As
filed with the Securities and Exchange Commission on May 14, 2020
Registration No. [---]
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
S-3
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
Creative
Realities, Inc.
(Exact
name of registrant as specified in its charter)
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Minnesota
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41-1967918
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(State
or jurisdiction of
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(I.R.S.
Employer
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incorporation
or organization)
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Identification
No.)
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13100
Magisterial Drive, Suite 100
Louisville,
KY 40223
(502)
791-8800
(Address,
including zip code, and telephone number, including area code,
of
registrant’s principal executive offices and principal place of business)
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Will
Logan
Chief
Financial Officer
13100
Magisterial Drive, Suite 100
Louisville,
KY 40223
(502)
791-8800
(Name,
address, including zip code, and telephone number,
including area code, of agent for service)
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Copy
to:
Bradley
A. Pederson, Esq.
Maslon
LLP
3300
Wells Fargo Center
90
South 7th Street
Minneapolis,
Minnesota 55402
Telephone:
(612) 672-8200
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Approximate
date of commencement of proposed sale to the public: From time to time on or after the effective date of this Registration
Statement.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please
check the following box. ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check
the following box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list
the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated
filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange
Act.
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Large
accelerated filer ☐
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Accelerated
filer ☐
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Non-accelerated
filer ☐
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Smaller
reporting company ☒
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Emerging
growth company ☐
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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 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
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Title of each class of Securities to be registered
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Amount to be registered
(1)
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Proposed maximum offering price per security
(2)(3)
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Proposed maximum aggregate offering price
(2)(3)
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Amount of registration fee
(4)
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Common stock, par value $0.01 per share
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—
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—
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—
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—
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Preferred stock
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—
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—
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—
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—
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Warrants
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—
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—
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—
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—
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Debt Securities
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—
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—
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—
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—
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Total
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$
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50,000,000
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$
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50,000,000
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$
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6,490.00
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(1)
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An indeterminate number of shares of common stock and preferred
stock, an indeterminate number of warrants to purchase common stock, preferred stock and/or debt securities, and an indeterminate
principal amount of debt securities are being registered hereunder, which together shall have an aggregate initial offering price
not to exceed $50,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt
securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $50,000,000,
less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold
separately or as units with other securities registered hereunder. The proposed maximum offering price per unit will be determined,
from time to time, by the registrant in connection with the issuance by the registrant of the securities registered hereunder.
The securities registered hereunder also include such indeterminate number of shares of common stock and preferred stock and amount
of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion
or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any of such securities. In addition, pursuant
to Rule 416 under the Securities Act, there are also being registered hereunder an indeterminate number of shares of common stock
and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock
dividends or similar transactions.
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(2)
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The
proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection
with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant
to General Instruction II.D. of Form S-3 under the Securities Act.
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(3)
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Estimated
solely for the purpose of computing the registration fee pursuant to Rule 457(o) under the Securities Act, and exclusive of accrued
interest, distributions and dividends, if any.
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(4)
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Calculated
pursuant to Rule 457(o) under the Securities Act.
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The
Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until
the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective
on such date as the Commission, acting pursuant to said Section 8(a), may determine.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is
not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
Subject
to completion, dated May 14, 2020
PROSPECTUS
$50,000,000
Creative
Realities, Inc.
Common
Stock
Preferred
Stock
Warrants to Purchase Common Stock or Preferred Stock
Debt
Securities
We may offer from time to time securities described
in this prospectus separately or together in any combination. We may offer and sell such securities in one or more offerings with
a total aggregate principal amount or initial purchase price not to exceed $50,000,000. These securities may be convertible into
or exchangeable for our other securities. This prospectus provides a general description of these securities. We will provide you
with specific information about the offering and terms of these securities in supplements to this prospectus. We may also authorize
one or more free writing prospectuses to be provided to you in connection with these offerings. The prospectus supplement and any
related free writing prospectus may also add, update or change information contained in this prospectus. You should carefully read
this prospectus, the applicable prospectus supplement and any related free writing prospectus, as well as any documents incorporated
by reference, before buying any of the securities being offered.
This
prospectus may not be used to offer or sell securities unless accompanied by a prospectus supplement.
We
may offer and sell these securities on a continuous or delayed basis, at prices and on terms to be determined at the time of any
particular offering, directly to purchasers, through agents, dealers or underwriters as designated from time to time, or through
a combination of these methods. See “Plan of Distribution.” The prospectus supplement for each offering will describe
in detail the plan of distribution for that offering and will set forth the names of underwriters, dealers or agents, if any,
involved in the offering and any applicable discounts or commissions payable to them. Net proceeds from the sale of the securities
also will be set forth in the applicable prospectus supplement.
Unless otherwise stated in a prospectus supplement,
none of these securities will be listed on any securities exchange. Our common stock is listed on The NASDAQ Capital Market under
the symbol “CREX.” The last reported per share price for our common stock was $4.58, as quoted on The NASDAQ Capital
Market on May 13, 2020. As of May 13, 2020, the aggregate market value of our outstanding common stock held by non-affiliates (our
“public float”) was $21,665,351. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities
in a public primary offering in reliance on such General Instruction with a value exceeding one-third of our public float during
any 12-month period.
Investing
in our securities involves a high degree of risk. You should review carefully the risks and uncertainties described under the
heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus,
and under similar headings in the other documents that are incorporated by reference into this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.
The
date of this prospectus is May 14, 2020.
Table
of Contents
ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the Commission, using
a “shelf” registration process. Under this shelf registration process, from time to time, we may sell any combination
of the securities described in this prospectus in one or more offerings. This prospectus provides you with a general description
of the securities we may offer. Each time we offer and sell securities under this prospectus, we will provide a prospectus supplement
that will contain more specific information about the terms of the applicable offering. The prospectus supplement may include
a discussion of risks or other special considerations applicable to us or the offered securities. We may also authorize one or
more free writing prospectuses to be provided to you that may contain material information relating to these offerings. The prospectus
supplement, and any related free writing prospectus that we may authorize to be provided to you, may also add, update or change
the information contained in this prospectus or in the documents incorporated by reference into this prospectus. If there is any
inconsistency between the information in this prospectus and the applicable prospectus supplement, you must rely on the information
in the prospectus supplement. We urge you to carefully read this prospectus, any applicable prospectus supplement and any related
free writing prospectus, together with the information incorporated herein by reference as described under the headings “Where
You Can Find More Information” and “Incorporation of Information by Reference” before buying any of the securities
being offered. THIS PROSPECTUS MAY NOT BE USED TO CONSUMMATE A SALE OF SECURITIES UNLESS IT IS ACCOMPANIED BY A PROSPECTUS
SUPPLEMENT.
You
should rely only on the information contained in, or incorporated by reference into, this prospectus or any applicable prospectus
supplement, along with the information contained in any related free writing prospectus that we have authorized for use in connection
with a specific offering. We have not authorized anyone to provide you with different information. No dealer, salesperson or other
person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus
supplement or any related free writing prospectus that we may authorize to be provided to you. You must not rely on any unauthorized
information or representation. The information in this prospectus, any applicable prospectus supplement or any related free writing
prospectus is accurate only as of the date on the front of the document, and any information we have incorporated by reference
is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus,
any applicable prospectus supplement or any related free writing prospectus, or any sale of a security. Our business, financial
condition, results of operations and prospects may have changed since those dates.
Unless
the context requires otherwise or unless otherwise indicated, all references to “Creative Realities,” the “Company,”
“we,” “our,” or “us” refer collectively to Creative Realities, Inc.
This
prospectus does not constitute, and any prospectus supplement or other offering materials related to an offering of securities
described in this prospectus will not constitute, an offer to sell, or a solicitation of an offer to purchase, the offered securities
in any jurisdiction to or from any person to whom or from whom it is unlawful to make such offer or solicitation in such jurisdiction.
THE
COMPANY
This
summary contains basic information about us. You should read the entire prospectus carefully, especially the risks of investing
in our securities discussed under “Risk Factors.” Some of the statements contained in this prospectus, including statements
under this summary and “Risk Factors” are forward-looking statements and may involve a number of risks and uncertainties.
We note that our actual results and future events may differ significantly based upon a number of factors. You should not put
undue reliance on the forward-looking statements in this document, which speak only as of the date on the cover of this prospectus.
Company
Overview
Creative
Realities, Inc. is a Minnesota corporation (the “Company”) that provides innovative digital marketing technology and
solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain
international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as
well as the related media management and distribution software platforms and networks, device management, product management,
customized software service layers, systems, experiences, workflows, and integrated solutions. Our technology and solutions include:
digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors
and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and
web-based media that enable our customers to transform how they engage with consumers. We have expertise in a broad range of existing
and emerging digital marketing technologies, as well as the following related aspects of our business: content, network management,
and connected device software and firmware platforms; customized software service layers; hardware platforms; digital media workflows;
and proprietary processes and automation tools. We believe we are one of the world’s leading interactive marketing technology
companies that focuses on the retail shopper experience by helping retailers and brands use the latest technologies to create
better shopping experiences.
On
November 20, 2018, we closed on our acquisition of Allure Global Solutions, Inc. (the “Allure Acquisition”). While
the Allure Acquisition expanded our operations, geographical footprint and customer base and also enhanced our current product
offerings, the core business of Allure is consistent with the operations of Creative Realties, Inc.
