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): September 21, 2020

 

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. ☐

 

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

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, par value $0.001 per share		CREX		The Nasdaq Stock Market LLC
Warrants to purchase Common Stock		CREXW		The Nasdaq Stock Market LLC

 

 

  

Item 1.01 Entry into a Material Definitive Agreement.

 

On September 21, 2020, Creative Realities, Inc. (the “Company”) entered into an Amended and Restated Master Distribution Agreement, (the “Amended and Restated Distribution Agreement”) with InReality, LLC (“InReality”), effective as of September 1, 2020 (the “Effective Date”), pursuant to which the Company will serve as a non-exclusive master distributor of InReality’s Safe Space Solutions software-as-a-service platform, which includes products supporting (1) human temperature screening and (2) integrated web and mobile question and answer applications (the “Platform”) in the United States and Canada (the “Territory”). The Amended and Restated Distribution Agreement amends and restates in its entirety that certain Master Distribution Agreement between the parties dated June 19, 2020 (the “Prior Agreement”). The initial term of the Amended and Restated Distribution Agreement is twelve months, beginning on the Effective Date. Thereafter, the term will automatically renew for successive twelve-month periods until InReality or the Company gives the other party proper notice of non-renewal or the Amended and Restated Distribution Agreement is otherwise terminated according to its terms.

 

As master distributor, the Company will sell Platform subscriptions (a) to distributors and resellers for resale to end users, or (b) directly to end users, for use in connection with certain human temperature screening devices. The Company may establish re-seller and referral programs to sell Platform subscriptions at its sole discretion. The Company shall develop marketing campaigns and strategies to promote Platform sales with InReality’s cooperation. InReality is restricted from selling Platform subscriptions directly to end users or certain distributors within the Territory. The Company shall provide end users with basic troubleshooting and helpdesk services for the Platform. InReality will provide escalated technical support for the Platform. The Company shall pay a royalty to InReality for each Platform subscription sold to a distributor, reseller, or end user, with the royalty amount based on the applicable subscription level(s) sold. The Company will continue to sell the Thermal Mirror hardware solution to distributors, re-sellers, and end users, which it will procure directly from the manufacturer for future purchases. The Company shall pay InReality a license fee for any Thermal Mirror units sold by the Company beyond those units that were initially purchased by the Company under the Prior Agreement (the “Initial Units”). The amount of the license fee will be determined by the number of Thermal Mirror units sold in excess of the Initial Units.

 

Item 8.01 Other Events.

 

A press release announcing the execution of the Amended and Restated Distribution Agreement is attached hereto as Exhibit 99.1.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits

 

Exhibit No.		Description
99.1		Press Release dated September 24, 2020

 

 

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)
Date: September 24, 2020	By:	/s/ Will Logan
		Will Logan
		Chief Financial Officer

  

 

2

Exhibit 99.1

 

 

CRI Deepens Partnership with InReality, Significantly Expands its Thermal Mirror Offering

 

September 24, 2020 – Louisville, KY – Creative Realities, Inc. (“Creative Realities,” “CRI,” or the “Company”) (NASDAQ: CREX, CREXW), a leading provider of digital marketing solutions, today strengthened its collaboration with InReality. The partnership announced today significantly expands the CRI portfolio of Safe Space Solutions beyond temperature screening itself with software and accessories to suit a wide range of business use cases. These new products and related services distinguish CRI as a leader in the increasingly crowded market for solutions to assist businesses operate safely as they emerge from pandemic-related closures.

 

“Offering a complete portfolio of Thermal Mirror solutions enables us to take a consultative approach with each of our customers, helping them to construct a Safe Space Solution that’s tailored to their specific needs,” said Rick Mills, Chief Executive Officer of CRI. “Expanding our offering beyond the single function of temperature screening enables us to offer comprehensive solutions that address the real-world challenges businesses face as they create welcoming spaces for their customers and employees.”

