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Creative Realities (NASDAQ: CREX) prices $12M equity offering

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(High)
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Form Type
8-K

Rhea-AI Filing Summary

Creative Realities, Inc. entered into an underwriting agreement for an underwritten public offering of 2,528,571 shares of common stock at $3.50 per share and pre-funded warrants to purchase 900,000 shares at $3.49 per warrant. The company also granted a 30-day option for the underwriter to buy up to 428,614 additional shares at the same public price, less underwriting discounts and commissions. Gross proceeds are expected to be about $12.0 million, with net proceeds estimated at $10.9 million, or $12.3 million if the option is fully exercised. The company plans to repay $1 million of its term loan and use the remaining net proceeds to reduce its revolving loan, increasing availability for potential acquisitions and general corporate purposes.

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Insights

Creative Realities raises about $11M net, partly to pay down debt.

Creative Realities is executing a primary equity raise via an underwritten offering of common stock and pre-funded warrants, targeting gross proceeds of about $12.0 million. The deal is issued off an effective shelf registration and includes a 30-day over-allotment option.

Net proceeds of roughly $10.9 million, or $12.3 million if the option is fully used, are earmarked to repay $1 million on a term loan and reduce borrowings on a revolving facility. This shifts part of the capital structure from debt to equity and increases revolver availability.

Actual impact depends on closing, which is expected on or about June 30, 2026, and on how the company subsequently deploys the added revolving capacity for potential acquisitions and general corporate purposes, as described in the transaction details.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Common shares offered 2,528,571 shares Underwritten public offering at $3.50 per share
Pre-funded warrants 900,000 warrants Each priced at $3.49 with $0.01 exercise price
Gross proceeds $12.0 million Expected gross proceeds from offering before expenses
Net proceeds base case $10.9 million Estimated net proceeds after costs, before option exercise
Net proceeds with option $12.3 million Estimated net if underwriter’s option is fully exercised
Debt repayment $1 million Planned repayment of outstanding term loan obligations
Underwriter option shares 428,614 shares 30-day option at public price less discounts
Pre-Funded Warrants financial
"and pre-funded warrants to purchase 900,000 shares of Common Stock (the “Pre-Funded Warrants”) at a public offering price of $3.49 per warrant."
Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.
underwritten public offering financial
"today announced the pricing of its underwritten public offering of 2,528,571 shares of its common stock"
An underwritten public offering is when a company sells new shares of its stock to the public with the help of a financial firm, called an underwriter. The underwriter agrees to buy all the shares upfront, reducing the company's risk, and then sells them to investors. This process helps companies raise money quickly and confidently from a wide range of buyers.
shelf registration statement on Form S-3 regulatory
"The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-296498)"
A shelf registration statement on Form S-3 is a pre-approved filing with the Securities and Exchange Commission that lets an eligible public company register securities in advance and sell them later in one or more offerings without repeating the full registration process. Think of it like a pre-approved funding line: it gives management the flexibility to raise capital quickly when market conditions are right, a move that can affect share supply, dilution and investor returns, so investors monitor it as a signal of potential financing activity.
revolving loan facility financial
"the remaining net proceeds to pay down outstanding obligations under its revolving loan facility, resulting in increased availability"
A revolving loan facility is a flexible credit line a company can draw from, repay, and draw again as needed, similar to a business-sized credit card. It matters to investors because it provides short-term cash for operations, acquisitions, or unexpected expenses without issuing new shares, and its size, cost, and terms signal a company’s liquidity, borrowing capacity and financial resilience under stress.
Nasdaq Capital Market financial
"our ability to remain listed on the Nasdaq Capital Market, our ability to realize the revenues included in our future guidance"
The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.
Offering Type shelf follow-on
Price Range $3.50 per share; $3.49 per pre-funded warrant
Use of Proceeds Repay $1M of term loan; pay down revolving loan to increase availability for potential acquisitions and general corporate purposes
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Understanding 8-K Material Events →
false 0001356093 0001356093 2026-06-29 2026-06-29
 
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): June 29, 2026
 
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.
 
On June 29, 2026, Creative Realities, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Craig-Hallum Capital Group LLC (the “Underwriter”) relating to the offering, issuance and sale (the “Offering”) of 2,528,571 shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), at a public offering price of $3.50 per share, and pre-funded warrants to purchase 900,000 shares of Common Stock (the “Pre-Funded Warrants”) at a public offering price of $3.49 per warrant. In addition, the Company has granted the Underwriter a 30-day option to purchase up to 428,614 additional shares of Common Stock at the public offering price, less underwriting discounts and commissions. The Offering is expected to close on June 30, 2026, subject to the satisfaction of customary closing conditions.
 
The Pre-Funded Warrants have an exercise price of $0.01 per share and a cashless exercise option for a net number of shares of Common Stock determined according to the formula set forth in the Pre-Funded Warrant. The Pre-Funded Warrants are exercisable immediately and without expiration, subject to certain ownership limitations. The exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants is subject to appropriate adjustments in the event of certain stock dividends and distributions, stock splits, stock combinations, reclassifications or similar events affecting the Common Stock.
 