Our
main operations are conducted directly through Creative Realities, Inc., and under our wholly owned subsidiaries Allure Global
Solutions, Inc., a Georgia corporation, Creative Realities Canada, Inc., a Canadian corporation, and ConeXus World Global, LLC,
a Kentucky limited liability company. Our other wholly owned subsidiary Creative Realities, LLC, a Delaware limited liability
company, has been effectively dormant since October 2015, the date of the merger with ConeXus World Global, LLC.
We
generate revenue in this business by:
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consulting
with our customers to determine the technologies and solutions required to achieve their specific goals, strategies and objectives;
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designing
our customers’ digital marketing experiences, content and interfaces;
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engineering
the systems architecture delivering the digital marketing experiences we design – both software and hardware – and
integrating those systems into a customized, reliable and effective digital marketing experience;
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managing
the efficient, timely and cost-effective deployment of our digital marketing technology solutions for our customers;
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delivering
and updating the content of our digital marketing technology solutions using a suite of advanced media, content and network management
software products; and
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maintaining
our customers’ digital marketing technology solutions by: providing content production and related services; creating additional
software-based features and functionality; hosting the solutions; monitoring solution service levels; and responding to and/or
managing remote or onsite field service maintenance, troubleshooting and support calls.
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These
activities generate revenue through: bundled-solution sales; consulting services, experience design, content development and production,
software development, engineering, implementation, and field services; software license fees; and maintenance and support services
related to our software, managed systems and solutions.
We
currently market and sell our technology and solutions primarily through our sales and business development personnel, but we
also utilize agents, strategic partners, and lead generators who provide us with access to additional sales, business development
and licensing opportunities.
Our
digital marketing technology solutions have application in a wide variety of industries. The industries in which we sell
our solutions are established and include automotive, apparel & accessories, banking, baby/children, beauty, CPG, department
stores, digital out-of-home (“DOOH”), electronics, fashion, fitness, foodservice/quick service restaurant (“QSR”),
financial services, gaming, luxury, mass merchants, mobile operators, and pharmacy retail; however, the planning, development,
implementation and maintenance of technology-enabled experiences involving combinations of digital marketing technologies is relatively
new and evolving. Moreover, a number of participants in these industries have only recently started considering or expanding
the adoption of these types of technologies, solutions and experiences as part of their overall marketing strategies. As
a result, we remain without an established history of profitability.
Market
Opportunity
We
believe that the adoption and evolution of digital marketing technology solutions will increase substantially in years to come
both in the industries in which we currently focus and in others. We also believe that adoption of our solutions depends not only
upon the services and solutions that we provide but also upon the cost of hardware used to process and display content. While
the costs of hardware configurations and software media players have historically decreased and we believe they will continue
to do so at an accelerating rate, flat panel displays and players typically constitute a large portion of the expenditure customers
make relative to the entire cost of implementing a digital marketing system implementation and can be a barrier to customer deployment.
As a result, we believe that the broader adoption of digital marketing technology solutions is likely to increase, although we
cannot predict the rate at which such adoption will occur.
Another
key component of our business strategy, given the evolving dynamics of the industry in which we operate, is to acquire and integrate
other operating companies in the industry in conjunction with pursuing our organic growth objectives. We believe that the selective
acquisition and successful integration of certain companies will: accelerate our growth in targeted vertical and operating markets;
enable us to cost-effectively aggregate multiple customer bases onto a single business and technology platform; provide us with
greater operating scale on a consolidated basis; enable us to leverage a common set of processes and tools, and cost efficiencies
company-wide; and ultimately result in higher operating profitability and cash flow from operations. Our management team evaluates
acquisition opportunities on an ongoing basis. Our management team and Board of Directors have broad experience with the execution,
integration and financing of acquisitions. We believe that, based on the foregoing, we can successfully serve as a consolidator
of multiple business and technology platforms serving similar markets.
Corporate
Organization
Our
principal offices are located at 13100 Magisterial Drive, Ste 100, Louisville, Kentucky 40223, and our telephone number at that
office is (502) 791-8800.
The
legal entity that is the registrant was originally incorporated and organized as a Minnesota corporation under the name Wireless
Ronin Technologies, Inc. in March 2003. Our business initially focused on the provision of expertise in digital media marketing
solutions to customers, including digital signage, interactive kiosks, mobile, social media and web-based media solutions. We
acquired the assets and business of Broadcast International, Inc., a Utah corporation and public registrant, through a merger
transaction that was effective as of August 1, 2014. Then on August 20, 2014, we consummated a merger transaction with Creative
Realities, LLC, a privately owned Delaware limited liability company, in which we issued a majority of our issued and outstanding
shares of common stock. In that merger transaction, we acquired the interactive marketing technology business of Creative Realities
that we currently operate. Shortly after that merger, we changed our corporate name from Wireless Ronin Technologies, Inc. to
“Creative Realities, Inc.” On October 15, 2015, we acquired the assets and business of ConeXus World Global, LLC,
a privately-owned Kentucky limited liability company for which we issued preferred and common stock. In that merger transaction,
we acquired the systems integration and marketing technology business of ConeXus World that we currently operate. On May 23, 2016,
we dissolved Broadcast International, Inc. On November 20, 2018, we acquired Allure Global Solutions, Inc. (“Allure”),
an enterprise software development company (as further described below).
Our
corporate structure, including our principal operating subsidiaries, is as follows:
Our
fiscal year ends December 31. Neither we nor any of our predecessors have been in bankruptcy, receivership or any similar proceeding.
Business
Strategy
We
believe that our existing business model is highly scalable and can be expanded successfully as we continue to grow organically
and integrate our recent merger transactions, acquire and integrate other companies which operate directly in our target markets,
strengthen our operational practices and procedures, further streamline our administrative office functions, and continue to capitalize
on various marketing programs and activities.
Industry
Background
Over
approximately the past 18-36 months, we believe certain digital marketing technology industry trends are creating the opportunity
for retailers, brands, venue-operators, enterprises, non-profits and other organizations to create innovative shopping, marketing,
and informational experiences for their customers and other stakeholders in various venues worldwide. These trends include: (i)
the expectations of technology-savvy consumers; (ii) addressing on-line competitors by improving physical experiences; (iii) accelerating
decline in the cost of hardware configurations (primarily flat panel displays) and software media players; (iv) the continued
evolution of mobile, social, software and hardware technologies, applications and tools; (v) increasing sophistication of social
networking platforms; (vi) increasingly complex customer requirements related to their specific digital marketing technology and
solution objectives; and (vii) customers challenging service providers with the delivery of a satisfactory consumer experience
with the traditional pressure on reducing installation and ongoing operating costs.
As
a result, a growing number of retailers, brands, venue-operators and other organizations have identified the need and opportunity
to implement increasingly cost-effective and “sales-lifting” digital marketing, and interactive experiences to market
to their customers. These experiences include creating unique and customized experiences for targeted, timely offerings and relevant
promotions; improving engagement resulting in increased sales; and increasing shopping basket size. We believe our clients consider
capitalizing on these industry trends to be increasingly critical to any successful “store of the future” retail and
brand sales environment, especially where sales staff turnover is high, training outcomes are inconsistent and product knowledge
is low.
Companies
are accomplishing their strategies by implementing various digital marketing technology solutions, which: are implemented in multiple
forms and types of configurations and locations; attempt to achieve any of a broad range of individual or combination of objectives;
contain various levels of targeting; have the ability to instantly manage single or multiple locations remotely from a customer’s
desktop or other connected device at each location; and are built to deliver or contain a standard or customized experience unique
to and within the customer’s environment. Examples of such solutions include:
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Digital
Merchandising Systems, which aim to inform and interact with customers through various types of content in an integrated experience,
improve in-store customer experiences and increase overall sales, upsells, and/or cross-sales;
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Digital
Sales Assistants, which aim to replace or augment existing sales resources and the level of interactive and informational sales
assistance inside the store;
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Digital
Way-Finders, which aim to help customers navigate their way around individual retail stores and multi-store locations or venues,
or within individual brand categories;
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Digital
Kiosks, which aim to provide data, specialized and customized broadcasts, promotional information and coupons, train, and other
forms of information and interaction with customers in a variety of deployment forms, types, configurations and experiences;
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Digital
Menu-Board Systems, which aim to enable various types of restaurant operators the ability to remotely and on a scheduled basis,
update and modify menu information, promotions, and other forms of content dynamically;
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Dynamic
Digital Signage which aims to deliver and manage in-store marketing and advertising campaigns, specialized and customized broadcasts,
and various other forms of messaging targeting customers in a particular experience or environment.
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Our
Markets
We
currently market and sell our marketing technology solutions through our direct sales force, inside sales team, and word-of-mouth
referrals from existing customers. Select strategic partnerships and lead generation programs also drive business to the Company
through targeted business development initiatives. We market to companies that seek digital marketing solutions across multiple
connected devices and who specifically seek or could benefit from enhancements to the customer experience offered in their stores,
venues, brands or organizations.
Our
digital marketing technology solutions have application in a wide variety of industries. The industries in which we sell
our solutions are established and include automotive, apparel & accessories, banking, baby/children, beauty, CPG, department
stores, digital out-of-home (“DOOH”), electronics, fashion, fitness, foodservice/quick service restaurant (“QSR”),
financial services, gaming, luxury, mass merchants, mobile operators, and pharmacy retail; however, the planning, development,
implementation and maintenance of technology-enabled experiences involving combinations of digital marketing technologies is relatively
new and evolving. Moreover, a number of participants in these industries have only recently started considering or expanding
the adoption of these types of technologies, solutions and experiences as part of their overall marketing strategies.
Seasonality
A
portion of our customer activity is influenced by seasonal effects related to traditional end of calendar year peak retail sales
periods and certain other factors that arise from our target customer base. Nevertheless, our revenues can be materially affected
by the launch of new markets, the timing of production rollouts, and other factors, any of which have the ability to reduce or
outweigh certain seasonal effects.
Effect
of General Economic Conditions on our Business
We
believe that demand for our services will increase in part as a result of new construction and remodeling activities of pre-existing
retail, convenience store, stadium and event venues. While we do see reductions in retail footprints across the U.S., we see a
continued focus on integration of digital into the retail marketplace and a focus on digital refreshes within the retail space
to stay relevant in an evolving e-commerce marketplace. Recent general economic improvements generally make it easier for our
customers to justify decisions to invest in digital marketing technology solutions. A change in the macroeconomic trend in the
U.S. could have a negative impact on our customers’ ability and/or willingness to advance their digital initiatives.
Regulation
We
are subject to regulation by various federal and state governmental agencies. Such regulation includes radio frequency emission
regulatory activities of the U.S. Federal Communications Commission, the consumer protection laws of the U.S. Federal Trade Commission,
product safety regulatory activities of the U.S. Consumer Product Safety Commission, and environmental regulation in areas in
which we conduct business. Some of the hardware components that we supply to customers may contain hazardous or regulated substances,
such as lead. A number of U.S. states have adopted or are considering “takeback” bills addressing the disposal of
electronic waste, including CRT style and flat panel monitors and computers. Electronic waste legislation is developing. Some
of the bills passed or under consideration may impose on us, or on our customers or suppliers, requirements for disposal of systems
we sell and the payment of additional fees to pay costs of disposal and recycling. Presently, we do not believe that any such
legislation or proposed legislation will have a materially adverse impact on our business.
Competition
While
we believe there is presently no direct competitor with the comprehensive offering of technologies, solutions and services we
provide to our customers, there are multiple individual competitors who offer pieces of our solutions. These include digital signage
software companies such as Stratacache, Four Winds Interactive, and Reflect Systems; marketing services companies such as Sapient
Nitro or digital signage systems integrators such as Convergent Media Systems. Some of these competitors may have significantly
greater financial, technical and marketing resources than we do and may be able to respond more rapidly than we can to new or
emerging technologies or changes in customer requirements. We believe that our sales and business development capabilities, network
operations / field service management capabilities, our comprehensive offering of digital marketing technology and solutions,
brand awareness, and proprietary processes are the primary factors affecting our competitive position.
Territories
We
sell products and services primarily throughout North America.
Employees
We
have approximately 75 employees as of May 13, 2020. We do not have any employees that operate under collective-bargaining
agreements.
RISK
FACTORS
Investing
in our securities involves a high degree of risk. You should carefully review the risks and uncertainties described under the
heading “Risk Factors” contained in the applicable prospectus supplement and any related free writing prospectus,
and under similar headings in the other documents that are incorporated by reference into this prospectus and the applicable prospectus
supplement, before deciding whether to purchase any of the securities being offered. Each of the risk factors could adversely
affect our business, operating results and financial condition, as well as adversely affect the value of an investment in our
securities, and the occurrence of any of these risks might cause you to lose all or part of your investment. Moreover, the risks
described are not the only ones that we face. Additional risks not presently known to us or that we currently believe are immaterial
may also significantly impair our business operations.
NOTE
REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus and the documents incorporated by reference herein contain, and any prospectus supplement or free writing prospectus
may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities
Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. All statements other than statements
of historical facts contained in this prospectus and the documents incorporated by reference herein contain, and any prospectus
supplement or free writing prospectus, are forward-looking statements. These statements relate to future events or to our future
financial performance and involve known and unknown risks, uncertainties and other factors which may cause our actual results,
performance or achievements to be materially different from any future results, performances or achievements expressed or implied
by the forward-looking statements. Forward-looking statements may include, but are not limited to, statements about:
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the
adequacy of funds for future operations;
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future
expenses, revenue and profitability;
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trends
affecting financial condition and results of operations;
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ability
to convert proposals into customer orders under mutually agreed upon terms and conditions;
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general
economic conditions and outlook, including those as a result of the COVID-19 pandemic;
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the
ability of customers to pay for products and services received;
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the
impact of changing customer requirements upon revenue recognition;
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customer
cancellations;
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the
availability and terms of additional capital;
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industry
trends and the competitive environment;
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the
impact of the company’s financial condition upon customer and prospective customer relationships;
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potential
litigation and regulatory actions directed toward our industry in general;
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the
ultimate control of our management and our Board of Directors by our controlling shareholder, Slipstream Funding, LLC;
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our
reliance on certain key personnel in the management of our businesses;
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employee and management turnover;
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the existence of material weaknesses in internal
controls over financial reporting;
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the inability to successfully integrate the
operations of acquired companies; and
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the fact that our common stock is presently
thinly traded in an illiquid market.
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In
some cases, you can identify forward-looking statements by terms such as “may”, “will”, “should”,
“could”, “would”, “expects”, “plans”, “anticipates”, “believes”,
“estimates”, “projects”, “predicts”, “potential” “propose,” and similar
expressions (or the negative versions of such words or expressions) intended to identify forward-looking statements.
These
statements reflect our current views with respect to future events and are based on assumptions and subject to risks and uncertainties.
Given these uncertainties, you should not place undue reliance on these forward-looking statements. We discuss many of these risks
in greater detail under the heading “Risk Factors” in the applicable prospectus supplement or free writing prospectus
and in our reports filed from time to time under the Securities Act and/or the Exchange Act. We encourage you to read these filings
as they are made. Also, these forward-looking statements represent our estimates and assumptions only as of the date of the document
containing the applicable statement.
You
should read this prospectus, the documents incorporated by reference herein, and any prospectus supplement or free writing prospectus
that we have authorized for use in connection with this offering completely and with the understanding that our actual future
results may be materially different from what we expect. We qualify all of the forward-looking statements in the foregoing documents
by these cautionary statements.
Unless
required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information or future
events or developments. Thus, you should not assume that our silence over time means that actual events are bearing out as expressed
or implied in such forward-looking statements.
USE
OF PROCEEDS
We
will retain broad discretion over the use of the net proceeds from the sale of our securities offered by this prospectus. Unless
we indicate otherwise in the applicable prospectus supplement or in any related free writing prospectus we have authorized for
use in connection with a specific offering, we anticipate that any net proceeds will be used for working capital and general corporate
purposes. We will set forth in the applicable prospectus supplement or free writing prospectus our intended use for the net proceeds
received from the sale of securities sold pursuant to that prospectus supplement or free writing prospectus.
DILUTION
We
will set forth in a prospectus supplement the following information regarding any material dilution of the equity interests of
investors purchasing securities in an offering under this prospectus:
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the
net tangible book value per share of our equity securities before and after the offering;
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the
amount of the increase in such net tangible book value per share attributable to the cash payments made by purchasers in the offering;
and
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the
amount of the immediate dilution from the public offering price which will be absorbed by such purchasers.
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DESCRIPTION
OF CAPITAL STOCK
Our authorized capital consists of 250,000,000
shares of capital stock, $0.01 par value per share, comprised of 200,000,000 shares of common stock and 50,000,000 shares of preferred
stock. As of May 13, 2020, there were 9,827,023, shares of our common stock and no shares of our preferred stock issued and outstanding.
Our common stock is traded on the NASDAQ Capital Market under the symbol “CREX”.
The
following description summarizes the material terms of our capital stock. This summary is, however, subject to the provisions
of our articles of incorporation and bylaws. For greater detail about our capital stock, please refer to our articles of incorporation
and bylaws. The following description summarizes the material terms of our capital stock. This summary is, however, subject to
the provisions of our articles of incorporation and bylaws. For greater detail about our capital stock, please refer to our articles
of incorporation and bylaws.
Common
Stock
Voting. The
holders of our common stock are entitled to one vote for each outstanding share of common stock owned by that shareholder on every
matter properly submitted to the shareholders for their vote. Shareholders are not entitled to vote cumulatively for the election
of directors.
Dividend
Rights. Subject to the dividend rights of the holders of any outstanding series of preferred stock, holders of
our common stock are entitled to receive ratably such dividends and other distributions of cash or any other right or property
as may be declared by our Board of Directors out of our assets or funds legally available for such dividends or distributions.
Liquidation
Rights. In the event of any voluntary or involuntary liquidation, dissolution or winding up of our affairs, holders
of our common stock would be entitled to share ratably in our assets that are legally available for distribution to shareholders
after payment of liabilities. If we have any other preferred stock outstanding at such time, holders of that preferred stock may
be entitled to distribution or liquidation preferences. In either such case, we must pay the applicable distribution to the holders
of our preferred stock before we may pay distributions to the holders of our common stock.
Conversion,
Redemption and Preemptive Rights. Holders of our common stock have no conversion, redemption, preemptive, subscription or
similar rights. The rights, preferences and privileges of the holders of common stock are subject to, and may be adversely affected
by, the rights of the holders of shares of any series of our preferred stock that we may designate and issue in the future.
