of the CEO’s interests with shareholder value.