What changed in this filing

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Item 5. Other Information

2022-05-16 compared with 2021-11-15 · 41 added, 15 removed, 19 unchanged (75% of the section changed)

Other Information

Reflect Financial Statements

On February 17, 2022, Creative

Realities, Inc.

consummated its acquisition of Reflect Systems, Inc.

Attached as Exhibit 99.1 to this report

are the audited financial statements of Reflect for the years ended December 31, 2021 and 2020.

Earnings Release

On November 15, 2021, the Company issued a press

release announcing its financial condition and results of operations for the three and nine months ended September 30, 2021.

of the press release is furnished as Exhibit 99.1 and is incorporated by reference into this Item 5 in lieu of separately furnishing such

press release under Item 2.02 of Form 8-K.

This disclosure, including Exhibit 99.1 hereto, shall not be deemed “filed” for

purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the

liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities

On May 16, 2022, the Company

issued a press release announcing its financial condition and results of operations for the three months ended March 31, 2022.

copy of the press release is furnished as Exhibit 99.2 and is incorporated by reference into this Item 5 in lieu of separately furnishing

such press release under Item 2.02 of Form 8-K.

This disclosure, including Exhibit 99.1 hereto, shall not be deemed “filed”

for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to

the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities

Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Agreement and Plan of Merger dated November 12, 2021 (incorporated by reference to Exhibit 2.2 of the Company’s registration statement on Form S-4 filed November 12, 2021)

Placement Agency Agreement dated February 3, 2022 by and between Creative Realities, Inc.

and A.G.P./Alliance Global Partners (incorporated by reference to Exhibit 1.1 to the registrant’s Current Report on Form 8-K filed February 4, 2022)

Agreement and Plan of Merger, dated as of November 12, 2021, by and between the registrant, CRI Acquisition Corporation, Reflect Systems, Inc., and RSI Exit Corporation (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed on November 15, 2021)

Amendment to Agreement and Plan of Merger, dated as of February 8, 2022, by and among the registrant, CRI Acquisition Corporation, Reflect Systems, Inc., and RSI Exit Corporation (incorporated by reference to Exhibit 2.1 to the registrant’s Current Report on Form 8-K filed February 9, 2022)

Form of Pre-Funded Warrant (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 4, 2022)

Form of Common Stock Warrant (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed February 4, 2022)

Lender Warrant dated February 17, 2022 (incorporated by reference to Exhibit 4.1 to the registrant’s Current Report on Form 8-K filed February 18, 2022)

Purchaser Warrant dated February 17, 2022 (incorporated by reference to Exhibit 4.2 to the registrant’s Current Report on Form 8-K filed February 18, 2022)

Form of Securities Purchase Agreement dated February 3, 2022 by and between Creative Realities, Inc.

and the Investors (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 4, 2022)

Form of Registration Rights Agreement dated February 3, 2022 by and between Creative Realities, Inc.

and the Investors (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed February 4, 2022)

Second Amended and Restated Loan and Security Agreement (incorporated by reference to Exhibit 10.1 to the registrant’s Current Report on Form 8-K filed February 18, 2022)

$10,000,000 Acquisition Term Note (incorporated by reference to Exhibit 10.2 to the registrant’s Current Report on Form 8-K filed February 18, 2022)

$7,185,319.06 Consolidation Term Note (incorporated by reference to Exhibit 10.3 to the registrant’s Current Report on Form 8-K filed February 18, 2022)

Secured Promissory Note (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed February 18, 2022)

Retention Bonus Plan (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed February 18, 2022)

Form of Retention Bonus Plan Agreement (incorporated by reference to Exhibit 10.6 to the registrant’s Current Report on Form 8-K filed February 18, 2022)

Consent of Baker Tilly US, LLP*

Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a).*

4 unchanged sentences

Section 1350.*

Press release dated November 15, 2021

Reflect Systems, Inc.

2021 audited financial statements*

Press release dated May 16, 2022 +*

Inline XBRL Instance Document*

5 unchanged sentences

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)*

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.

November 15, 2021

/s/ Richard Mills

Filed herewith

This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

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,

Richard Mills

Chief Executive Officer

/s/ Will Logan

Chief Financial Officer

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information