The
transfer agent and registrar for our common stock is American Computershare Trust Company, N. A.
See
“Certain Provisions of Minnesota Law, the Articles of Incorporation and Bylaws” for a description of provisions of
our articles of incorporation and bylaws which may have the effect of delaying, deferring or preventing changes in the our control.
Preferred
Stock
Pursuant
to our articles of incorporation, our board of directors has the authority, without stockholder approval, subject to limitations
prescribed by law, to provide for the issuance of up to 50,000,000 shares of preferred stock in one or more series, and by filing
a certificate pursuant to the applicable law of the State of Minnesota, to establish from time to time the number of shares to
be included in each such series, and to fix the designation, powers, preferences and rights of the shares of each series and any
qualifications, limitations or restrictions thereof, and to increase or decrease the number of shares of any such series, but
not below the number of shares of such series then outstanding.
We
will fix the designations, voting powers, preferences and rights of the preferred stock of each series, as well as the qualifications,
limitations or restrictions thereof, in the certificate of designation relating to that series. We will file as an exhibit to
the registration statement of which this prospectus is a part, or will incorporate by reference from reports that we file with
the Commission, the form of any certificate of designation that describes the terms of the series of preferred stock we are offering
before the issuance of that series of preferred stock. This description will include:
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the title and stated value;
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the number of shares offered;
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the liquidation preference per share;
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the purchase price per share;
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the dividend rate(s), period(s) and/or payment
date(s) or method(s) of calculation for dividends;
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whether dividends are cumulative or non-cumulative
and, if cumulative, the date from which dividends will accumulate;
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our right, if any, to defer payment of dividends
and the maximum length of any such deferral period;
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the procedures for any auction and remarketing,
if any;
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the provisions for a sinking fund, if any;
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the provision for redemption or repurchase,
if applicable, and any restrictions on our ability to exercise those redemption and repurchase rights;
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any listing of the preferred stock on any securities
exchange or market;
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the terms and conditions, if applicable, upon
which the preferred stock will be convertible into common stock, including the conversion price (or manner of calculation)
and conversion period;
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whether the preferred stock will be exchangeable
into debt securities, and, if applicable, the exchange price, or how it will be calculated, and the exchange period;
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voting rights, if any, of the preferred stock;
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preemptive rights, if any;
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restrictions on transfer, sale or other assignment,
if any;
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whether interests in the preferred stock will
be represented by depositary shares;
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a discussion of any material and/or special
U.S. federal income tax considerations applicable to the preferred stock;
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the relative ranking and preferences of the
preferred stock as to dividend rights and rights upon the liquidation, dissolution or winding up of our affairs;
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any limitations on issuance of any class or
series of preferred stock ranking senior to or on a parity with the class or series of preferred stock as to dividend rights
and rights upon liquidation, dissolution or winding up of our affairs; and
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any other specific terms, preferences, rights,
limitations or restrictions of the preferred stock.
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Our
board of directors could authorize the issuance of shares of preferred stock with terms and conditions that could have the effect
of discouraging a takeover or other transaction that might involve a premium price for holders of the shares or which holders
might believe to be in their best interests. The issuance of preferred stock could adversely affect the voting power, conversion
or other rights of holders of common stock and reduce the likelihood that common stockholders will receive dividend payments and
payments upon liquidation.
The
laws of the State of Minnesota, the state of our incorporation, generally provide that the holders of outstanding shares of a
class or series of preferred stock will have the right to vote separately as a class on any proposal involving a change in the
rights or preferences of such class or series of preferred stock. This right is in addition to any voting rights that may be provided
for in the applicable certificate of designation.
The
transfer agent and registrar for any series of preferred stock will be set forth in the applicable prospectus supplement.
DESCRIPTION
OF DEBT SECURITIES
We
may issue debt securities from time to time, in one or more series, as either senior or subordinated debt or as senior or subordinated
convertible debt. The terms of each series of debt securities will be established by or pursuant to a resolution of our board
of directors and set forth or determined in the manner provided in an officers’ certificate or by a supplemental indenture.
The particular terms of each series of debt securities will be described in more detail in the applicable prospectus supplement
or any related free writing prospectus. The terms of any debt securities offered under a prospectus supplement may differ from
the terms described below.
Unless
the context requires otherwise, whenever we refer to the indenture, we also are referring to any supplemental indentures that
specify the terms of a particular series of debt securities.
We
will issue the debt securities under an indenture that we will enter into with the trustee named in the indenture. The indenture
will be qualified under the Trust Indenture Act of 1939. We have filed a form of the indenture as an exhibit to the registration
statement of which this prospectus is a part, and supplemental indentures and forms of debt securities containing the terms of
the debt securities being offered will be filed as exhibits to the registration statement of which this prospectus is a part or
will be incorporated by reference from reports that we file with the Commission.
The
following summaries of material provisions of the debt securities and the indenture are subject to, and qualified in their entirety
by reference to, all of the provisions of the indenture, including any supplemental indentures applicable to a particular series
of debt securities. We urge you to read the applicable prospectus supplements and any related free writing prospectuses related
to the debt securities that we may offer under this prospectus, as well as the complete indenture that contains the terms of the
debt securities
General
The
indenture does not limit the amount of debt securities that we may issue. It provides that we may issue debt securities up to
the principal amount that we may authorize and may be in any currency or currency unit that we may designate. Except for the limitations
on consolidation, merger and sale of all or substantially all of our assets contained in the indenture, the terms of the indenture
do not contain any covenants or other provisions designed to give holders of any debt securities protection against changes in
our operations, financial condition or transactions involving us.
We
will describe in the applicable prospectus supplement the terms of the series of debt securities being offered, including:
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any limit on the aggregate principal amount;
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the person who shall be entitled to receive
interest, if other than the record holder on the record date;
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the date the principal will be payable;
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the interest rate, if any, the date interest
will accrue, the interest payment dates and the regular record dates;
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the place where payments may be made;
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any mandatory or optional redemption provisions;
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if applicable, the method for determining how
the principal, premium, if any, or interest will be calculated by reference to an index or formula;
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if other than U.S. currency, the currency or
currency units in which principal, premium, if any, or interest will be payable and whether we or the holder may elect payment
to be made in a different currency;
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the portion of the principal amount that will
be payable upon acceleration of stated maturity, if other than the entire principal amount;
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any defeasance provisions if different from
those described below under “Satisfaction and Discharge; Defeasance”;
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any conversion or exchange provisions;
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any obligation to redeem or purchase the debt
securities pursuant to a sinking fund;
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whether the debt securities will be issuable
in the form of a global security;
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any applicable subordination provisions for
any subordinated debt securities;
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any deletions of, or changes or additions to,
the events of default or covenants; and
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any other specific terms of such debt securities.
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Unless
otherwise specified in the prospectus supplement, the debt securities will be registered debt securities. Debt securities may
be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the
time of issuance is below market rates.
Exchange
and Transfer
Debt
securities may be transferred or exchanged at the office of the security registrar or at the office of any transfer agent designated
by us.
We
will not impose a service charge for any transfer or exchange, but we may require holders to pay any tax or other governmental
charges associated with any transfer or exchange.
In
the event of any potential redemption of debt securities of any series, we will not be required to:
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issue, register the transfer of, or exchange,
any debt security of that series during a period beginning at the opening of business 15 days before the day of mailing of
a notice of redemption and ending at the close of business on the day of the mailing; or
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register the transfer of, or exchange, any debt
security of that series selected for redemption, in whole or in part, except the unredeemed portion being redeemed in part.
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We
may initially appoint the trustee as the security registrar. Any transfer agent, in addition to the security registrar, initially
designated by us will be named in the prospectus supplement. We may designate additional transfer agents or change transfer agents
or change the office of the transfer agent. However, we will be required to maintain a transfer agent in each place of payment
for the debt securities of each series.
Global
Securities
The
debt securities of any series may be represented, in whole or in part, by one or more global securities. Each global security
will:
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be registered in the name of a depositary that
we will identify in a prospectus supplement;
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be deposited with the depositary or nominee
or custodian; and
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bear any required legends.
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No
global security may be exchanged in whole or in part for debt securities registered in the name of any person other than the depositary
or any nominee unless:
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the depositary has notified us that it is unwilling
or unable to continue as depositary or has ceased to be qualified to act as depositary;
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an event of default is continuing; or
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the Company executes and delivers to the trustee
an officers’ certificate stating that the global security is exchangeable.
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As
long as the depositary, or its nominee, is the registered owner of a global security, the depositary or nominee will be considered
the sole owner and holder of the debt securities represented by the global security for all purposes under the indenture. Except
in the above limited circumstances, owners of beneficial interests in a global security:
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will not be entitled to have the debt securities
registered in their names;
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will not be entitled to physical delivery of
certificated debt securities; and
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will not be considered to be holders of those
debt securities under the indenture.
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Payments
on a global security will be made to the depositary or its nominee as the holder of the global security. Some jurisdictions have
laws that require that certain purchasers of securities take physical delivery of such securities in definitive form. These laws
may impair the ability to transfer beneficial interests in a global security.
Institutions
that have accounts with the depositary or its nominee are referred to as “participants.” Ownership of beneficial interests
in a global security will be limited to participants and to persons that may hold beneficial interests through participants. The
depositary will credit, on its book-entry registration and transfer system, the respective principal amounts of debt securities
represented by the global security to the accounts of its participants.
