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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): February 17, 2025

 

(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:

 

 

 

 

 

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

 

 

 

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. ☐

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On June 17, 2022, Creative Realities, Inc. (the “Company”) filed a Current Report on Form 8-K disclosing, among other things, the issuance of an option to purchase up to 1,000,000 shares of Company common stock to its Chief Executive Officer and Chairman, Richard Mills (the “Option”). The number of option shares was subsequently reduced to 333,334 effective upon the Company’s March 27, 2023 1-for-3 reverse stock split. The vesting of the Option depends in part on the Company’s share price meeting various share price targets. One such share price target is an amount equal to the “Guaranteed Price,” as such term is defined in that certain Agreement and Plan of Merger dated November 12, 2021 (as amended the “Merger Agreement”) by and among the Company, Reflect Systems, Inc., a Delaware corporation (“Reflect”), CRI Acquisition Corporation, a Delaware corporation, and RSI Exit Corporation, a Texas corporation and representative of the former stockholders of Reflect (“RSI”). Under the terms of the option agreement, the Option was to vest on or before February 17, 2025, which is the date on which the amount of the “Guaranteed Consideration” payable to former Reflect stockholders was to be determined under the Merger Agreement, after which unvested portions of the Option would terminate.

 

The Company and RSI currently disagree on the Guaranteed Price and the amount of the Guaranteed Consideration. On February 17, 2025, the Company amended the Option to extend the vesting period from February 17, 2025 to the date on which the “Guaranteed Price” is agreed upon by the Company and RSI, or finally determined in accordance with the terms of the Merger Agreement, but only for so long as Mr. Mills continues to serve the Company as a director, officer, employee or consultant.

 

Item 9.01. Financial Statement and 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.

 

Date: February 21, 2025