Current Report Filing (8-k)
April 15 2022 - 4:07PM
Edgar (US Regulatory)
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2022-04-14
2022-04-14
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2022-04-14
2022-04-14
0001356093
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2022-04-14
2022-04-14
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iso4217:USD
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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):
April 14, 2022
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 $0.01 per share |
|
CREX |
|
The Nasdaq Stock Market LLC |
Warrants to purchase Common Stock |
|
CREXW |
|
The Nasdaq Stock Market LLC |
Item 3.01.
Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On
April 14, 2022, the Company received a letter (the “Notice”) from The Nasdaq Stock Market LLC (“Nasdaq”) advising
the Company that for 30 consecutive trading days preceding the date of the Notice, the bid price of the Company’s common stock had
closed below the $1.00 per share minimum required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2)
(the “Minimum Bid Price Requirement”). The Notice has no effect on the listing of the Company’s common stock at
this time, and the Company’s common stock continues to trade on The Nasdaq Capital Market under the symbol “CREX”.
Under
Nasdaq Listing Rule 5810(c)(3)(A), if during the 180 calendar day period following the date of the Notice (the “Compliance Period”),
the closing bid price of the Company’s common stock is at or above $1.00 for a minimum of 10 consecutive business days, the Company
will regain compliance with the Minimum Bid Price Requirement and its common stock will continue to be eligible for listing on The Nasdaq
Capital Market, absent noncompliance with any other requirement for continued listing. Absent any extension, the Compliance Period expires
on October 11, 2022.
The
Notice also states that if the Company does not regain compliance with the Minimum Bid Price Requirement by the end of the Compliance
Period, the Company may be eligible for additional time. To qualify for additional time, the Company would be required to meet the continued
listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with
the exception of the Minimum Bid Price Requirement, and would need to provide written notice of its intention to cure the deficiency during
the second compliance period, by effecting a reverse stock split, if necessary. However, if it appears to Nasdaq that the Company will
not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq would notify the Company that its securities would
be subject to delisting. In the event of such notification, the Company may appeal Nasdaq’s determination to delist its securities,
but there can be no assurance that Nasdaq would grant the Company’s request for continued listing.
The
Company intends to monitor the closing bid price of its common stock and may, if appropriate, consider implementing available options
to regain compliance with the Minimum Bid Price Requirement.
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: April 15, 2022 |
By: |
/s/ Will Logan |
|
|
Will Logan
Chief Financial Officer |
2
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