Creative Realities Enters Material Definitive Agreement

TL;DR

CREX signed a new material definitive agreement, expect financial implications.

AI Summary

Creative Realities, Inc. announced on May 23, 2024, that it entered into a material definitive agreement. This agreement involves the creation of a direct financial obligation or an obligation under an off-balance sheet arrangement for the registrant. The filing also includes Regulation FD Disclosure and Financial Statements and Exhibits.

Why It Matters

This filing indicates a significant new financial commitment or arrangement for Creative Realities, Inc., which could impact its financial obligations and future operations.

Risk Assessment

Risk Level: medium — Entering into new material definitive agreements can introduce financial risks and obligations that may affect the company's performance.

Key Players & Entities

• CREATIVE REALITIES, INC. (company) — Registrant
• May 23, 2024 (date) — Date of earliest event reported
• 001-33169 (company) — Commission File Number
• 41-1967918 (company) — IRS Employer Identification No.

FAQ

Key Financial Figures

• $0.01 — registered Common Stock , par value $0.01 per share CREX The Nasdaq Stock Mark
• $22.1 million — dit Agreement provides Borrowers with a $22.1 million secured revolving credit facility, with
• $5 m — additional borrowing capacity of up to $5 million, subject to the Bank's approval a
• $13.9 million — ate, the Company borrowed approximately $13.9 million under the revolving credit facility to
• $150,000 — , Slipstream Communications, LLC, pay a $150,000 commitment fee, and pay other transacti
• $4 million — aaS) contracts of the Borrowers, less a $4 million reserve (subject to a reduction in the
• $22,100,000 — Bank and other parties thereto* 10.2 $22,100,000 Revolving Credit Note dated May 23, 202

Filing Documents

• crex20240524_8k.htm (8-K) — 43KB
• ex_679860.htm (EX-10.1) — 393KB
• ex_679861.htm (EX-10.2) — 13KB
• ex_679862.htm (EX-10.3) — 89KB
• ex_679863.htm (EX-10.4) — 61KB
• ex_679864.htm (EX-10.5) — 115KB
• ex_679865.htm (EX-99.1) — 10KB
• cr.jpg (GRAPHIC) — 4KB
• 0001437749-24-018388.txt ( ) — 1016KB
• crex-20240523.xsd (EX-101.SCH) — 3KB
• crex-20240523_def.xml (EX-101.DEF) — 11KB
• crex-20240523_lab.xml (EX-101.LAB) — 15KB
• crex-20240523_pre.xml (EX-101.PRE) — 11KB
• crex20240524_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On May 23, 2024 (the "Closing Date"), Creative Realities, Inc. (the "Company") and its subsidiaries, Reflect Systems, Inc., a Delaware corporation ("Reflect"), and Allure Global Solutions, Inc., a Georgia corporation ("Allure," and together with the Company and Reflect, collectively, the "Borrowers"), entered into a Credit Agreement (the "Credit Agreement") with First Merchants Bank, an Indiana state bank (the "Bank"). The Credit Agreement provides Borrowers with a $22.1 million secured revolving credit facility, with an uncommitted accordion feature that provides for additional borrowing capacity of up to $5 million, subject to the Bank's approval and other customary terms and conditions set forth in the Credit Agreement. On the Closing Date, the Company borrowed approximately $13.9 million under the revolving credit facility to repay all obligations owing to its prior lender, Slipstream Communications, LLC, pay a $150,000 commitment fee, and pay other transaction expenses. The Borrowers may use the proceeds of the revolving credit facility in the future for working capital, general corporate purposes, and any contingent consideration payments to former stockholders of Reflect in connection with the Company's acquisition of Reflect in 2022 (the "Contingent Consideration Payments"). The advance rate under the revolving credit facility is 85% of the net orderly liquidation value ("NOLV") of certain subscription-as-a-service (SaaS) contracts of the Borrowers, less a $4 million reserve (subject to a reduction in the Bank's sole discretion) that applies until the Contingent Consideration Payments have been paid in full. The Bank may require appraisals on a semiannual basis to calculate the NOLV, and upon and during any Events of Default or Unmatured Events of Default, each as defined in the Credit Agreement. The revolving credit facility matures on May 23, 2027, subject to any earlier default under the Credit A

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On May 28, 2024, the Company issued a press release announcing the revolving credit facility, which press release is filed as Exhibit 99.1 to this Current Report. The information furnished in this Item 7.01 and Exhibit 99.1 attached hereto shall not be deemed to be "filed" for the purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Credit Agreement dated May 23, 2024 by and among Creative Realities, Inc., First Merchants Bank and other parties thereto* 10.2 $22,100,000 Revolving Credit Note dated May 23, 2024 10.3 Security Agreement dated May 23, 2024 by and among Creative Realities, Inc., First Merchants Bank and other parties thereto* 10.4 Guaranty dated May 23, 2024 by Creative Realities Canada, Inc. in favor of First Merchants Bank * 10.5 Security Agreement dated May 23, 2024 granted by Creative Realities Canada, Inc. in favor of First Merchants Bank* 99.1 Press Release dated May 28, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Pursuant to Item 601(a)(5) of Regulation S-K, the exhibits and schedules to Exhibits 10.1, 10.3, 10.4 and 10.5 have been omitted from this report and will be furnished supplementally to the Commission upon request. 4

SIGNATURES

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: May 28, 2024 Creative Realities, Inc By: /s/ Will Logan Will Logan Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR