Current Report Filing (8-k)
May 01 2020 - 5:05PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities Exchange Act of 1934
Date
of Report (date of earliest event reported): April 27, 2020
CREATIVE
REALITIES, INC.
(Exact
name of registrant as specified in its charter)
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Minnesota
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001-33169
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41-1967918
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(State
or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS
Employer
Identification
No.)
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13100
Magisterial Drive, Suite 100, Louisville, KY
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40223
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(Address
of principal executive offices)
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(Zip
Code)
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(502)
791-8800
(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:
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☐
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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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:
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Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Common
Stock, par value $0.001 per share
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CREX
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The
Nasdaq Stock Market LLC
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Warrants
to purchase Common Stock
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CREXW
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The
Nasdaq Stock Market LLC
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Item 1.01
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Entry
into a Material Definitive Agreement.
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On
April 27, 2020, Creative Realities, Inc. (the “Company”) entered into a Promissory Note with Old National Bank (the
“Promissory Note”), which provides for an unsecured loan of $1,551,800 pursuant to the Paycheck Protection Program
under the Coronavirus Aid, Relief, and Economic Security Act and applicable regulations (the “CARES Act”). The Promissory
Note has a term of two years with a 1% per annum interest rate. Payments are deferred for six months from the date of the Promissory
Note and the Company can apply for forgiveness of the Promissory Note after 60 days. Forgiveness of the Promissory Note will be
determined in accordance with the provisions of the CARES Act and applicable regulations. Any principal and interest amounts outstanding
after the determination of amounts forgiven will be repaid on a monthly basis.
The
foregoing summary description of the terms and conditions of the Promissory Note does not purport to be complete and is qualified
in its entirety by reference to the Promissory Note, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K
and is incorporated herein by reference.
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Item 2.03
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Creation of a Direct Financial Obligation or an Obligation
under an Off-Balance Sheet Arrangement of a Registrant
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The
information with respect to the Promissory Note in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
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Item 3.01.
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Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On
April 28, 2020, the Company received a letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”)
advising the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Company’s
common stock had closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant
to Nasdaq Listing Rule 5550(a)(2) (the “Minimum Bid Price Requirement”). The Notice has no effect on the listing
of the Company’s common stock at this time, and the Company’s common stock continues to trade on The Nasdaq Capital
Market under the symbol “CREX”.
Under
Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar day period following the date of the Notice the closing bid price
of the Company’s common stock is at or above $1.00 for a minimum of 10 consecutive business days, the Company will regain
compliance with the Minimum Bid Price Requirement and its common stock will continue to be eligible for listing on The Nasdaq
Capital Market, absent noncompliance with any other requirement for continued listing.
On
April 16, 2020, Nasdaq announced it was providing temporary relief from continued listing bid price requirements through
June 30, 2020. Under the relief, the Company will have additional time to regain compliance with the listing bid price requirements
with the compliance period beginning July 1, 2020. As such, the compliance period for the Company will expire on December 28,
2020 (the “Compliance Period”).
The
Notice also disclosed that in the event the Company does not regain compliance with the Minimum Bid Price Requirement by the end
of the Compliance Period, the Company may be eligible for additional time. To qualify for additional time, the Company would be
required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards
for The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement, and would need to provide written notice
of its intention to cure the deficiency during the second compliance period, by effecting a reverse stock split, if necessary.
However, if it appears to Nasdaq that the Company will not be able to cure the deficiency, or if the Company is otherwise not
eligible, Nasdaq would notify the Company that its securities would be subject to delisting. In the event of such notification,
the Company may appeal Nasdaq’s determination to delist its securities, but there can be no assurance that Nasdaq would
grant the Company’s request for continued listing.
The
Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available
options to regain compliance with the Minimum Bid Price Requirement under the Nasdaq Listing Rules.
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Item
9.01
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Financial
Statements and Exhibits.
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SIGNATURE
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.
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Creative
Realities, Inc.
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(Registrant)
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Date:
May 1, 2020
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By:
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/s/
Will Logan
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Will
Logan
Chief Financial Officer
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3
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