What changed in this filing

/stocks — the workspaceLOADING

Item 5. Market for Registrant’s Common Equity

2026-04-15 compared with 2025-03-14 · 131 added, 86 removed, 161 unchanged (57% of the section changed)

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The transfer agent and registrar for our common stock is Computershare Limited.

As of March 10, 2025, we had 356 holders of record of our common stock.

As of April 10, 2026, we had 328 holders of record of our common stock.

Dividend Policy

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Financial Services

Medical and Healthcare Facilities

Mixed Use Developments

Corporate Communications, Employee Experience

DOOH Advertising Networks

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Increased customer/guest engagement.

Through a combination of organically grown platforms and a series of strategic acquisitions, the Company assists customers to design, deploy, manage, and monetize their digital signage networks.

Traffic content and advertising

Through a combination of organically grown platforms and a series of strategic acquisitions, the Company assists customers to design, deploy, manage, and monetize their digital signage and in-store retail media networks.

The Company sources leads and opportunities for its solutions through its digital and content marketing initiatives, close relationships with key industry partners, specifically equipment manufacturers, and the direct efforts of its in-house industry sales experts.

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Breadth of solutions – Creative Realities offers a wide breadth of solutions to our customers.

Creative Realities is one of only a few companies in the industry capable of providing the full portfolio of products and services required to implement and run an effective digital signage network.

We leverage a ‘single vendor’ approach, providing customers with a one-stop-shop for sourcing digital signage solutions from design through day two services.

Creative Realities is one of only a few companies in the industry capable of providing the full portfolio of products and services required to implement and run an effective digital signage and in-store retail media networks.

We leverage a ‘single vendor’ approach, providing customers with a one-stop-shop for sourcing digital signage and media solutions from design through day two services.

Managed labor pool – Unlike most companies in our industry, we have a curated labor pool of qualified and vetted field technicians available to service customers quickly nationwide.

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This also provides us purchasing power to source products and services for our customers, enabling us to deliver cost effective, reliable and powerful solutions to small and medium size business customers.

AdTech platforms – The Company has developed and deployed the AdLogic and Adlogic CPM+ platforms, which, working in conjunction with our CMS platforms, present completely integrated digital advertising solutions for existing and prospective customers seeking to monetize their in-store retail media networks.

AdTech platforms – The Company has developed and deployed the AdLogic and CPM+ platforms, which, working in conjunction with our CMS platforms, present completely integrated digital advertising solutions for existing and prospective customers seeking to monetize their in-store retail media networks.

These platforms anchor the Company's vertical expansion into AdTech bringing new, and expanding existing, addressable markets.

Market sector expertise – Creative Realities has in-house experts in key market segments such as automotive, retail, QSRs, convenience stores, and DOOH advertising.

Market sector expertise – Creative Realities has in-house experts in key market segments such as retail, QSRs, convenience stores, and DOOH advertising.

Our expertise in these business segments enable our teams to provide meaningful business conversations and offer tailored solutions with prospects and customers to their unique business objectives.

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We utilize a range of media players including Windows, Android and BrightSign to provide customers the flexibility they need to select the appropriate hardware for any application knowing the entire network can still be served by a single digital signage platform, reducing complexity and improving the productivity of our customers.

Retail Media Network – The Company owns and operates the largest mall shopping network in Canada.

Our Sources of Revenue

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Hardware sales from reselling digital signage hardware from original equipment manufacturers such as Samsung and BrightSign.

Services revenue from helping customers design, deploy and manage their digital signage network, including:

Services revenue from helping customers design, deploy and manage their digital signage and in-store retail media networks, including:

Hardware system design/engineering

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Post-deployment network and field support

AdTech to traffic advertising and content directly and through programmatic channels

Recurring subscription licensing and support revenue from our digital signage software platforms, which are generally sold via a SaaS model.

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Reflect Xperience , a web-based interface that allows customers to give content scheduling access to local users via the web or mobile devices, while still maintaining centralized programming control;

Reflect AdLogic , the Company’s ad management platform for digital signage networks, which presently delivers approximately 50 million ads daily;

Clarity , the Company’s menu board solution, which has become a market leader for a range of restaurant, including QSR and convenience store applications;

Reflect Zero Touch , which allows customers to turn any screen into an interactive experience by allowing guests to engage using their mobile device;

AdLogic , the Company’s ad management platform for digital signage networks, which presently delivers approximately 50 million ads daily;

Clarity , the Company’s digital signage platform for menu board solutions, which has become a market leader for a range of restaurant, including QSR and convenience store applications;

iShowroomProX , an omni-channel digital sales support platform targeted at original equipment manufacturers in the transportation sector, which integrates with dozens of key data services including dealer inventory at the VIN level.