Ownership
of beneficial interests in a global security will be shown on and effected through records maintained by the depositary, with
respect to participants’ interests, or any participant, with respect to interests of persons held by participants on their
behalf.
Payments,
transfers and exchanges relating to beneficial interests in a global security will be subject to policies and procedures of the
depositary.
The
depositary policies and procedures may change from time to time. Neither we nor the trustee will have any responsibility or liability
for the depositary’s or any participant’s records with respect to beneficial interests in a global security.
Payment
and Paying Agent
The
provisions of this paragraph will apply to the debt securities unless otherwise indicated in the prospectus supplement. Payment
of interest on a debt security on any interest payment date will be made to the person in whose name the debt security is registered
at the close of business on the regular record date. Payment on debt securities of a particular series will be payable at the
office of a paying agent or paying agents designated by us. However, at our option, we may pay interest by mailing a check to
the record holder. Except as described in the prospectus supplement, the corporate trust office of the trustee will be designated
as our sole paying agent.
We
may also name any other paying agents in the prospectus supplement. We may designate additional paying agents, change paying agents
or change the office of any paying agent. However, we will be required to maintain a paying agent in each place of payment for
the debt securities of each series.
All
moneys paid by us to a paying agent for payment on any debt security that remain unclaimed at the end of two years after such
payment was due will be repaid to us. Thereafter, the holder may look only to us for such payment.
Consolidation,
Merger and Sale of Assets
Except
as otherwise set forth in the applicable prospectus supplement, we may not consolidate with or merge into any other person, in
a transaction in which we are not the surviving corporation, or sell, convey, transfer or lease all or substantially all of our
assets to, any person, unless:
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the successor, if any, is a U.S. corporation,
limited liability company, partnership, trust or other entity;
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the successor assumes our obligations on the
debt securities and under the indenture;
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immediately after giving effect to the transaction,
no default or event of default shall have occurred and be continuing; and
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certain other conditions are met.
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Events
of Default
Unless
we inform you otherwise in the applicable prospectus supplement, the indenture will define an event of default with respect to
any series of debt securities as one or more of the following events:
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(1)
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failure to pay principal of or any premium on
any debt security of that series when due;
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(2)
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failure to pay any interest on any debt security
of that series for 30 days when due;
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(3)
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failure to deposit any sinking fund payment
when due;
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(4)
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failure to perform any other covenant in the
indenture continued for 90 days after being given the notice required in the indenture;
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(5)
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our bankruptcy, insolvency or reorganization;
and
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(6)
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any other event of default specified in the
applicable prospectus supplement.
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An
event of default of one series of debt securities is not necessarily an event of default for any other series of debt securities.
If
an event of default, other than an event of default described in clause (5) above, shall occur and be continuing, either the trustee
or the holders of at least 25% in aggregate principal amount of the outstanding securities of that series may declare the principal
amount of the debt securities of that series to be due and payable immediately.
If
an event of default described in clause (5) above shall occur, the principal amount of all the debt securities of that series
will automatically become immediately due and payable. Any payment by us on subordinated debt securities following any such acceleration
will be subject to the subordination provisions described below under “Subordinated Debt Securities.”
After
acceleration, the holders of a majority in aggregate principal amount of the outstanding securities of that series may, under
certain circumstances, rescind and annul such acceleration if all events of default, other than the non-payment of accelerated
principal, or other specified amount, have been cured or waived.
Other
than the duty to act with the required care during an event of default, the trustee will not be obligated to exercise any of its
rights or powers at the request of the holders unless the holders shall have offered to the trustee reasonable indemnity. Generally,
the holders of a majority in aggregate principal amount of the outstanding debt securities of any series will have the right to
direct the time, method and place of conducting any proceeding for any remedy available to the trustee or exercising any trust
or power conferred on the trustee.
A
holder will not have any right to institute any proceeding under the indenture, or for the appointment of a receiver or a trustee,
or for any other remedy under the indenture, unless:
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the holder has previously given to the trustee
written notice of a continuing event of default with respect to the debt securities of that series;
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(2)
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the holders of at least 25% in aggregate principal
amount of the outstanding debt securities of that series have made a written request and have offered reasonable indemnity
to the trustee to institute the proceeding; and
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(3)
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the trustee has failed to institute the proceeding
and has not received direction inconsistent with the original request from the holders of a majority in aggregate principal
amount of the outstanding debt securities of that series within 90 days after the original request.
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Holders
may, however, sue to enforce the payment of principal or interest on any debt security on or after the due date without following
the procedures listed in (1) through (3) above.
Modification
and Waiver
Except
as provided in the next two succeeding paragraphs, the applicable trustee and we may make modifications and amendments to the
indenture (including, without limitation, through consents obtained in connection with a tender offer or exchange offer for, outstanding
securities) and may waive any existing default or event of default (including, without limitation, through consents obtained in
connection with a tender offer or exchange offer for, outstanding securities) with the consent of the holders of a majority in
aggregate principal amount of the outstanding securities of each series affected by the modification or amendment.
However,
neither we nor the trustee may make any amendment or waiver without the consent of the holder of each outstanding security of
that series affected by the amendment or waiver if such amendment or waiver would, among other things:
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change the amount of securities whose holders
must consent to an amendment, supplement or waiver;
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change the stated maturity of any debt security;
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reduce the principal on any debt security or
reduce the amount of, or postpone the date fixed for, the payment of any sinking fund;
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reduce the principal of an original issue discount
security on acceleration of maturity;
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reduce the rate of interest or extend the time
for payment of interest on any debt security;
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make a principal or interest payment on any
debt security in any currency other than that stated in the debt security;
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impair the right to enforce any payment after
the stated maturity or redemption date;
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waive any default or event of default in payment
of the principal of, premium or interest on any debt security (except certain rescissions of acceleration); or
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waive a redemption payment or modify any of
the redemption provisions of any debt security.
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Notwithstanding
the preceding, without the consent of any holder of outstanding securities, we and the trustee may amend or supplement the indenture:
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to cure any ambiguity, defect or inconsistency;
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to provide for the issuance of and establish
the form and terms and conditions of debt securities of any series as permitted by the indenture;
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to provide for uncertificated securities in
addition to or in place of certificated securities;
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to provide for the assumption of our obligations
to holders of any debt security in the case of a merger, consolidation, transfer or sale of all or substantially all of our
assets;
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to make any change that does not materially
adversely affect the legal rights under the indenture of any such holder;
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to comply with requirements of the SEC in order
to effect or maintain the qualification of the indenture under the Trust Indenture Act of 1939; or
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to evidence and provide for the acceptance of
appointment by a successor trustee with respect to the debt securities of one or more series and to add to or change any of
the provisions of the indenture as shall be necessary to provide for or facilitate the administration of the trusts by more
than one trustee.
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The
consent of holders is not necessary under the indenture to approve the particular form of any proposed amendment. It is sufficient
if such consent approves the substance of the proposed amendment.
Satisfaction
and Discharge; Defeasance
We
may be discharged from our obligations on the debt securities of any series that have matured or will mature or be redeemed within
one year if we deposit with the trustee enough cash to pay all the principal, interest and any premium due to the stated maturity
date or redemption date of the debt securities.
The
indenture contains a provision that permits us to elect:
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to be discharged from all of our obligations,
subject to limited exceptions, with respect to any series of debt securities then outstanding; and/or
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to be released from our obligations under certain
covenants and from the consequences of an event of default resulting from a breach of certain covenants, including covenants
as to payment of taxes and maintenance of corporate existence.
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To
make either of the above elections, we must deposit in trust with the trustee enough money to pay in full the principal and interest
on the debt securities. This amount may be made in cash and/or U.S. government obligations. As a condition to either of the above
elections, we must deliver to the trustee an opinion of counsel that the holders of the debt securities will not recognize income,
gain or loss for federal income tax purposes as a result of the action.
If
any of the above events occurs, the holders of the debt securities of the series will not be entitled to the benefits of the indenture,
except for the rights of holders to receive payments on debt securities or the registration of transfer and exchange of debt securities
and replacement of lost, stolen or mutilated debt securities.
Subordinated
Debt Securities
If
the trustee or any holder of the notes receives any payment or distribution of our assets in contravention of the subordination
provisions on subordinated debt securities before all senior indebtedness is paid in full in cash, property or securities, including
by way of set-off, or other payment satisfactory to holders of senior indebtedness, then such payment or distribution will be
held in trust for the benefit of holders of senior indebtedness or their representatives to the extent necessary to make payment
in full in cash or payment satisfactory to the holders of senior indebtedness of all unpaid senior indebtedness.
In
the event of our bankruptcy, dissolution or reorganization, holders of senior indebtedness may receive more, ratably, and holders
of subordinated debt securities may receive less, ratably, than our other creditors (including our trade creditors). This subordination
will not prevent the occurrence of any event of default under the indenture.
Notices
Notices
to holders will be given by mail to the addresses of the holders in the security register.
Governing
Law
The
indenture and the debt securities will be governed by, and construed under, the law of the State of New York, except to the extent
that the Trust Indenture Act of 1939 is applicable.
