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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

CURRENT REPORT

 

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (date of earliest event reported): May 8, 2024

 

(Exact name of registrant as specified in its charter)

 

 

 

(Registrant’s telephone number, including area code)

 

Not applicable

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

 

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

 

 

 

 

 

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

 

 

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

 

Emerging growth company ☐

 

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

 

 

 

On May 8, 2024, Creative Realities, Inc. (the “Company”) executed a non-binding commitment letter with First Merchants Bank (“First Merchants”), pursuant to which First Merchants would provide a revolving senior secured revolving credit facility (the “Revolver”) with maximum availability of $20 million, and an additional $5 million accordion feature. The parties intend to consummate the Revolver on or about May 17, 2024, subject to the completion of satisfactory due diligence by First Merchants, definitive documentation and customary terms and conditions.

 

The commitment letter is non-binding and is intended to express the good faith intention of the parties to work cooperatively for the purpose of negotiating and entering into a definitive agreement governing the Revolver. There can be no assurance that the parties will ultimately enter into such definitive agreement. Any definitive agreement is expected to contain other customary and negotiated terms and conditions and may contain terms and conditions different from those contemplated in the commitment letter. The Company intends to disclose the final terms and conditions of the transaction upon execution of the definitive documentation in a current report on Form 8-K.

 

On May 9, 2024, the Company issued a press release announcing that the Company and First Merchants entered into the commitment letter. A copy of the press release is filed as Exhibit 99.1 to this report.

 

The information under this Item 7.01, including the exhibit attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”), nor shall it be deemed incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

 

 

(d) Exhibits

 

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.