UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): November 5, 2018
CREATIVE REALITIES, INC.
(Exact name of registrant as specified in its charter)
| Minnesota | 001-33169 | 41-1967918 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 13100 Magisterial Drive, Suite 100, Louisville, KY | 40223 | |
| (Address of principal executive offices) | (Zip Code) |
(502) 791-8800
(Registrant's telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On November 5, 2018, Creative Realities, Inc. (the “Company”) held a special meeting of the holders of Series A Convertible Preferred Stock (the “Preferred Stock”) for the purpose of approving the conversion (the “Conversion”) of the Preferred Stock into common stock of the Company upon the terms set forth in the Certificate of Designation for the Preferred Stock. Holders of 84.1% of the Preferred Stock voted in favor of the Conversion and the matter was approved. The Conversion is contingent upon the closing of the Company’s firm commitment underwritten public offering of the Common Stock (or units, consisting of Common Stock and warrants) pursuant to a registration statement on Form S-1 under the Securities Act of 1933, as amended, resulting in its receipt of gross proceeds in an amount no less than $10,000,000.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Creative Realities, Inc. | ||
| (Registrant) | ||
| By: | /s/ Will Logan | |
| Will Logan | ||
| Chief Financial Officer | ||
Date: November 9, 2018
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