Item 5. Other Information
Item 5. Other Information
Rule 10b5 - 1 Trading Plans
During the quarter ended March 31, 2025 , 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.”
First Amendment to Credit Agreement
On May 12, 2025, First Merchants Bank, the Company and the Company’s subsidiaries executed a First Amendment to Credit Agreement. The amendment provides that, effective March 31, 2025, the maximum Senior Funded Debt to EBITDA ratio as of March 31, 2025 and June 30, 2025 was increased from 3.75 to 1.00 to 4.00 to 1.00, and the maximum ratio as of September 30, 2025 and thereafter remains at 3.75 to 1.00.
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Item 6. Exhibits
INDEX TO EXHIBITS
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
Exhibit
Filing Date
Herewith
10.1
Third Amendment to Merger Agreement, dated February 17, 2025 by and among Creative Realities, Inc., Reflect Systems, Inc. and RSI Exit Corporation
8-K
10.1
February 18, 2025
—
10.2
Amendment to Option Agreement dated February 17, 2025
8-K
10.1
February 21, 2025
—
10.3
Fourth Amendment to Merger Agreement dated February 23, 2025 by and among Creative Realities, Inc., Reflect Systems, Inc. and RSI Exit Corporation
8-K
10.1
February 24, 2025
—
10.4
Form of Common Stock Purchase Warrant.
8-K
4.1
March 17, 2025
—
10.5
Settlement Agreement and Fifth Amendment to Merger Agreement dated March 14, 2025 by and among Creative Realities, Inc., Reflect Systems, Inc. and RSI Exit Corporation
8-K
10.1
March 17, 2025
—
10.6
$4,000,000 Promissory Note dated March 14, 2025 payable to the order of RSI Exit Corporation
8-K
10.2
March 17, 2025
—
10.7
Subordination Agreement dated March 14, 2025 by and among Creative Realities, Inc., Reflect Systems, Inc., First Merchants Bank and RSI Exit Corporation.
8-K
10.3
March 17, 2025
—
10.8
Consent Agreement dated March 14,2025 by and among First Merchants Bank, Allure Global Solutions, Inc., Creative Realities, Inc. and Reflect Systems, Inc.
8-K
10.4
March 17, 2025
—
10.9
First Amendment to Credit Agreement dated May 12, 2025 by and among First Merchant Bank, Creative Realities, Inc., Allure Global Solutions, Inc. and Reflect Systems, Inc.
X
31
INDEX TO EXHIBITS
Exhibit
Incorporated by Reference
Filed
Number
Exhibit Description
Form
Exhibit
Filing Date
Herewith
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
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
32
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 14, 2025
By
/s/ Richard Mills
Richard Mills
Chief Executive Officer
By
/s/ David Ryan Mudd
David Ryan Mudd
Interim Chief Financial Officer
33
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.