Business Context and Reporting Period
Company: Creative Realities, Inc. (CREX)
Filing Type: Form 8-K (Current Report)
Date of Report: February 17, 2025
Reporting Period: Event date of February 17, 2025
This filing reports the execution of a Third Amendment to the Merger Agreement originally entered into on November 12, 2021, between Creative Realities, Inc., Reflect Systems, Inc., and RSI Exit Corporation.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on a material definitive agreement regarding a merger transaction.
Material Changes
- Merger Agreement Amendment: On February 17, 2025, the parties executed a Third Amendment to the Merger Agreement.
- Payment Mechanism: The amendment establishes a process for former Reflect stockholders to seek payment of "Guaranteed Consideration."
- Submission Window: Stockholders may submit written demands for payment during a 30-day period commencing on February 24, 2025.
Guidance, Outlook, and Risks
Management Commentary: The filing confirms the procedural update to the merger agreement but does not include forward-looking financial guidance or general business outlook commentary.
Risks and Contingencies: The primary contingency noted is the requirement for former Reflect stockholders to actively submit written demands within the specified 30-day window to receive Guaranteed Consideration. Failure to submit a demand within this period may impact eligibility for payment under the terms of the Merger Agreement.
Investor Verification Checklist
- Verify the specific terms and calculation methodology of the "Guaranteed Consideration" in the original Merger Agreement and its amendments.
- Confirm the exact deadline for submitting written demands (30 days starting February 24, 2025).
- Review the attached Exhibit 10.1 (Third Amendment to Merger Agreement) for any additional conditions precedent to payment.
- Check subsequent filings for updates on the status of the merger and the volume of demands received.