DESCRIPTION
OF WARRANTS
General
We
may issue warrants for the purchase of our debt securities, preferred stock or common stock, or any combination thereof. Warrants
may be issued independently or together with our debt securities, preferred stock or common stock and may be attached to or separate
from any offered securities. Each series of warrants will be issued under a separate warrant agreement. We may enter into a warrant
agreement with a bank or trust company, as warrant agent. We will indicate the name and address and other information regarding
the warrant agent in the applicable prospectus supplement or free writing prospectus relating to a particular series of warrants.
The warrant agent will act solely as our agent in connection with the warrants. The warrant agent will not have any obligation
or relationship of agency or trust for or with any holders or beneficial owners of warrants.
This
summary of certain provisions of the warrants is not complete. For the terms of a particular series of warrants, you should refer
to the prospectus supplement or free writing prospectus for that series of warrants and the warrant agreement for that particular
series. The terms of any warrants we offer under a prospectus supplement or free writing prospectus may differ from the terms
we describe below.
Debt
Warrants
The
prospectus supplement or free writing prospectus relating to a particular issue of warrants to purchase debt securities will describe
the terms of the debt warrants, including the following:
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the title of the debt warrants;
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the offering price for the debt warrants, if
any;
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the aggregate number of the debt warrants;
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the designation and terms of the debt securities,
including any conversion rights, purchasable upon exercise of the debt warrants;
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if applicable, the date from and after which
the debt warrants and any debt securities issued with them will be separately transferable;
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the principal amount of debt securities that
may be purchased upon exercise of a debt warrant and the exercise price for the warrants, which may be payable in cash, securities
or other property;
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the dates on which the right to exercise the
debt warrants will commence and expire;
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if applicable, the minimum or maximum amount
of the debt warrants that may be exercised at any one time;
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whether the debt warrants represented by the
debt warrant certificates or debt securities that may be issued upon exercise of the debt warrants will be issued in registered
or bearer form;
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information with respect to book-entry procedures,
if any;
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the currency or currency units in which the
offering price, if any, and the exercise price are payable;
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if applicable, a discussion of material U.S.
federal income tax considerations;
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the antidilution provisions of the debt warrants,
if any;
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the redemption or call provisions, if any, applicable
to the debt warrants;
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any provisions with respect to the holder’s
right to require us to repurchase the warrants upon a change in control or similar event; and
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any additional terms of the debt warrants, including
procedures, and limitations relating to the exchange, exercise and settlement of the debt warrants.
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Debt
warrant certificates will be exchangeable for new debt warrant certificates of different denominations. Debt warrants may be exercised
at the corporate trust office of the warrant agent or any other office indicated in the prospectus supplement or free writing
prospectus.
Prior
to the exercise of their debt warrants, holders of debt warrants will not have any of the rights of holders of the debt securities
purchasable upon exercise and will not be entitled to payment of principal or any premium, if any, or interest on the debt securities
purchasable upon exercise or to enforce covenants in the indenture.
Equity
Warrants
The
prospectus supplement or free writing prospectus relating to a particular series of warrants to purchase our common stock or preferred
stock will describe the terms of the warrants, including the following:
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the title of the warrants;
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the offering price for the warrants, if any;
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the aggregate number of warrants;
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the designation and terms of the common stock
or preferred stock that may be purchased upon exercise of the warrants;
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if applicable, the designation and terms of
the securities with which the warrants are issued and the number of warrants issued with each security;
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if applicable, the date from and after which
the warrants and any securities issued with the warrants will be separately transferable;
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the number of shares of common stock or preferred
stock that may be purchased upon exercise of a warrant and the exercise price for the warrants;
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the dates on which the right to exercise the
warrants shall commence and expire;
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if applicable, the minimum or maximum amount
of the warrants that may be exercised at any one time;
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the currency or currency units in which the
offering price, if any, and the exercise price are payable;
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if applicable, a discussion of material U.S.
federal income tax considerations;
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the antidilution provisions of the warrants,
if any;
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the redemption or call provisions, if any, applicable
to the warrants;
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any provisions with respect to holder’s
right to require us to repurchase the warrants upon a change in control or similar event; and
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any additional terms of the warrants, including
procedures, and limitations relating to the exchange, exercise and settlement of the warrants.
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Holders
of equity warrants will not be entitled:
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to vote, consent or receive dividends;
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to receive notice as stockholders with respect
to any meeting of stockholders for the election of our directors or any other matter; or
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to exercise any rights as stockholders of the
Company.
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Exercise
of Warrants
Each
warrant will entitle the holder to purchase the securities that we specify in the applicable prospectus supplement or free writing
prospectus at the exercise price that we describe in the applicable prospectus supplement or free writing prospectus. The warrants
may be exercised as set forth in the prospectus supplement or free writing prospectus relating to the warrants offered. Unless
we otherwise specify in the applicable prospectus supplement or free writing prospectus, warrants may be exercised at any time
up to the close of business on the expiration date set forth in the prospectus supplement or free writing prospectus relating
to the warrants offered thereby. After the close of business on the expiration date, unexercised warrants will become void.
Upon
receipt of payment and the warrant certificate or agreement, as applicable, properly completed and duly executed at the corporate
trust office of the warrant agent, if any, or any other office, including ours, indicated in the prospectus supplement or free
writing prospectus, we will, as soon as practicable, issue and deliver the securities purchasable upon such exercise. If less
than all of the warrants represented by such warrant certificate or agreement are exercised, a new warrant certificate or agreement
will be issued for the remaining warrants.
Governing
Law
Unless
we provide otherwise in the applicable prospectus supplement or free writing prospectus, the warrants and warrant agreements will
be governed by and construed in accordance with the laws of the State of New York.
Enforceability
of Rights by Holders of Warrants
Each
warrant agent, if any, will act solely as our agent under the applicable warrant agreement and will not assume any obligation
or relationship of agency or trust with any holder of any warrant. A single bank or trust company may act as warrant agent for
more than one issue of warrants. A warrant agent will have no duty or responsibility in case of any default by us under the applicable
warrant agreement or warrant, including any duty or responsibility to initiate any proceedings at law or otherwise, or to make
any demand upon us. Any holder of a warrant may, without the consent of the related warrant agent or the holder of any other warrant,
enforce by appropriate legal action its right to exercise, and receive the securities purchasable upon exercise of, its warrants.
CERTAIN
PROVISIONS OF MINNESOTA LAW,
THE
ARTICLES OF INCORPORATION AND BYLAWS
The
following is a description of certain provisions of the Minnesota Business Corporation Act, our articles of incorporation and
our corporate bylaws that may discourage an unfriendly attempt to obtain control of the Company. This summary does not purport
to be complete and is qualified in its entirety by reference to the Minnesota Business Corporation Act, our articles of incorporation
and our corporate bylaws.
Minnesota
Business Combination Act
We
are subject to the Minnesota Business Combination Act, Section 302A.673 of the Minnesota Business Corporation Act. Subject to
certain qualifications and exceptions, the statute prohibits an “interested shareholder” of certain Minnesota corporations
that are termed “issuing public corporations” (which definition Creative Realities satisfies) from effecting any “business
combination” with the corporation for a period of four years from the date the shareholder becomes an “interested
shareholder” unless the corporation’s Board of Directors approved the business combination prior to the shareholder
becoming an “interested shareholder” or otherwise approved the shareholder becoming an “interested shareholder.”
An
“interested shareholder” is defined to include (i) any beneficial owner of 10% or more of the voting power of the
outstanding voting stock of the corporation, or (ii) any affiliate or associate of the corporation, that, within the prior four-year
period has at any time directly or indirectly beneficially owned 10% or more of the voting power of the then-outstanding stock
of the corporation.
The
term “business combination” is defined broadly to include, among other things:
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the merger, consolidation or share exchange
of the corporation with the interested shareholder or any corporation that is, or after the merger, consolidation or share
exchange would be, an affiliate or associate of the interested shareholder (subject to certain exceptions);
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the sale, lease, exchange, mortgage, pledge,
transfer or other disposition to or with an interested shareholder or any affiliate or associate of the interested shareholder,
of assets of the corporation or any subsidiary (i) having an aggregate market value of 10% or more of the corporation’s
consolidated assets, (ii) having an aggregate market value of 10% or more of the market value of all outstanding shares of
the corporation, or (iii) representing 10% or more of the earning power or net income of the corporation determined on a consolidated
basis (subject to certain exceptions); or
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the issuance or transfer to an interested shareholder
or any affiliate or associate of the interested shareholder of 5% or more of the aggregate market value of the outstanding
stock of the corporation (subject to certain exceptions).
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The
statute is designed to protect minority shareholders by prohibiting transactions in which an acquirer could favor itself at the
expense of minority shareholders. The statute’s prohibition on the issuance or transfer to an interested shareholder of
5% or more of the aggregate market value of the outstanding stock of a corporation is subject to an exemption for shares purchased
pursuant to the exercise of rights offered on a pro rata basis to all shareholders, such as this rights offering.
Bylaws
Certain
provisions of our corporate bylaws could have anti-takeover effects. These provisions are intended to enhance the likelihood of
continuity and stability in the composition of our corporate policies formulated by our Board of Directors. In addition, these
provisions also are intended to ensure that our Board of Directors will have sufficient time to act in what our Board of Directors
believes to be in the best interests of our Company and our shareholders. Nevertheless, these provisions could delay or frustrate
the removal of incumbent directors or the assumption of control of us by the holder of a large block of common stock, and could
also discourage or make more difficult a merger, tender offer, or proxy contest, even if such event would be favorable to the
interest of our shareholders. These provisions are summarized below.