The net proceeds to the Company from this Offering are expected to be approximately $10.9 million, or approximately $12.3 million if the Underwriter exercises its option to purchase additional shares in full, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the Offering to repay $1 million of its outstanding obligations under its term loan facility and the remaining net proceeds to pay down outstanding obligations under its revolving loan facility, resulting in increased availability under the revolving facility that may be used for potential acquisitions and for general corporate purposes.
 
The Underwriting Agreement contains customary representations, warranties and agreements by the Company, customary conditions to closing, indemnification obligations of the Company and the Underwriter, including for liabilities under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
 
The Offering is being made pursuant to the Company’s shelf registration statement on Form S-3 (Registration Statement No. 333-296498), which was declared effective by the Securities and Exchange Commission (the “SEC”) on June 16, 2026, and an accompanying prospectus and prospectus supplement filed with the SEC.
 
The foregoing description of the Underwriting Agreement and the Pre-Funded Warrants is not complete and is qualified in its entirety by reference to the full text of the Underwriting Agreement and the Form of Pre-Funded Warrant, copies of which are filed as Exhibit 1.1 and Exhibit 4.1, respectively, and are incorporated by reference herein. A copy of the opinion of Taft Stettinius & Hollister LLP relating to the legality of the issuance and sale of the Common Stock in the Offering is attached as Exhibit 5.1 to this Current Report on Form 8-K.
 
Item 7.01. Regulation FD Disclosure.
 
On June 29, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.
 
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any of the Company’s filings under the Securities Act or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such filing.
 
 
Forward-Looking Statements
 
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and includes, among other things, discussions of our business strategies, product releases, future operations and capital resources. Words such as “estimates,” “projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Except for historical information, all the statements, expectations and assumptions contained in this Report are forward-looking statements. The forward-looking statements are based on the Company’s current beliefs and expectations and include, but are not limited to, the Company’s expectations regarding the expected closing of the Offering and the anticipated use of proceeds therefrom. Actual results may differ from those set forth in this Report due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the Offering, as well as risks and uncertainties inherent in the Company’s business described in the Company’s prior filings with the SEC, including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in any subsequent filings with the SEC. Important factors, among others, that may affect actual results or outcomes include: our ability to integrate the recently acquired business of Cineplex Digital Media Inc. (“CDM”) into our own, maintain or improve the financial performance of CDM’s business and realize anticipated synergies, our strategy for customer retention, growth, product development, market position, financial results and reserves, our ability to execute on our business plan, our ability to retain key personnel, our ability to remain listed on the Nasdaq Capital Market, our ability to realize the revenues included in our future guidance and backlog reports, our ability to satisfy our upcoming debt obligations and other liabilities, the ability of the Company to continue as a going concern, potential litigation, supply chain shortages, and general economic and market conditions impacting demand for our products and services. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
 
Item 9.01. Financial Statement and Exhibits.
 
(d)         Exhibits
 
Exhibit No.
 
Description
1.1
 
Underwriting Agreement, dated June 29, 2026, between Creative Realities, Inc. and Craig-Hallum Capital Group LLC.
4.1
 
Form of Pre-Funded Warrant.
5.1
 
Opinion of Taft Stettinius & Hollister LLP.
23.1
 
Consent of Taft Stettinius & Hollister LLP (included in Exhibit 5.1).
99.1
 
Press Release, dated June 29, 2026.
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: June 30, 2026
 
 
Creative Realities, Inc.
 
 
 
 
By:
/s/ Tamra Koshewa
 
 
Tamra Koshewa
 
 
Chief Financial Officer
 

Exhibit 99.1

 

 

FOR IMMEDIATE RELEASE

 

Creative Realities Announces Pricing of $12 Million Public Offering

 

LOUISVILLE, KY – June 29, 2026 – Creative Realities, Inc. (“Creative Realities,” “we,” “us,” “our,” or the “Company”), a leading provider of digital signage, media and AdTech solutions, today announced the pricing of its underwritten public offering of 2,528,571 shares of its common stock at a price to the public of $3.50 per share and pre-funded warrants to purchase up to 900,000 shares of common stock at a price to the public of $3.49 per pre-funded warrant, which represents the per share public offering price of each share of common stock, less the $0.01 per share exercise price for each pre-funded warrant. All of the shares and pre-funded warrants in the offering are being sold by Creative Realities. In addition, the Company has granted the underwriter a 30-day option to purchase up to an additional 428,614 shares of its common stock at the public offering price per share, less underwriting discounts and commissions. The gross proceeds to the Company from the offering are expected to be approximately $12.0 million, before deducting underwriting discounts and commissions and other offering expenses. The offering is expected to close on or about June 30, 2026, subject to customary closing conditions.

 

The Company intends to use the net proceeds from the offering for working capital, general corporate purposes, debt paydown and potential acquisitions.

 

Craig-Hallum is acting as sole managing underwriter for the offering.

