Item 5. Other Information
Item 5. Other Information
Indemnification Agreements
On August 12, 2024, the Company entered into standard indemnification agreements with each of its directors and officers. The indemnification agreements may require the Company, among other things, to indemnify its directors and officers against certain liabilities that may arise by reason of their status or service as directors or officers, to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified, and to obtain directors’ and officers’ insurance if available on reasonable terms. The form of indemnification agreement is attached as Exhibit 10.6 to this report, the substance of which is incorporated by reference herein.
Rule 10b5 - 1 Trading Plans
During the quarter ended June 30, 2024 , none of the Company’s directors or executive officers adopted or terminated any contract, instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5 - 1 (c) or any “non-Rule 10b5 - 1 trading arrangement."
Earnings Release
On August 14, 2024, the Company issued a press release announcing its financial condition and results of operations for the three and six months ended June 30, 2024 . A copy 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 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.
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Item 6. Exhibits
INDEX TO EXHIBITS
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
File No.
Exhibit
Filing Date
Herewith
10.1
Credit Agreement dated May 23, 2024 by and among Creative Realities, Inc., First Merchants Bank and other parties thereto*
8-K
001-33169
10.1
May 28, 2024
—
10.2
$22,100,000 Revolving Credit Note dated May 23, 2024
8-K
001-33169
10.2
May 28, 2024
—
10.3
Security Agreement dated May 23, 2024 by and among Creative Realities, Inc., First Merchants Bank and other parties thereto*
8-K
001-33169
10.3
May 28, 2024
—
10.4
Guaranty dated May 23, 2024 by Creative Realities Canada, Inc. in favor of First Merchants Bank *
8-K
001-33169
10.4
May 28, 2024
—
10.5
Security Agreement dated May 23, 2024 granted by Creative Realities Canada, Inc. in favor of First Merchants Bank*
8-K
001-33169
10.5
May 28, 2024
—
10.6
Form of Indemnification Agreement
X
31.1
Chief Executive Officer Certification pursuant to Exchange Act Rule 13a-14(a).
X
31.2
Chief Financial Officer Certification pursuant to Exchange Act Rule 13a-14(a).
X
32.1
Chief Executive Officer Certification pursuant to 18 U.S.C. Section 1350.
X
32.2
Chief Financial Officer Certification pursuant to 18 U.S.C. Section 1350.
X
99.1
Press Release dated August 14, 2024
X
101.INS
Inline XBRL Instance Document
X
101.SCH
Inline XBRL Taxonomy Extension Schema.
X
101.CAL
Inline XBRL Taxonomy Extension Calculation Linkbase.
X
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase.
X
101.LAB
Inline XBRL Taxonomy Extension Label Linkbase.
X
101.PRE
Inline XBRL Taxonomy Extension Presentation Linkbase.
X
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
X
* 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.
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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: August 14, 2024
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.