OSx+ , a digital VIN-level checklist used to assist in the tracking and delivery of new vehicles in the transportation sector, providing measurable lift in customer satisfaction scores and connected vehicle enrollments and subscription activations.

While hardware sales and support services revenues can fluctuate more significantly year over year based on new, large-scale network deployments, the Company is focusing on maintaining and increasing recurring SaaS revenue as digital signage adoption/utilization expands across the vertical markets we serve.

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Recent Developments

Public Offering

On August 17, 2023, the Company conducted a public offering for the sale by the Company of an aggregate of 3,000,000 shares of common stock, par value $0.01 per share at a public offering price of $2.00 per share and received approximately $5,454 in net proceeds, after deducting underwriting fees of $478 and offering costs of $68.

Reverse stock split

On March 27, 2023, the Company effected a 1-for-3 stock split of the shares of the Company’s common stock, par value $0.01 per share.

As a result of the reverse stock split, effective 12:01 am on March 27, 2023, every three shares of common stock then-issued and outstanding automatically combined into one share of common stock, with no change in par value per share.

All fractional shares resulting from the reverse split were rounded up to the nearest whole share of common stock.

In connection with the reverse stock split, the total number of shares of common stock authorized for issuance was reduced from 200,000,000 shares to 66,666,666 shares in proportion to the outstanding shares of common stock.

Effective as of the same time as the reverse stock split, the number of shares of common stock available for issuance under the Company’s equity compensation plans were reduced in proportion to the reverse stock split.

The reverse stock split also resulted in the number of shares of shares of common stock issuable upon exercise of outstanding warrants, or the exercise or vesting of equity awards, in proportion to the reverse stock split and caused a proportionate increase in exercise price or share-based performance criteria, where applicable.

Rejection of unsolicited offers

On February 2, 2023 and May 1, 2023, we received unsolicited proposals from Pegasus, to acquire all of the outstanding shares of common stock of the Company that are not owned by Pegasus for purchase prices of $0.83 per share in cash (or, as a result of our 1-for-3 reverse stock split effectuated in March 2023, $2.49 per share), and $2.85 per share in cash, respectively.

Pegasus is the beneficial owner of our common stock owned of record by Slipstream.

The Special Committee concluded that each proposal undervalued the Company based on the Special Committee’s views of the intrinsic value of the Company’s existing business and current and future prospects, and was not in the best interests of the Company’s existing shareholders.

Consequently, the Special Committee advised Pegasus that it rejected each proposal, and since such time, Pegasus has not made any subsequent acquisition proposal.

North Run Securities Purchase Agreement

On October 15, 2025, we entered into a Securities Purchase Agreement (the “Securities Purchase Agreement”) with North Run Strategic Opportunities Fund I, LP (the “Lead Investor”) and NR-SOF I (Co-Invest I), LP (together with the Lead Investor, the “Buyers”), each an affiliate of North Run Capital, LP (“North Run”), pursuant to which we agreed to sell in a private placement (the “Offering”), for an aggregate gross purchase price of $30,000, an aggregate of 30,000 shares of a newly established series of preferred stock, par value $0.01 per share, to be designated as Series A Convertible Preferred Stock (the “Preferred Shares”).

On November 5, 2025, in anticipation of the closing of the Offering, we filed the Certificate of Designations with the Secretary of State of the State of Minnesota, which established the designations, preferences, powers and rights of the Preferred Shares.

The closing of the purchase and sale of the Preferred Shares occurred on November 6, 2025.

We used net proceeds from the Offering to pay a portion of the purchase price for our acquisition of the business of Cineplex Digital Media Inc.

and its affiliates (the “CDM Acquisition”).

See Note 9, Series A Redeemable Convertible Preferred Stock , for a description of the terms of the Securities Purchase Agreement.

CDM Acquisition

On October 15, 2025, the Company entered into a Share Purchase Agreement (the “Share Purchase Agreement”) with its wholly owned subsidiary, 1001372953 Ontario Inc., an Ontario corporation and Cineplex Entertainment Limited Partnership, a Manitoba limited partnership (“Cineplex”), to acquire DDC Group International, Inc., an Ontario corporation and wholly owned subsidiary of Cineplex (“DDC”).

