LOUISVILLE, Ky., Feb. 3, 2022 /PRNewswire/ -- Creative Realities,
Inc. ("Creative Realities," "CRI," or the "Company") (NASDAQ: CREX,
CREXW), today announced it has entered into definitive agreements
for a private placement with a U.S. institutional investor of (i)
1,315,000 shares of common stock together with warrants (the
"Common Warrants") to purchase up to 1,315,000 shares of common
stock and (ii) 5,851,505 pre-funded warrants (the "Pre-Funded
Warrants"), with each Pre-Funded Warrant exercisable for one share
of common stock, together with Common Warrants to purchase up to
5,851,505 shares of common stock. Each share of common stock and
accompanying Common Warrant are being sold together at a combined
offering price of $1.535, and each
Pre-funded Warrant and accompanying Common Warrant are being sold
together at a combined offering price of $1.5349. The Pre-Funded Warrants will be funded
in full at closing except for a nominal exercise price of
$0.0001 and are immediately
exercisable at any time until all of the Pre-Funded Warrants are
exercised in full. The Common Warrants will have an exercise price
of $1.41 per share, are exercisable
immediately and will have a term of five years from the date of
issuance (collectively, the "Private Placement").
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The Company expects to use the net proceeds from the Private
Placement to satisfy a portion of the cash component of the merger
consideration payable to stockholders of Reflect Systems, Inc.
("Reflect") upon closing the previously announced acquisition. The
Company expects to finalize the terms of an amended loan and
security agreement with its current creditor, under which the
Company expects to receive an additional $10
million in secured term debt financing to provide the
remaining capital necessary to consummate its acquisition of
Reflect. The Company anticipates closing such debt financing and
the acquisition of Reflect on or about February 15, 2022.
The Private Placement is expected to close on or
about February 4, 2022, subject to the satisfaction of
customary closing conditions.
A.G.P./Alliance Global Partners is acting as the sole
placement agent for the Private Placement.
The Private Placement is being made in the United States pursuant to the exemption
from securities registration afforded by Section 4(a)(2) of the
Securities Act of 1933, as amended, and Rule 506 of Regulation D as
promulgated by the United States Securities and Exchange Commission
(SEC). The securities to be sold in the Private Placement have not
been registered under the Securities Act of 1933, as amended, or
applicable state securities laws, and accordingly may not be
offered or sold in the United
States absent registration with the SEC or an applicable
exemption from such registration requirements. The Company has
agreed to file a registration statement with the SEC covering the
resale of the shares of common stock issued in the Private
Placement, as well as the shares of common stock issuable upon
exercise of the Common Warrants and Pre-Funded Warrants issued in
the Private Placement.
Cautionary Note on Forward-Looking Statements
This communication contains "forward-looking statements" within
the meaning of Section 21E of the Securities Exchange Act of 1934,
as amended, and the Private Securities Litigation Reform Act of
1995. Forward-looking statements may relate to future results,
strategy and plans of Creative Realities and Reflect (collectively,
the "Companies") (including certain projections and business
trends, and statements, which may be identified by the use of the
words "plans", "expects" or "does not expect", "estimated", "is
expected", "budget", "scheduled", "estimates", "forecasts",
"intends", "anticipates" or "does not anticipate", or "believes",
or variations of such words and phrases or state that certain
actions, events or results "may", "could", "would", "might",
"projects", "will" or "will be taken", "occur" or "be achieved").
Forward-looking statements are based on the opinions and estimates
of management of the Companies as of the date such statements are
made, and they are subject to known and unknown risks,
uncertainties, assumptions and other factors that may cause the
actual results, level of activity, performance or achievements to
be materially different from those expressed or implied by such
forward-looking statements. These risks and uncertainties include,
but are not limited to, Creative Realities' ability to complete its
pending merger transaction with Reflect (the "Proposed
Transaction") and to satisfy the conditions to complete the
Proposed Transaction, including obtaining financing sufficient to
pay the cash merger consideration payable in the Proposed
Transaction. Readers are cautioned not to place undue reliance upon
any forward-looking statements, which speak only as of the date
made. These forward-looking statements are made only as of the date
hereof, and neither Company undertakes any obligation to update or
revise the forward-looking statements, whether as a result of new
information, future events or otherwise, except as required by law.
Consummation of the proposed merger transaction is subject to
satisfaction of various closing conditions set forth in the merger
agreement governing the transaction.
Additional Information about the Merger and Where to Find
It
In connection with the Proposed Transaction, Creative Realities
has filed with the Securities and Exchange Commission a
registration statement on Form S-4 that contains the combined Joint
Proxy Statement/Prospectus.
WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE REGISTRATION
STATEMENT ON FORM S-4, THE JOINT PROXY
STATEMENT/PROSPECTUS INCLUDED WITHIN THE REGISTRATION STATEMENT,
AND ALL AMENDMENTS AND SUPPLEMENTS THERETO, AND ANY OTHER RELEVANT
DOCUMENTS FILED OR TO BE FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION IN CONNECTION WITH THE PROPOSED TRANSACTION BECAUSE
THESE DOCUMENTS DO AND WILL CONTAIN IMPORTANT INFORMATION ABOUT
CREATIVE REALITIES, REFLECT, AND THE PROPOSED TRANSACTION.
Investors and security holders may obtain copies of these
documents free of charge through the website maintained by the
Securities and Exchange Commission at www.sec.gov or from
Creative Realities at its
website, http://www.cri.com. Documents filed with the
Securities and Exchange Commission by Creative Realities will be
available free of charge by directing a request by telephone or
mail to Creative Realities, Inc., 13100 Magisterial Drive, Suite
100, Louisville, KY 40223;
phone: (502) 791-8800.
Participants in the Solicitation
Creative Realities, Reflect and certain of their respective
directors and executive officers may be deemed to be participants
in the solicitation of proxies from the shareholders of Creative
Realities in connection with the Proposed Transaction. Certain
information regarding the interests of these participants and a
description of their direct and indirect interests, by security
holdings or otherwise, is included in the Joint Proxy
Statement/Prospectus relating to the Proposed Transaction. Creative
Realities' directors and executive officers beneficially own
approximately 11.05% of Creative Realities' common stock.
Disclaimer; Non-Solicitation
This communication shall not constitute an offer to purchase,
nor a solicitation of an offer to sell, subscribe for or buy, any
securities or the solicitation of any vote in any jurisdiction
pursuant to the Proposed Transaction or otherwise, nor shall there
be any sale, issuance or transfer or securities in any jurisdiction
in contravention of applicable law. No offer of securities shall be
made except by means of a prospectus meeting the requirements of
the Securities Act of 1933, as amended.
Related Links
http://www.cri.com
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SOURCE Creative Realities, Inc.