false 0001356093 0001356093 2023-03-28 2023-03-28 0001356093 crex:CommonStockParValue0001PerShareCustomMember 2023-03-28 2023-03-28 0001356093 crex:WarrantsToPurchaseCommonStockCustomMember 2023-03-28 2023-03-28

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): March 28, 2023

 

(Exact name of registrant as specified in its charter)

 

 

 

(Registrant’s telephone number, including area code)

 

Not applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

 

 

 

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

 

 

On March 28, 2023, Creative Realities, Inc. (the "Company") issued a press release announcing, among other things, achievement of its previously published target of $43 million of revenue for the year-ended December 31, 2022 (the "2022 Revenue").  A copy of the press release is attached hereto as Exhibit 99.1 The portions of the press release describing the 2022 Revenue is deemed to be “furnished” and not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is not otherwise subject to the liabilities of that Section, and shall not be deemed incorporated by reference into Item 8.01 below or any filing under the Exchange Act or the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

 

 

As previously reported, on February 7, 2023, the Company issued a press release announcing that Pegasus Capital Advisors, L.P. (“Pegasus”) made a non-binding proposal to acquire of all of the outstanding shares of common stock of the Company not owned by Pegasus (the “Proposal”) for a purchase price of $0.83 per share (or, as a result of our recent reverse stock split, $2.49 per share) in cash. The Special Committee of the Company’s Board of Directors (the “Special Committee”) has concluded that such Proposal undervalues the Company based on the Company’s existing business and current and future prospects, and is not in the best interests of the Company’s existing shareholders.

 

The Special Committee advised Pegasus that it has rejected the Proposal. The Special Committee remains available to evaluate and respond to any revised proposal.  There can be no assurance that any revised proposal or definitive offer will be made or accepted, that any agreement will be executed, or that any transaction will be consummated.

 

The press release attached as Exhibit 99.1 describes the foregoing and (except with respect to the discussion of the 2022 Revenue) is incorporated herein by reference.

 

 

(d)         Exhibits

 

 

 

 

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 hereunto duly authorized.