DDC is the parent company of its wholly owned subsidiary, Cineplex Digital Media Inc., an Ontario corporation (“CDMI”), and CDMI’s wholly owned subsidiary, Cineplex Digital Media US Inc., a Delaware corporation (“CDMUS”).

In this Report, DDC, CDMI and CDMUS are collectively referred to as “CDM”, and such acquisition is referred to as the “CDM Acquisition”.

On November 7, 2025, the parties consummated the transactions contemplated by the Share Purchase Agreement.

Upon the terms and conditions of the Share Purchase Agreement, at the closing of the CDM Acquisition, the Company (indirectly through 1001372953 Ontario Inc.) acquired ownership of all of the issued and outstanding capital shares of DDC for a total purchase price of approximately CAD $70,000, subject to customary purchase price adjustments.

The final purchase price after adjustments was approximately CAD $60,263 (or approximately USD $42,761).

See Note 5, Business Combinations , for a description of the terms of the Share Purchase Agreement.

Amended and Restated Credit Agreement

On November 6, 2025 (the “Refinancing Date”), the Company and certain of its subsidiaries entered into the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with FMB acting as agent (“Agent”), and a new syndicate of lenders (“Lenders”) which included FMB and two additional creditors, Northwest Bank (“NWB”) and Axos Bank (“Axos”;

together with NWB, the “New Lenders”).

In the ordinary course of its business, Agent has performed and may continue to perform commercial banking and financial services for the Company for which it has received and will continue to receive customary fees and expenses.

The Amended Credit Agreement provides the Company, CDMI and CDMUS (collectively, “Borrowers”) with two debt facilities, including a three-year term loan of $36,000 (the “Term Loan”) and a three-year revolving debt arrangement of up to $22,500 (the “New Revolving Credit Facility”).

The Term Loan and New Revolving Credit Facility in the Amended Credit Agreement both have maturity dates of November 6, 2028 (the “Maturity Date”), and are secured by all the assets of the Borrowers.

The Borrowers used a portion of the proceeds from the Term Loan to finance a portion of the purchase price for the CDM Acquisition (as defined below) and may use additional proceeds of the Term Loan and New Revolving Credit Facility to refinance certain indebtedness of the Borrowers, for working capital and for other general corporate purposes.

See Note 11, Debt , to the Consolidated Financial Statements for a description of the terms of the Amended Credit Agreement.

Results of Operations

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The tables presented below compare our results of operations from one period to another and present the results for each period and the change in those results from one period to another in both dollars and percentage change.

Year Ended December 31,

For The Years Ended

Services and other

Cost of sales:

Services and other

Total cost of sales

Operating expenses:

Sales and marketing expenses

General and administrative expenses

Loss on impairment of software asset

Total operating expenses

Operating income

Other expense (income):

Operating (loss) income

Other expenses (income):

Interest expense, including amortization of debt discount

Loss on change in fair value of contingent consideration

Gain on settlement of contingent consideration

Loss on debt extinguishment

Loss on debt modification

Other expenses (income), net

Total other expense (income)

Net loss before income taxes

Total other (income) expenses, net

Loss before income taxes

Income tax expense

Sales increased by $5,688, or 13%.

Hardware revenues were $18,259, a decrease of $2,044 or 10%.

Services and other revenues were $32,595, an increase of $7,732 or 31%, driven by installation and managed services revenue.

Managed services revenue, which includes both SaaS and help desk technical subscription services increased to $19,547 from $15,916.

The increase is driven by increasing software subscription revenue, with the annual recurring run rate of our subscription license revenue growing from $16,336 as of December 31, 2023 to $16,785 as of December 31, 2024.

This represents a year-over-year growth rate of approximately 6% in our higher margin, typically subscription-based, managed service revenue.

Gross profit increased $1,828 to $24,011 from $22,183, or 8%, through a combination of a 13% increase in revenue partially offset by a 2% decrease in gross margin percentage.

Gross margin decreased to 47% from 49% driven by revenue mix in our services revenue, which included an 83% increase in installation services in the current year.

Sales increased by $6,378 or 12.5%, to $57,232 for the year ended December 31, 2025 compared to $50,854 for the year ended December 31, 2024.

