0001356093 2026-06-01 2026-06-01 0001356093 1 2026-06-01 2026-06-01 0001356093 2 2026-06-01 2026-06-01 0001356093 3 2026-06-01 2026-06-01 0001356093 4 2026-06-01 2026-06-01 0001356093 5 2026-06-01 2026-06-01 0001356093 6 2026-06-01 2026-06-01 0001356093 7 2026-06-01 2026-06-01 0001356093 8 2026-06-01 2026-06-01 0001356093 9 2026-06-01 2026-06-01 0001356093 10 2026-06-01 2026-06-01 iso4217:USD pure S-3 S-3 EX-FILING FEES 0001356093 CREATIVE REALITIES, INC. N/A N/A 0.0001381 0.0001381 0.0001381 0.0001381 S-3 CREATIVE REALITIES, INC. Equity Common stock, par value $0.01 per share true Equity Preferred Stock true Other Warrants true Debt Debt Securities true false Unallocated (Universal) Shelf true 62359152.00 0.0001381 8611.80 Equity Common stock, par value $0.01 per share true S-3 333-272202 2023-06-06 Equity Preferred Stock true S-3 333-272202 2023-06-06 Other Warrants true S-3 333-272202 2023-06-06 Debt Debt Securities true S-3 333-272202 2023-06-06 Unallocated (Universal) Shelf true 37640848.00 S-3 333-272202 2023-06-06 4885.78 100000000.00 8611.80 0.00 0.00 8611.80 (1) There are being registered hereunder an indeterminate number or amount, as the case may be, of common shares, preferred shares, warrants and debt securities, as may be offered by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $100,000,000. The securities included hereunder may be sold separately or as units with other securities registered hereunder. The securities included hereunder also include an indeterminate number of securities as may be issued upon conversion of or exchange for preferred shares or debt securities that provide for conversion or exchange, upon exercise of warrants, or pursuant to the anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-3 (the "Registration Statement") also covers any additional securities that may be offered or issued in connection with any stock splits, reverse stock splits, stock dividends or similar transactions. (2) In accordance with Rule 415(a)(6) under the Securities Act, certain of the securities registered pursuant to this Registration Statement are unsold securities that previously were registered pursuant to the registration statement on Form S-3 (File No. 333-272202), initially effective on June 6, 2023 (the "Prior Registration Statement"). The Prior Registration Statement registered the offer and sale of an indeterminate number of common stock, preferred stock, debt securities and warrants with an aggregate offering price not to exceed $46,168,698, of which $37,640,848 of such securities that remain unsold as of the filing date of this Registration Statement are being included in this Registration Statement (the "Carry Forward Securities"). Pursuant to Rule 415(a)(6), the registration fees previously paid with respect to the Carry Forward Securities will continue to be applied to the Carry Forward Securities. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration Statement, the registrant sells any of the Carry Forward Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of such Carry Forward Securities from the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6) and the amount of any new securities to be registered under this Registration Statement, such that the securities hereunder shall have an aggregate initial offering price not to exceed $100,000,000. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the Carry Forward Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. A filing fee of $8,611.80 with respect to the New Securities is being paid in connection with the filing of this Registration Statement. (1) There are being registered hereunder an indeterminate number or amount, as the case may be, of common shares, preferred shares, warrants and debt securities, as may be offered by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $100,000,000. The securities included hereunder may be sold separately or as units with other securities registered hereunder. The securities included hereunder also include an indeterminate number of securities as may be issued upon conversion of or exchange for preferred shares or debt securities that provide for conversion or exchange, upon exercise of warrants, or pursuant to the anti-dilution provisions of any of such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the "Securities Act"), this Registration Statement on Form S-3 (the "Registration Statement") also covers any additional securities that may be offered or issued in connection with any stock splits, reverse stock splits, stock dividends or similar transactions. (2) In accordance with Rule 415(a)(6) under the Securities Act, certain of the securities registered pursuant to this Registration Statement are unsold securities that previously were registered pursuant to the registration statement on Form S-3 (File No. 333-272202), initially effective on June 6, 2023 (the "Prior Registration Statement"). The Prior Registration Statement registered the offer and sale of an indeterminate number of common stock, preferred stock, debt securities and warrants with an aggregate offering price not to exceed $46,168,698, of which $37,640,848 of such securities that remain unsold as of the filing date of this Registration Statement are being included in this Registration Statement (the "Carry Forward Securities"). Pursuant to Rule 415(a)(6), the registration fees previously paid with respect to the Carry Forward Securities will continue to be applied to the Carry Forward Securities. To the extent that, after the filing date hereof and prior to the effectiveness of this Registration Statement, the registrant sells any of the Carry Forward Securities pursuant to the Prior Registration Statement, the registrant will identify in a pre-effective amendment to this Registration Statement the updated amount of such Carry Forward Securities from the Prior Registration Statement to be included in this Registration Statement pursuant to Rule 415(a)(6) and the amount of any new securities to be registered under this Registration Statement, such that the securities hereunder shall have an aggregate initial offering price not to exceed $100,000,000. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of the Carry Forward Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement. A filing fee of $8,611.80 with respect to the New Securities is being paid in connection with the filing of this Registration Statement. (3) Reflects the registration fee previously paid in connection with unsold securities pursuant to Rule 415(a)(6) under the Securities Act of 1933, as amended.