Advance
Notice Provisions for Raising Business or Nominating Directors. Sections 2.2 and 3.3 of our bylaws contain advance-notice
provisions relating to the ability of shareholders to raise business at a shareholder meeting and make nominations for directors
to serve on our Board of Directors. These advance-notice provisions generally require shareholders to raise business within a
specified period of time prior to a meeting in order for the business to be properly brought before the meeting. Similarly, our
bylaws prescribe the timing of submissions for nominations to our Board of Directors and the certain of factual and background
information respecting the nominee and the shareholder making the nomination.
Limited
Shareholder Action in Writing. Our bylaws provide that shareholder action can be taken only at an annual or special meeting
of shareholders and cannot be taken by written consent in lieu of a meeting by fewer than all shareholders entitled to vote. This
provision is consistent with the Minnesota Business Corporation Act, which does not allow for fewer than all shareholders of a
public corporation to take action other than at an actual meeting of the shareholders.
Number
of Directors and Vacancies. Our bylaws provide that the number of directors shall initially consist of seven persons, with
the precise number of directors comprising the board shall be determined from time to time by the board itself. The prescribed
number of directors comprising the board may be increased (but not decreased) by a majority of the directors then serving on the
board. The bylaws also provide that our board has the right, except as may be provided in the terms of any series of preferred
stock created by resolutions of the board, to fill vacancies, including vacancies created by any decision of our board to increase
the number of directors comprising the board.
Articles
of Incorporation – Blank-Check Preferred Stock Power
Under
our articles of incorporation, our board has the authority to fix by resolution the terms and conditions of one or more series
of preferred stock and provide by resolution for the issuance of shares of such series.
We
believe that the availability of our preferred stock, in each case issuable in series, and additional shares of common stock could
facilitate certain financings and acquisitions and provide a means for meeting other corporate needs which might arise. The authorized
shares of our preferred stock, as well as authorized but unissued shares of common stock, will be available for issuance without
further action by our shareholders, unless shareholder action is required by applicable law or the rules of any stock exchange
on which any series of our stock may then be listed, or except as may be provided in the terms of any preferred stock created
by resolution of our board.
These
provisions give our board the power to approve the issuance of a series of preferred stock, or additional shares of common stock,
that could, depending on its terms, either impede or facilitate the completion of a merger, tender offer or other takeover attempt.
For example, the issuance of new shares of preferred stock might impede a business combination if the terms of those shares include
voting rights which would enable a holder to block business combinations or, alternatively, might facilitate a business combination
if those shares have general voting rights sufficient to cause an applicable percentage vote requirement to be satisfied.
PLAN
OF DISTRIBUTION
We may sell the securities from time to time
pursuant to underwritten public offerings, negotiated transactions, block trades, “at-the-market offerings” (within
the meaning of Rule 415(a)(4) of the Securities Act), or a combination of these methods. We may sell the securities to or through
underwriters or dealers, through agents, or directly to one or more purchasers. We may distribute securities from time to time
in one or more transactions:
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at
a fixed price or prices, which may be changed;
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at
market prices prevailing at the times of sale;
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at
prices related to such prevailing market prices; or
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A
prospectus supplement or supplements (and any related free writing prospectus that we may authorize to be provided to you) will
describe the terms of the offering of the securities, including, to the extent applicable:
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the
name or names of the underwriters, if any;
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the
purchase price of the securities or other consideration therefor, and the proceeds, if any, we will receive from the sale;
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any
over-allotment options under which underwriters may purchase additional securities from us;
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any
agency fees or underwriting discounts and other items constituting agents’ or underwriters’ compensation;
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any
public offering price;
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any
discounts or concessions allowed or reallowed or paid to dealers; and
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any
securities exchange or market on which the securities may be listed.
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Only
underwriters named in the prospectus supplement will be underwriters of the securities offered by the prospectus supplement.
If
underwriters are used in the sale, they will acquire the securities for their own account and may resell the securities from time
to time in one or more transactions at a fixed public offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting
agreement. We may offer the securities to the public through underwriting syndicates represented by managing underwriters or by
underwriters without a syndicate. Subject to certain conditions, the underwriters will be obligated to purchase all of the securities
offered by the prospectus supplement, other than securities covered by any over-allotment option. Any public offering price and
any discounts or concessions allowed or reallowed or paid to dealers may change from time to time. We may use underwriters with
whom we have a material relationship. We will describe in the prospectus supplement, naming the underwriter, the nature of any
such relationship.
We
may sell securities directly or through agents we designate from time to time. We will name any agent involved in the offering
and sale of securities and we will describe any commissions we will pay the agent in the prospectus supplement. Unless the prospectus
supplement states otherwise, our agent will act on a best-efforts basis for the period of its appointment.
We
may authorize agents or underwriters to solicit offers by certain types of institutional investors to purchase securities from
us at the public offering price set forth in the prospectus supplement pursuant to delayed delivery contracts providing for payment
and delivery on a specified date in the future. We will describe the conditions to these contracts and the commissions we must
pay for solicitation of these contracts in the prospectus supplement.
We
may provide agents and underwriters with indemnification against civil liabilities, including liabilities under the Securities
Act, or contribution with respect to payments that the agents or underwriters may make with respect to these liabilities. Agents
and underwriters may engage in transactions with, or perform services for, us in the ordinary course of business.
All
securities we may offer, other than common stock, will be new issues of securities with no established trading market. Any underwriters
may make a market in these securities, but will not be obligated to do so and may discontinue any market making at any time without
notice. We cannot guarantee the liquidity of the trading markets for any securities.
Any
underwriter may engage in over-allotment, stabilizing transactions, short-covering transactions and penalty bids in accordance
with Regulation M under the Exchange Act. Over-allotment involves sales in excess of the offering size, which create a short
position. Stabilizing transactions permit bids to purchase the underlying security so long as the stabilizing bids do not exceed
a specified maximum price. Syndicate-covering or other short-covering transactions involve purchases of the securities, either
through exercise of the over-allotment option or in the open market after the distribution is completed, to cover short positions.
Penalty bids permit the underwriters to reclaim a selling concession from a dealer when the securities originally sold by the
dealer are purchased in a stabilizing or covering transaction to cover short positions. Those activities may cause the price of
the securities to be higher than it would otherwise be. If commenced, the underwriters may discontinue any of the activities at
any time.
LEGAL
MATTERS
The
validity of any securities offered from time to time by this prospectus and any related prospectus supplement will be passed upon
by Maslon LLP, Minneapolis, Minnesota. If legal matters in connection with offerings made pursuant to this prospectus and any
related prospectus supplement are passed upon by counsel to underwriters, dealers or agents, if any, such counsel will be named
in the prospectus supplement related to such offering.
EXPERTS
The
consolidated balance sheets of Creative Realities, Inc. and Subsidiaries as of December 31, 2019 and 2018, and the related consolidated
statements of operations, shareholders’ equity, and cash flows for each of the years each then ended, have been audited
by EisnerAmper LLP, independent registered public accounting firm, as stated in their report which is incorporated herein. Such
financial statements have been incorporated herein in reliance on the report of such firm given upon their authority as experts
in accounting and auditing.
WHERE
YOU CAN FIND MORE INFORMATION
We
are a reporting company and file annual, quarterly and current reports, proxy statements and other information with the Commission.
The Commission maintains an Internet site at http://www.sec.gov that contains reports, proxy and information statements and other
information regarding issuers that file electronically with the Commission. Our Commission filings are available on the Commission’s
Internet site.
The
representations, warranties and covenants made by us in any agreement that is filed as an exhibit to the registration statement
of which this prospectus is a part were made solely for the benefit of the parties to such agreement, including, in some cases,
for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty
or covenant to you. Moreover, such representations, warranties or covenants were made as of an earlier date. Accordingly, such
representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.
We
maintain an Internet site at http://www.cri.com. Information found on, or accessible through, our website is not a part of, and
is not incorporated into, this prospectus, and you should not consider it part of this prospectus or part of any prospectus supplement.
IMPORTANT
INFORMATION INCORPORATED BY REFERENCE
We
are allowed to incorporate by reference information contained in documents that we file with the Commission. This means that we
can disclose important information to you by referring you to those documents and that the information in this prospectus is not
complete and you should read the information incorporated by reference for more detail. Information in this prospectus supersedes
information incorporated by reference that we filed with the Commission prior to the date of this prospectus, while information
that we file later with the Commission will automatically update and supersede the information in this prospectus.
We
incorporate by reference the documents listed below and any future filings we will make with the Commission under Section 13(a),
13(c), 14 or 15(d) of the Exchange Act (i) after the date of the initial filing of the registration statement of which this prospectus
is a part and prior to effectiveness of such registration statement, and (ii) from the date of this prospectus but prior to the
termination of the offering of the securities covered by this prospectus (other than Current Reports or portions thereof furnished
under Item 2.02 or 7.01 of Form 8-K):
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Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2019, which was filed with the Commission on March 13, 2020;
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Quarterly
Report on Form 10-Q for the fiscal quarter ended March 31, 2020, which was filed with the Commission on May 14, 2020
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The
description of the Company’s common stock incorporated into the Company’s Registration Statement on Form 8-A filed
with the Commission on November 14, 2018 by reference to the description under the caption “Description of Securities –
Common Stock” in the prospectus forming a part of the Company’s Registration Statement on Form S-1, as amended (Registration
No. 333-225876), which was filed with the Commission on October 31, 2018.