The increase was driven by the CDM Acquisition, which contributed $13,613 in total revenue from the November 7, 2025 acquisition date through December 31, 2025, partially offset by a decline in legacy CRI revenue on a standalone basis.

Hardware revenues were $21,232 for the year ended December 31, 2025, an increase of $2,973, or 16.3%, from $18,259 for the year ended December 31, 2024.

The increase in hardware revenues was primarily driven by purchases from customers in our QSR and sports and entertainment verticals along with incremental hardware attributable to the CDM Acquisition.

Services and other revenues were $36,000, an increase of $3,405, or 10.4%, from $32,595 in the prior year.

Legacy CRI experienced a $9,000 decline in service revenues primarily attributable to fewer deployments during the period, a decline in media revenue as the Company exited the media business effective October 1, 2024, and lower SaaS subscription revenues.

The decrease was offset by $12,577 of services and other revenues generated by CDM in the post-acquisition period.

Gross profit increased $1,703, or 7%, to $25,714 for the year ended December 31, 2025 from $24,011 for the year ended December 31, 2024.

Gross margin decreased to 44.9% from 47.2% The decline in gross margin percentage was primarily driven by the inclusion of CDM, which carries a different revenue and cost mix, as well as changes in product mix within legacy CRI operations, including higher-volume but lower-margin hardware deployments during the year.

Sales and Marketing Expenses

Sales and marketing expenses generally include the salaries, taxes, and benefits of our sales and marketing personnel, as well as trade show activities, travel, and other related sales and marketing costs.

Sales and marketing expenses increased by $768, or 15%, for the year ending December 31, 2024 as compared to the same period in 2023, driven primarily by the Company’s enhanced investments into sales and marketing activities, including increases of (1) $582 in fixed and variable sales costs as the Company continues to invest in new business development to strengthen its pipeline, and (2) $171 in variable third party media-related commissions.

Sales and marketing expenses decreased by $212, or 3.5%, to $5,803 for the year ended December 31, 2025 compared to $6,015 for the year ended December 31, 2024.

Legacy CRI sales and marketing expenses decreased approximately $780 primarily as a result of a decrease in fixed and variable salaries of our marketing personnel of $450 and decreased participation in tradeshows of $105.

The decrease in legacy CRI results was offset by $582 of CDM expenses for the post-acquisition period.

General and Administrative Expenses

General and administrative expenses increased $1,468, or 9%, for the year ending December 31, 2024 as compared to the same period in 2023.

The change is driven by an increase of $1,999 in personnel costs, including both the Company’s portion of employee benefits and other administrative and processing costs associated with employment, in the current year driven by increased headcount in development and administrative functions to support active and anticipated deployments for a growing number of customers.

Increases in general and administrative expenses were offset by a $550 decrease in stock compensation expense in the current period as all outstanding time vested and performance awards for employees and directors were fully expensed as of December 31, 2023.

General and administrative expenses increased $6,007, or 35.2%, to $23,065 for the year ended December 31, 2025 compared to $17,058 for the year ended December 31, 2024.

The increase was primarily attributable to (1) approximately $2,182 in stock-based compensation expense recognized in the current year in connection with equity awards granted in 2025, compared to $13 in the prior year, as all previously outstanding time-vested and performance awards were fully expensed as of December 31, 2024, (2) incremental general and administrative costs associated with CDM from the November 7, 2025 acquisition date of approximately $3,992 (3) Deal and other expenses related to the acquisition of CDM totaling $1,954, and (4) decrease in SG&A (excluding the effects of stock compensation and deal costs) of approximately $1,251 related to cost containment efforts related to legacy CRI.

These included a $1,367 reduction in fixed and variable salaries, benefits, and payroll taxes for general and administrative personnel, as well as broad-based savings achieved across multiple spending categories.

The Company implemented a number of low-cost restructuring measures and targeted vendor spend reductions, none of which were individually material, but which collectively contributed to a more efficient back-office cost structure.

These actions were further supported by the retirement of legacy software platforms and the transition to a unified ERP system, which has enabled modest improvements in workflow efficiency and systems integration.

Loss on Impairment of Software Asset

During the year ended December 31, 2025, the Company recognized a $5,712 asset impairment charge related to a proprietary software platform capitalized as an intangible asset under ASC 350-40.

The impairment was recorded after management determined that expected future cash flows associated with the platform were not sufficient to recover its carrying amount, primarily due to uncertainty regarding the renewal of an existing software license agreement.

