Creative Realities to seek shareholder vote on North Run control rights

Rhea-AI Filing Summary

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.

Insights

Corporate governance and listings analyst

Creative Realities adjusts board structure to address Nasdaq change-of-control requirements.

Creative Realities linked its recent preferred stock financing to governance changes by granting North Run’s funds rights to designate directors. Nasdaq views the ability to appoint directors representing at least 20% of board voting power as a change of control under Listing Rule 5635(b), which normally requires prior shareholder approval.

To align with this rule, the company accepted the resignation of one investor designee, Michael P. Bosco, reduced the board to six members, and obtained the buyers’ agreement not to appoint a second director until shareholders approve the change of control. This keeps the current board composition within Nasdaq’s threshold while preserving the investor’s potential governance role, conditioned on shareholder consent.

The company plans to seek shareholder approval of the change of control at its 2025 annual meeting on December 29, 2025. If shareholders approve, the board is expected to expand back to seven members and re-appoint Mr. Bosco, formalizing greater investor representation. The actual impact on strategy and oversight will depend on that vote outcome.

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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 19, 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)

Not applicable

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 6, 2025, Creative Realities, Inc. (the “Company”) completed a financing transaction (the “North Run Financing”) in which the Company issued and sold to North Run Strategic Opportunities Fund I, LP (the “Lead Investor”) and NR-SOF I (Co-Invest I), LP (together with the Lead Investor, the “Buyers”) shares of the Company’s newly established Series A Convertible Preferred Stock (the “Preferred Shares”). The closing of the purchase and sale of the Preferred Shares occurred on November 6, 2025. In connection with such closing, and pursuant the Securities Purchase Agreement governing the transaction, the Company increased the size of its Board of Directors (the “Board”) to seven directors and appointed to the Board two designees of the Lead Investor, Thomas B. Ellis and Michael P. Bosco.

Following such appointments, Nasdaq advised the Company that it considers the Lead Investor’s rights to appoint directors representing 20% or more of the Board’s voting power to be a “change of control” under Nasdaq Rule 5635(b). In order to maintain compliance with such rule, Mr. Bosco resigned as a director effective as of November 19, 2025, the Company reduced the size of the Board to six directors, and the Buyers have agreed not to exercise their right to designate a second director for appointment or nomination to the Board unless and until the Company’s shareholders approve the “change of control” as a result of the North Run Financing in accordance with Nasdaq Listing Rule 5635(b) (the “Shareholder Approval”).

The Company currently intends to hold its 2025 annual meeting of shareholders on December 29, 2025, at which it intends to seek the Shareholder Approval. If the proposal for the Shareholder Approval is approved by the Company’s shareholders, the Company has agreed to increase the size of the Board to seven directors and re-appoint Mr. Bosco to the Board promptly following the approval.

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: November 19, 2025

	Creative Realities, Inc
	By:	/s/ Richard Mills
		Richard Mills
		Chief Executive Officer

FAQ

What board changes did Creative Realities, Inc. (CREX) announce?

The company expanded its Board of Directors to seven members on November 6, 2025 to add two designees of the lead investor in the North Run Financing, then later accepted the resignation of one designee, Michael P. Bosco, and reduced the board back to six members as of November 19, 2025.

Why did Nasdaq view the North Run Financing as a change of control for CREX?

Nasdaq determined that the lead investor’s rights to appoint directors representing 20% or more of the board’s voting power constituted a change of control under Nasdaq Listing Rule 5635(b), which typically requires shareholder approval.

How is Creative Realities keeping compliance with Nasdaq Listing Rule 5635(b)?

To maintain compliance, Michael P. Bosco resigned as a director effective November 19, 2025, the board size was reduced to six, and the buyers agreed not to exercise their right to designate a second director until shareholders approve the change of control related to the North Run Financing.

When will CREX seek shareholder approval of the Nasdaq-defined change of control?

Creative Realities currently intends to hold its 2025 annual meeting of shareholders on December 29, 2025, where it plans to ask shareholders to approve the change of control arising from the North Run Financing under Nasdaq Listing Rule 5635(b).

What happens if shareholders approve the change of control at CREX?

If shareholders approve the change of control proposal, the company has agreed to increase the board size to seven directors and promptly re-appoint Michael P. Bosco to the Board of Directors.

Who are the investors involved in the North Run Financing with Creative Realities?

The North Run Financing involved the issuance of Series A Convertible Preferred Stock to North Run Strategic Opportunities Fund I, LP as lead investor and NR-SOF I (Co-Invest I), LP, together referred to as the buyers.