Item 5. Other Information
Item
5. Other Information
As previously reported in prior filings with the
SEC, on February 20, 2020, Creative Realities, Inc. and Allure made a demand for arbitration against Christie Digital Systems, Inc. (“Seller”)
for (1) breach of contract, (2) indemnification, and (3) fraudulent misrepresentation under the Stock Purchase Agreement dated September
20, 2018. This demand included a claim for the right to offset the amounts owing under the Amended and Restated Seller Note due February
20, 2020. We did not pay the Amended and Restated Seller Note on its maturity date. On February 27, 2020, Seller sent the Company a notice
of breach for failure to pay the Amended and Restated Seller Note on the maturity date of February 20, 2020 and demanding immediate payment.
On May 13, 2021, the Company and Seller entered
into a settlement agreement wherein neither party admitted liability, and the Company agreed to pay, and Seller agreed to accept, $100
as settlement in full for the outstanding balance of principal and accrued interest under the Amended and Restated Seller Note and a mutual
release of all claims related to the Seller Note and sale transaction under the Allure Purchase Agreement and all related agreements.
The Company expects to record a gain on settlement of obligations of $1,624 during the three months ended June 30, 2021.
29
Item
6. Exhibits
Exhibit No.
Description
10.1
Amended and Restated Loan and Security Agreement by and among the Company, its subsidiaries and Slipstream Communications, LLC (incorporated by reference to Exhibit 10.36 to the Company’s Annual Report on Form 10-K filed March 10, 2021)
10.2
Securities Purchase Agreement dated February 18, 2021 by and between Creative Realities, Inc. and purchaser identified on the signature page thereto (incorporated by reference to Exhibit 10.1 of the registrant’s report on Form 8-K filed with the SEC on February 19, 2021)
31.1
Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a).
31.2
Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a).
32.1
Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350.
32.2
Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.
99.1
Press release dated May 17, 2021
101.INS
XBRL Instance Document
101.SCH
XBRL Taxonomy Extension Schema
101.CAL
XBRL Taxonomy Extension Calculation Linkbase
101.DEF
XBRL Taxonomy Extension Definition Linkbase
101.LAB
XBRL Taxonomy Extension Label Linkbase
101.PRE
XBRL Taxonomy Extension Presentation Linkbase
30
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 thereunto duly authorized.
Creative Realities, Inc.
Date: May 17, 2021
By
/s/ Richard
Mills
Richard Mills
Chief Executive Officer
By
/s/
Will Logan
Will Logan
Chief Financial Officer
31
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.