The uncertainty arose in September 2025 when the customer communicated that it was unable to renew their license agreement due to budget constraints, representing a triggering event under ASC 350-40.

The impairment loss was measured as the excess of the asset’s carrying amount over its estimated fair value, which was determined using an income approach based on discounted cash flows and Level 3 inputs under ASC 820.

The impairment did not impact cash flows or liquidity, but it did result in a significant increase in total operating expenses for the year ended December 31, 2025.

Interest Expense

Interest expense, including amortization of debt discount, was $2,479 for the year ended December 31, 2025 compared to $1,775 for the same period in 2024, an increase of $704, or 39.7%.

The modest year-over-year increase reflects higher outstanding debt balances following the November 2025 refinancing in connection with the CDM Acquisition, partially offset by lower amortization of debt discount ($27 in 2025 compared to $569 in 2024 as the prior debt discount was fully written off upon extinguishment of the Prior Credit Agreement in May 2024).

See Note 11, Debt , to the Consolidated Financial Statements for a discussion of the Company’s debt and related interest expense obligations.

Loss on Change in Fair Value of Contingent Consideration

The Company has a contingent consideration arrangement related to the Merger to potentially pay additional cash amounts in future periods based on the lack of achievement of certain share price performance goals of our common stock.

See Note 2 Section 13 Summary of Significant Accounting Policies - Contingent Consideration to the Consolidated Financial Statements for a discussion of the Company's obligations related to the contingent consideration arrangement.

The contingent consideration arrangement is recorded at fair value and is classified as a liability on the acquisition date and is remeasured at each reporting period in accordance with ASC 805-30-35-1 using a Monte Carlo simulation model.

The change in the period represents the mark-to-market adjustment as of the balance sheet date.

Loss on extinguishment of debt

The Company recognized a $1,059 loss on extinguishment of debt equal to the remaining unamortized portion of debt discount associated with the Acquisition Term Loan and Consolidation Term Loan as of May 23, 2024, the date the Company entered into the Credit Agreement.

The Company had a contingent consideration arrangement related to its acquisition of Reflect, which was recorded at fair value and remeasured at each reporting period using a Monte Carlo simulation model.

During the year ended December 31, 2024, the Company recognized a $1,608 loss on the change in fair value of this contingent consideration.

The contingent consideration was settled with a gain in 2025.

Gain on Settlement of Contingent Consideration

During the year ended December 31, 2025, the Company recognized a gain of $4,775 on settlement of contingent consideration, representing the excess of the carrying value of the contingent consideration liability over the fair value of the cash and equity consideration transferred in settlement.

See Note 5, Business Combinations , to the Consolidated Financial Statements for further detail.

Loss on Debt Modification and Extinguishment

During the year ended December 31, 2025, the Company recognized a $24 loss on the modification of its revolving credit facility in connection with the Amended Credit Agreement in November 2025.

During the year ended December 31, 2024, the Company recognized a $1,059 loss on extinguishment of debt equal to the remaining unamortized portion of debt discount associated with the prior term loans when the Company entered into the Prior Credit Agreement on May 23, 2024.

Other Expense (Income), Net

Other expense, net was $516 for the year ended December 31, 2025 compared to other income, net of $102 for the year ended December 31, 2024, a change of $618.

Other expenses consist primarily of $293 in legal expenses incurred in connection with the contingent consideration settlement and a patent infringement claim and $283 in severance-related expenses in connection with the termination of certain employees as part of a cost-reduction initiative.

Supplemental Operating Results on a Non-GAAP Basis

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Amortization of debt discount

Other interest, net

Amortization of deferred financing costs

Interest expense, net

Depreciation/amortization:

Amortization of intangible assets

Amortization of employee share-based awards

Depreciation of property and equipment

Income tax expense (benefit)

Loss (Gain) on fair value of contingent consideration

Loss on debt extinguishment

Gain on settlement of contingent consideration

Stock-based compensation

Deal & transaction expenses

Loss on impairment of software asset

Loss on modification of revolver

Other expense (income)

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Stock-based compensation – Director grants

Other expense (income)

Other (income) expense

Adjusted EBITDA

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Operating Activities

The cash flows provided by operating activities were $3,381 and $5,167 for the years ended December 31, 2024 and 2023, respectively.

The Company generated a net loss of $3,508, which included depreciation and amortization expense (inclusive of amortization of debt discount) of $4,647, a loss on the extinguishment of debt of $1,059, and a loss on the change in fair value of contingent consideration of $1,608.