 

The CRI Thermal Mirror can now be bundled with additional hardware accessories and related software solutions to offer businesses greater flexibility in how they implement temperature screening in their facilities. As businesses continue to navigate the process of pandemic recovery, it is clear that the most effective solutions encompass temperature screening, as well as requiring people to self-attest to recent travel and health-related conditions for a more accurate COVID-19 transmission risk assessment. In aggregate, these elements provide businesses a much more comprehensive solution to monitor the health and safety of customers and employees.

 

The new Thermal Mirror Printer Kit produces adhesive “passed” badges to be worn following a successful thermal temperature screening. These badges provide visual reinforcement of a company’s temperature-screening policy, and provide reassurance that patrons and employees had their temperatures screened prior to entry.

 

A touch-interactive Q&A Tablet can now be bundled with the CRI Thermal Mirror Solution. This kiosk-mounted solution enables customers, guests, and employees to self-register and answer a series of symptom- and travel-related questions to help assess one’s level of COVID-transmission risk. The software interface – developed by InReality – integrates seamlessly with the company’s cloud-based temperature-screening platform that helps companies capture key metrics and reporting to adhere to COVID-related compliance requirements.

 

CRI will now also offer a Mobile/Web Q&A Application Solution for customers and employees who want to self-register on their own devices. By simply scanning a QR code using their phone’s camera, users are walked through a workflow identical to what they would encounter on the kiosk-mounted tablet, without having to physically interact with the kiosk. This interface – also developed by InReality – similarly integrates with the cloud-based platform that aggregates the organization’s temperature-screening data.

 

 

 

All of the components described above are configurable in any combination to suit the specific needs of each business customer. To learn more about Creative Realities and the company’s portfolio of Safe Space Solutions, visit https://cri.com/. Visitors can also download additional assets such as archived webinars and video tutorials to learn how Thermal Mirror helps maintain a safe and healthy workplace.

 

About Creative Realities, Inc.
Creative Realities helps clients use the latest omnichannel technologies to inspire better customer experiences.  Founded over 15 years ago, CRI designs, develops and deploys consumer experiences for high-end enterprise level networks, and is actively providing recurring SaaS and support services for more than fifteen diverse vertical markets, including but not limited to Automotive, Advertising Networks, Apparel & Accessories, Convenience Stores, Foodservice/QSR, Gaming, Theater, and Stadium Venues. The Company acquired Allure Global Solutions, Inc. in November 2018, expanding the Company’s operations to five offices across North America with active installations in more than 10 countries.

 

Cautionary Note on Forward-Looking Statements

This press release contains certain statements that are “forward-looking statements” under Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and includes, among other things, discussions of our business strategies, future operations and capital resources. Words such as “estimates,” “projected,” “expects,” “anticipates,” “forecasts,” “plans,” “intends,” “believes,” “seeks,” “may,” “will,” “should,” “future,” “propose” and variations of these words or similar expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements.

 

Given these uncertainties, and the fact that forward-looking statements represent management’s estimates and assumption as of the date of this press release, you should not attribute undue certainty to these forward-looking statements. We assume no obligation to update any forward-looking statements publicly, or to update the reasons why actual results could differ materially from those anticipated in any forward-looking statements contained in this press release, even if new information becomes available in the future.

 

About InReality

InReality is a venue analytics platform that transforms any tracking, measurement and influencing technology into the metrics that matter most. They do it by harnessing data from IoT sensors and other measurement and influencing technologies into one simple platform that produces only the most critical KPIs, then enabling predictive or personalized responses. With it, venues can both prove and improve their ‘phygital’ touch points across multiple locations at scale, but without the complexity or limitations of multiple sensors and disparate dashboards. Owners and retailers make their spaces safer and more meaningful for their patrons, and brand advertisers finally get the analytic ammunition they need to optimize their strategies and defend their marketing spend. To learn more or discuss how InReality’s platform can optimize your Safe Space Solutions, go to www.inreality.com or email us at sales@inreality.com.