Item 5. Other Information
Item 5.
Other Information
Reflect Financial Statements
On February 17, 2022, Creative
Realities, Inc. consummated its acquisition of Reflect Systems, Inc. (“Reflect”). 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 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. A
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.
38
Item 6.
Exhibits
Exhibit No.
Description
1.1
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)
2.1
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)
2.2
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)
4.1
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)
4.2
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)
4.3
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)
4.4
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)
10.1
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)
10.2
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)
10.3
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)
10.4
$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)
10.5
$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)
10.6
Secured Promissory Note (incorporated by reference to Exhibit 10.4 to the registrant’s Current Report on Form 8-K filed February 18, 2022)
10.7
Retention Bonus Plan (incorporated by reference to Exhibit 10.5 to the registrant’s Current Report on Form 8-K filed February 18, 2022)
10.8
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)
23.1
Consent of Baker Tilly US, LLP*
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
Reflect Systems, Inc. 2021 audited financial statements*
99.2
Press release dated May 16, 2022 +*
101.INS
Inline XBRL Instance Document*
101.SCH
Inline XBRL Taxonomy Extension Schema*
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase*
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase*
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase*
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase*
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)*
*
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.
39
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 16, 2022
By
/s/
Richard Mills
Richard Mills
Chief Executive Officer
By
/s/
Will Logan
Will Logan
Chief Financial Officer
40
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.