The Company had a $531 decrease in cash provided by operating activities due to changes in operating assets and liabilities, primarily due to decreases in accounts payable, and customer deposits, partially offset by a decrease in accounts receivable.

Net cash used in operating activities was $7,750 for the year ended December 31, 2025 compared to net cash provided by operating activities of $3,381 for the year ended December 31, 2024.

Cash used in 2025 was primarily attributable to a net loss of $8,276, adjusted for net non-cash charges of $12,021, offset by a $11,495 net decrease in cash from changes in operating assets and liabilities.

Cash provided in 2024 was primarily attributable to a net loss of $3,508, adjusted for net non-cash charges of $7,675, offset by a $786 net decrease in cash from changes in operating assets and liabilities.

Investing Activities

Net cash used in investing activities during the year ended December 31, 2024 was $2,801 as compared to $4,027 for the same period in 2023.

We currently do not have any commitments for capital expenditures as of December 31, 2024.

The reduction in capital expenditures in 2024 compared to prior period was anticipated as the Company has been reducing third-party development resources utilized for the modernization and internationalization of our automotive platform, which launched to user acceptance testing during the second quarter of 2024.

Net cash used in investing activities was $40,477 for the year ended December 31, 2025 compared to $2,801 for the year ended December 31, 2024.

The increase was primarily attributable to $37,983 in net cash paid for the CDM Acquisition on November 7, 2025 (net of cash acquired).

Capitalization of internally developed software costs was $2,188 for the year ended December 31, 2025 compared to $2,790 for the year ended December 31, 2024, with the decrease reflecting the completion of the Company's automotive digital signage platform during the second quarter of 2024.

Purchases of property and equipment were $306 for the year ended December 31, 2025 compared to $11 for the year ended December 31, 2024.

The Company did not have any material commitments for capital expenditures as of December 31, 2025.

Financing Activities

Net cash used in financing activities during the year ended December 31, 2024 was $2,453 compared to net cash provided by financing activities of $137 for the same period in 2023.

Net cash used in financing activities during the year ended December 31, 2024, is primarily the result of the repayment of related party term debt totaling $15,147, partially offset by net proceeds of $13,044 from borrowings and payments under the Company's revolving credit facility.

Net cash provided by financing activities was $48,739 for the year ended December 31, 2025 compared to net cash used of $2,453 for the year ended December 31, 2024.

Cash provided in 2025 was primarily driven by capital raised in connection with the CDM Acquisition, of which $30,000 represented gross proceeds from the sale of Series A Redeemable Convertible Preferred Stock (net of $2,544 in issuance costs) and $36,000 represented proceeds from the Term Loan under the Amended Credit Agreement.

These inflows were partially offset by net repayments under the revolving credit facility of $8,105, a $3,000 cash payment in connection with the settlement of the contingent consideration liability, $2,272 in repayments of finance lease obligations, $850 in deferred financing costs, and $490 in scheduled term loan repayments.

Cash used in 2024 was primarily attributable to $15,147 in repayments of term debt, partially offset by $13,044 in net borrowings under the revolving credit facility.

See Note 11, Debt , to the Consolidated Financial Statements for further discussion.

Off-Balance Sheet Arrangements

During the year ended December 31, 2025, we did not engage in any off-balance sheet arrangements set forth in Item 303(a) (4) of Regulation S-K.

Critical Accounting Policies and Estimates

Our management is responsible for our financial statements and has evaluated the accounting policies to be used in their preparation.

Our management believes these policies are reasonable and appropriate.

The Company’s significant accounting policies are described in Note 2 Summary of Significant Accounting Policies of the Company’s Consolidated Financial Statements included within Part II, ITEM 8 of this Report.

The following discussion identifies those accounting policies that we believe are critical in the preparation of our financial statements, the judgments and uncertainties affecting the application of those policies and the possibility that materially different amounts will be reported under different conditions or using different assumptions.

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America (“GAAP”) requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of commitments and contingencies at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Our actual results could differ from those estimates.

Revenue Recognition

We recognized revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers (“ASC 606”).

Under ASC 606, we account for revenue using the following steps:

Identify the contract, or contracts, with a customer;

Identify the performance obligations in the contract;

Determine the transaction price;

Allocate the transaction price to the identified performance obligations;

Recognize revenue when, or as, we satisfy our performance obligations.

