Creative Realities Inc SEC Filings

Creative Realities, Inc. has called its 2025 annual shareholder meeting to elect six directors, ratify Grant Thornton LLP as auditor, hold an advisory vote on executive pay, and vote on a key Series A preferred stock conversion proposal and a possible adjournment.

Shareholders of record as of November 26, 2025 include holders of [10,518,932] shares of common stock and 30,000 Series A Convertible Preferred Shares, which currently carry 2,102,734 votes on an as-converted basis. The Series A Conversion Proposal seeks approval under Nasdaq rules to allow conversion of the 30,000 Preferred Shares into up to 10,000,000 shares of common stock, or 12,979,579 shares when including guaranteed-term dividends, and to raise the Beneficial Ownership Limitation to 49.99%.

If approved, North Run–affiliated investors could hold up to roughly half of the company’s voting power and gain the right to nominate a second director, expanding the Board to seven members.

Creative Realities, Inc. reported board changes tied to a recent financing. On November 6, 2025, the company completed the North Run Financing, issuing Series A Convertible Preferred Stock to North Run Strategic Opportunities Fund I, LP and an affiliated fund, which gave the lead investor rights to appoint directors. The board was expanded to seven members and two investor designees, Thomas B. Ellis and Michael P. Bosco, were appointed.

Nasdaq later informed the company that the lead investor’s right to appoint directors representing 20% or more of the board’s voting power is deemed a change of control under Nasdaq Listing Rule 5635(b). To remain compliant, Mr. Bosco resigned effective November 19, 2025, the board size was reduced to six, and the buyers agreed not to use their right to appoint a second director until shareholder approval of the change of control. The company plans to seek this approval at its 2025 annual meeting on December 29, 2025 and, if obtained, will increase the board back to seven members and re-appoint Mr. Bosco.

Creative Realities, Inc. (CREX) filed its Q3 2025 10-Q, reporting a sharp downturn in results driven by a non-cash software impairment and softer sales. Total sales were $10,547 (thousand) versus $14,442 (thousand) a year ago, as both hardware and services declined. The company recorded a $5,712 (thousand) impairment on a proprietary software platform, pushing the quarter to a net loss of $7,862 (thousand) versus net income of $54 (thousand) last year.

Gross profit was $4,777 (thousand), with operating expenses elevated by the impairment. Cash was $314 (thousand) at quarter-end, with revolving credit facility borrowings at $18,163 (thousand). Management determined that, as of September 30, substantial doubt existed about the company’s ability to continue as a going concern.

After the quarter, the company refinanced its debt with a $36,000 term loan and a $22,500 revolver, issued $30,000 of Series A Convertible Preferred Stock, and acquired DDC Group International for approximately USD $42,761 (subject to adjustments). Management believes these steps could improve liquidity and scale, though outcomes depend on integration and execution.

Creative Realities, Inc. (CREX) amended and restated its credit facility, closed a private preferred equity financing, and completed the acquisition of Cineplex’s digital media business. The new facility includes a $36 million term loan and a $22.5 million revolver maturing on November 6, 2028, with rates tied to 1‑month Term SOFR plus 0.11% and floating margins based on leverage. Revolver availability is based on 85% of eligible accounts and 60% of eligible inventory, less payables and reserves.

The company closed a $30.0 million private placement of Series A Convertible Preferred Stock (5.25% dividends accruing for five years; conversion price $3.00), subject to a 19.99% Beneficial Ownership Limitation and an Exchange Cap of 2,102,734 shares unless shareholder approval is obtained. A resale registration for conversion shares is required under a Registration Rights Agreement.

On November 7, 2025, CREX completed the CDM Acquisition for approximately CAD$70,000,000, funded with preferred proceeds and borrowings, and repaid prior credit facilities and related expenses. The Board expanded to seven, adding two Lead Investor designees and one Cineplex executive. The CEO was awarded a $270,000 transaction bonus.

Creative Realities, Inc. (CREX) furnished a Regulation FD update stating it held an investor conference call on October 16, 2025 to describe a pending transaction to acquire the business of Cineplex Digital Media Inc. and its affiliates, subject to closing conditions.

The company made the call’s slide presentation and a full transcript available on its investor relations website. The disclosure is furnished under Item 7.01 and is not deemed filed or incorporated by reference except as expressly stated in future 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.