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We
will provide to each person, including any beneficial owner, to whom a prospectus is delivered a copy of any or all of the documents
that are incorporated by reference in this prospectus but not delivered with this prospectus, including exhibits that are specifically
incorporated by reference in such documents. You may request a copy of such documents at no cost, by writing or telephoning us
at the following address or telephone number:
Creative
Realities, Inc.
Attention:
Corporate Secretary
13100 Magisterial Drive, Suite 100
Louisville,
KY 40223
(502)
791-8800
$50,000,000
Creative
Realities, Inc.
Common
Stock
Preferred
Stock
Warrants to Purchase Common Stock or Preferred Stock
Debt
Securities
PROSPECTUS
,
2020
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
14. Other Expenses Of Issuance And Distribution.
The
following table sets forth the fees and expenses, other than underwriting compensation, payable in connection with the registration
of securities hereunder. All amounts are estimates except for the Commission registration fee. The assumed amount has been used
to demonstrate the expenses of an offering and does not represent an estimate of the amount of securities that may be registered
or distributed because such amount is unknown at this time.
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Securities
and Exchange Commission registration fee
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$
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6,940.00
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Legal fees and expenses
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$
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*
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Accounting
fees and expenses
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$
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*
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Printing
and engraving expenses
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$
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*
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Miscellaneous
expenses
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$
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*
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Blue
sky fees and expenses
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$
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*
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Total
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$
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*
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*
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These
fees are calculated based on the securities offered and the number of issuances and accordingly cannot be estimated at this time.
The applicable prospectus supplement will set forth the amount of expenses of any offering of securities.
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Item
15. Indemnification of Directors and Officers.
The
registrant is subject to Minnesota Statutes, Chapter 302A, the Minnesota Business Corporation Act (the “Corporation
Act”). Section 302A.521 of the Corporation Act provides in substance that, unless prohibited by its articles of incorporation
or bylaws, a Minnesota corporation must indemnify an officer or director who is made or threatened to be made a party to a proceeding
by reason of the former or present official capacity of the person against judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including
attorneys’ fees and disbursements, incurred by such person in connection with the proceeding, if certain criteria are met.
These criteria, all of which must be met by the person seeking indemnification, are as follows: (a) such person has not been
indemnified by another organization or employee benefit plan for the same judgments, penalties, fines, including, without limitation,
excise taxes assessed against the person with respect to an employee benefit plan, settlements, and reasonable expenses, including
attorneys’ fees and disbursements, incurred by the person in connection with the proceeding with respect to the same acts
or omissions; (b) such person must have acted in good faith; (c) no improper personal benefit was obtained by such person
and such person satisfied certain statutory conflicts of interest provisions, if applicable; (d) in the case of a criminal proceeding,
such person had no reasonable cause to believe that the conduct was unlawful; and (e) in the case of acts or omissions occurring
in such person’s performance in an official capacity, such person must have acted in a manner such person reasonably believed
was in the best interests of the corporation or, in certain limited circumstances, not opposed to the best interests of the corporation.
In addition, Section 302A.521, subd. 3, requires payment by the registrant, upon written request, of reasonable expenses
in advance of final disposition in certain instances. A decision as to required indemnification is made by a majority of the disinterested
directors present at a meeting at which a disinterested quorum is present, or by a designated committee of disinterested directors,
by special legal counsel, by the disinterested shareholders, or by a court.
The
registrant also maintains a director and officer insurance policy to cover the registrant, its directors and its officers against
certain liabilities. Insofar as indemnification for liabilities arising under the Securities Act may be permitted for our directors,
officers, and controlling persons pursuant to the foregoing provisions or otherwise, we have been advised that in the opinion
of the SEC, such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
Item
16. Exhibits.
The
following exhibits are filed as part of this registration statement:
Exhibit
Number
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Description
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1.1*
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Form of Underwriting
Agreement
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3.1
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Articles of Incorporation, as amended (incorporated by reference to registrant’s Amendment No. 1 to Form SB-2 filed on October 12, 2006).
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3.2
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Articles of Incorporation, as amended (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the SEC on September 17, 2014)
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3.3
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Articles of Amendment Filed on October 17, 2018 (incorporate by reference to Exhibit 3.3 to the registrant’s registration statement on Form S-1 filed October 17, 2018)
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3.4
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Series A-1 Convertible Preferred Stock Certificate of Designation of Preferences, Rights and Limitations filed October 30, 3015 (incorporated by reference to Exhibit 4.2 of the registrant’s Registration Statement on Form S-1 filed with the SEC on February 11, 2016)
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3.5
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Amendment to Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the SEC on September 17, 2014)
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3.6
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Articles of Amendment (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the SEC on October 16, 2014)
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3.7
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Articles of Amendment Filed on October 17, 2018 (incorporated by reference to Exhibit 3.3 to the registrant’s registration statement on Form S-1 filed October 17, 2018)
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3.8
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Statement of Cancellation of Certificate of Designation of Series A Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the registrant’s Form 8-K filed with the SEC on March 18, 2019)
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3.9
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Statement of Cancellation of Certificate of Designation of Series A-1 Convertible Preferred Stock (incorporated by reference to Exhibit 3.2 to the registrant’s Form 8-K filed with the SEC on March 18, 2019)
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3.10
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Amended and Restated Bylaws (incorporated by reference to the registrant’s Current Report on Form 8-K filed on November 2, 2011)
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|
4.1
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Specimen certificate evidencing shares of Common Stock (incorporated by reference to Exhibit 4.2 of the Registrant’s Registration Statement on Form SB-2 (File No. 333-136972), filed with the SEC on August 29, 2006).
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|
4.2*
|
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Specimen certificate
evidencing shares of Preferred Stock
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|
4.3*
|
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Form of Debt Security
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4.4
|
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Form of Indenture between the registrant and one or more trustees to be named
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4.5*
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Form of Warrant
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4.6*
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Form of Warrant
Agreement
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4.7
|
|
Description of Registrant’s Securities (incorporated by reference to the registrant’s Annual Report on Form 10-K filed with the SEC on March 13, 2020)
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5.1
|
|
Opinion of Maslon LLP
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23.1
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Consent of EisnerAmper LLP
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23.2
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Consent of Maslon LLP (included as part of Exhibit 5.1)
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24.1
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Power of Attorney (included on signature page)
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25.1**
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|
Statement of Eligibility
of Trustee on Form T-1
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*
|
To
be filed by amendment or as an exhibit to a report pursuant to Section 13(a), 13(c) or 15(d) of the Exchange Act.
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|
|
**
|
To
be filed pursuant to Section 305(b)(2) of the Trust Indenture Act of 1939 at the time of an offering of debt securities.
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Item 17. Undertakings.
The undersigned registrant hereby undertakes:
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|
(a)
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(1)
|
To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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|
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(i)
|
to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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|
|
(ii)
|
to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, an increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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(iii)
|
to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
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(2)
|
That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
|
To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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|
(5)
|
That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser:
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|
|
(i)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
|
|
|
|
|
(ii)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), 424(b)(5), or 424(b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), 415(a)(1)(vii), or 415(a)(1)(x) for the purpose of providing the information required by Section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
|
|
|
(6)
|
That, for the purpose of determining liability of the registrant
under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:
The undersigned registrant undertakes that
in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting
method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of
the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell
such securities to such purchaser:
|
|
|
|
|
|
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
|
|
|
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
|
|
|
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
|
|
|
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
|
|
(b)
|
The undersigned registrant hereby undertakes that, for the purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
|
|
|
|
|
|
|
(h)
|
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
|
|
|
(j)
|
If and when applicable, the registrant hereby undertakes to file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Securities and Exchange Commission under Section 305(b)(2) of the Trust Indenture Act.
|
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the city of Louisville, state of Kentucky, on May 14, 2020.
|
|
CREATIVE REALITIES, INC.
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|
|
|
|
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/s/ Richard Mills
|
|
|
Richard Mills
|
|
|
Chief Executive Officer
|
POWER OF ATTORNEY
Each person whose signature appears below
hereby constitutes and appoints Richard Mills and Will Logan, and each of them, as his true and lawful attorneys-in-fact and agents,
with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign
any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact
and agents, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorney-in-fact and agent or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities
Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated
below.
|
Signature
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|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Richard Mills
|
|
Director, Chief Executive Officer
|
|
May 14, 2020
|
|
Richard Mills
|
|
(principal executive officer)
|
|
|
|
|
|
|
|
|
|
/s/ Dennis McGill
|
|
Chairman of the Board
|
|
May 14, 2020
|
|
Dennis McGill
|
|
|
|
|
|
|
|
|
|
|
|
/s/ Will Logan
|
|
Chief Financial Officer
|
|
May 14, 2020
|
|
Will Logan
|
|
(principal accounting and financial officer)
|
|
|
|
|
|
|
|
|
|
/s/ Donald A. Harris
|
|
Director
|
|
May 14, 2020
|
|
Donald A. Harris
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|
|
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|
|
|
|
/s/ Stephen Nesbit
|
|
Director
|
|
May 14, 2020
|
|
Stephen Nesbit
|
|
|
|
|
|
|
|
|
|
|
|
/s/ David Bell
|
|
Director
|
|
May 14, 2020
|
|
David Bell
|
|
|
|
|
|
|
|
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