See Note 2 Summary of Significant Accounting Policies and Note 4 Revenue Recognition in our Consolidated Financial Statements, included in Part II, ITEM 8 of this Report, for a complete discussion of our revenue recognition policies.

Contractual Obligations and Commitments

As of December 31, 2025, we had operating and finance lease obligations of approximately $23,912 payable over the next five years.

These obligations relate primarily to corporate office space, warehousing and light-assembly facilities used to stage and deploy digital signage hardware, and leased equipment supporting our operations.

Our contractual lease commitments increased materially during 2025 as a result of the CDM Acquisition on November 7, 2025, which added leases for the Waterloo, Ontario corporate office (operating lease) and two finance leases covering facilities and equipment with Cadillac Fairview and Cominar.

Critical Accounting Estimates

The preparation of financial statements and related disclosures are in conformity with U.S.

These accounting principles require us to make estimates and judgments that can affect the reported amounts of assets and liabilities as of the date of the financial statements, as well as the reported amounts of revenue and expense during the periods presented.

We believe that the estimates and judgments upon which we rely are reasonable based upon information available to us at the time that we make these estimates and judgments.

To the extent that there are material differences between these estimates and actual results, our financial results will be affected.

The accounting policies that reflect our more significant estimates and judgments and which we believe are the most critical to aid in fully understanding and evaluating our reported financial results are described below.

We consider an accounting estimate to be critical if:

(i) the accounting estimate requires us to make assumptions about matters that were highly uncertain at the time the accounting estimate was made, and (ii) changes in the estimate that are reasonably likely to occur from period to period or use of different estimates that we reasonably could have used in the current period, would have a material impact on our financial condition or results of operations.

Management has identified certain critical accounting estimates which are outlined below.

In addition, there are other items within our financial statements that require estimation but are not deemed critical, as defined above.

Changes in estimates used in these and other items could have a material impact on our financial statements.

Business Combinations

On November 7, 2025, the Company completed the CDM Acquisition and accounted for the transaction as a business combination under ASC 805, Business Combinations .

The accounting for a business combination requires the Company to make significant estimates and assumptions to determine the fair values of assets acquired and liabilities assumed, especially with respect to intangible assets.

These estimates are based on information available at the acquisition date and are inherently uncertain.

The Company engaged a third-party valuation specialist to assist in the determination of fair values.

The key assumptions underlying the preliminary purchase price allocation include discount rates, projected revenue growth rates, customer attrition rates, royalty rates, and the remaining useful lives of identified intangible assets.

The valuation of customer relationships utilized the multi-period excess earnings method, developed technology utilized the relief-from-royalty method, and non-compete agreements utilized the with-and-without method.

Changes in the assumptions used to determine fair value could result in materially different asset and liability values, which would affect the amount of goodwill recognized and the amortization of intangible assets in future periods.

The purchase price allocation for the CDM Acquisition remains preliminary as of December 31, 2025 and is subject to adjustment during the measurement period, which extends through November 7, 2026.

Preliminary fair values may be revised as additional information becomes available, including but not limited to the finalization of the valuation of identified intangible assets, the assessment of deferred tax assets and liabilities, and the resolution of post-closing working capital adjustments.

See Note 5, Business Combinations , for additional information.

Goodwill is evaluated for impairment annually as of September 30 and whenever events or circumstances make it more likely than not that impairment may have occurred.

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However, if actual results are not consistent with our estimates or assumptions, we may be exposed to an impairment charge that could be material.

Accounting for income taxes requires recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statements or tax returns.

Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities.

These deferred taxes are measured by applying the provisions of tax laws in effect at the balance sheet date, including the impact of the Tax Cuts and Jobs Act enacted on December 22, 2017 (the “Tax Act”).

We recognize in income the effect of a change in tax rates on deferred tax assets and liabilities in the period that includes the enactment date.

As of December 31, 2024, a full valuation allowance is recorded against our deferred tax.

The valuation allowance is based, in part, on our estimate of future taxable income, the expected utilization of federal and state tax loss carryforwards, and credits and the expiration dates of such tax loss carryforwards.

Significant assumptions are used in developing the analysis of future taxable income for purposes of determining the valuation allowance for deferred tax assets which, in our opinion, are reasonable under the circumstances.

Impact of Recently Issued Accounting Pronouncements

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What changed 10-K

Item 5. Market for Registrant’s Common Equity