 

A shelf registration statement on Form S-3 (333-296498) relating to these securities has been filed with the Securities and Exchange Commission and has been declared effective. The offering is being made only by means of a prospectus supplement and accompanying prospectus. A copy of the final prospectus supplement and an accompany prospectus related to the offering, when available, can be obtained for free by visiting the Securities and Exchange Commission’s website at http://www.sec.gov or by contacting: Craig-Hallum Capital Group LLC, Attention: Equity Capital Markets, 323 North Washington Ave., Suite 300, Minneapolis, MN 55401, by telephone at (612) 334-6300 or by email at prospectus@chlm.com.

 

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any offer, solicitation or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

About Creative Realities, Inc.

 

Creative Realities designs, develops and deploys digital signage-based experiences for enterprise-level networks utilizing its Clarity™, ReflectView™, and iShowroom™ Content Management System (CMS) platforms. The Company is actively providing recurring SaaS and support services across diverse vertical markets, including, but not limited to, retail, automotive, digital out-of-home (DOOH) advertising networks, convenience stores, foodservice/QSR, gaming, theater, and stadium venues. In addition, the Company assists clients in utilizing place-based digital media to achieve business objectives such as increased revenue, enhanced customer experiences, and improved productivity. This includes the design, deployment, and day-to-day management of retail media networks to monetize on-premise foot traffic utilizing its AdLogic™ and CPM+™ programmatic advertising platforms.

 

 

Cautionary Note on Forward-Looking Statements

 

This press release contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, Section 21E of the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995, and includes, among other things, discussions of our business strategies, product releases, future operations and capital resources. Words such as “estimates,” “projects,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. Except for historical information, all the statements, expectations and assumptions contained in this press release are forward-looking statements. The forward-looking statements are based on the Company’s current beliefs and expectations and include, but are not limited to, the Company’s expectations regarding the expected closing of the offering and the anticipated use of proceeds therefrom. Actual results may differ from those set forth in this press release due to the risks and uncertainties associated with market conditions and the satisfaction of customary closing conditions related to the offering, as well as risks and uncertainties inherent in the Company’s business described in the Company’s prior filings with the SEC, including under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, and in any subsequent filings with the SEC. Important factors, among others, that may affect actual results or outcomes include: our ability to integrate the recently acquired business of Cineplex Digital Media Inc. (“CDM”) into our own, maintain or improve the financial performance of CDM’s business and realize anticipated synergies, our strategy for customer retention, growth, product development, market position, financial results and reserves, our ability to execute on our business plan, our ability to retain key personnel, our ability to remain listed on the Nasdaq Capital Market, our ability to realize the revenues included in our future guidance and backlog reports, our ability to satisfy our upcoming debt obligations and other liabilities, the ability of the Company to continue as a going concern, potential litigation, supply chain shortages, and general economic and market conditions impacting demand for our products and services. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof, and the Company undertakes no obligation to update such statements to reflect events that occur or circumstances after the date hereof. All forward-looking statements are qualified in their entirety by this cautionary statement, which is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.

 

Contacts

 

Media:

 

Idea Grove

creativerealities@ideagrove.com

 

Investor Relations:

 

Chris Witty

cwitty@darrowir.com

646-438-9385

ir@cri.com

https://investors.cri.com/

 

Source: View Original Filing on SEC EDGAR

FAQ

What is Creative Realities (CREX) raising in its June 2026 equity offering?

Creative Realities is conducting an underwritten public offering of 2,528,571 common shares at $3.50 and pre-funded warrants for 900,000 shares at $3.49, targeting approximately $12.0 million in gross proceeds before underwriting discounts and offering expenses.

How will Creative Realities (CREX) use the net proceeds from this offering?

Creative Realities plans to use the net proceeds to repay $1 million on its term loan and to pay down borrowings under its revolving loan facility, increasing available capacity for potential acquisitions and general corporate purposes, according to the transaction disclosure.

What are the key terms of the pre-funded warrants in the CREX offering?

The pre-funded warrants are priced at $3.49 each, have a $0.01 per share exercise price, are exercisable immediately, have no expiration, and include cashless exercise and customary anti-dilution adjustments for stock splits, stock dividends, and similar corporate events affecting common stock.

Does the CREX offering include an over-allotment option for the underwriter?

Yes. Creative Realities granted the underwriter a 30-day option to purchase up to 428,614 additional shares of common stock at the public offering price per share, less underwriting discounts and commissions, providing potential incremental net proceeds if fully exercised.

Under what registration statement is the Creative Realities (CREX) offering being made?

The offering is being made pursuant to Creative Realities’ shelf registration statement on Form S-3, Registration No. 333-296498, which the SEC declared effective on June 16, 2026, along with an accompanying prospectus and prospectus supplement.

When is the Creative Realities (CREX) equity offering expected to close?

The company expects the offering to close on or about June 30, 2026, subject to the satisfaction of customary closing conditions described in the underwriting agreement and related disclosures for the transaction.

Filing Exhibits & Attachments

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