Current Report Filing (8-k)
October 17 2022 - 5:18PM
Edgar (US Regulatory)
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2022-10-12
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2022-10-12
2022-10-12
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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): October
12, 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 stated that the Company had 180 days, or until October 11, 2022, to
demonstrate compliance by maintaining a minimum closing bid price of at least $1.00 for a minimum of 10 consecutive trading days.
On October
12, 2022, Nasdaq notified the Company that while the Company had not regained compliance with the Minimum Bid Price Requirement, it was
eligible for an additional 180-day grace period, or until April 10, 2023, to regain compliance with the Minimum Bid Price Requirement.
Nasdaq’s determination was based on the Company having met the continued listing requirement for market value of publicly held shares
and all other applicable requirements for initial listing on The Nasdaq Capital Market, with the exception of the Minimum Bid Price Requirement,
and on the Company’s written notice to Nasdaq of its intention to cure the deficiency during the second compliance period by effecting
a reverse stock split, if necessary.
If the
Company does not regain compliance with the Minimum Bid Price Requirement by April 10, 2023, Nasdaq will provide written notification
to the Company that its common stock will be delisted. At that time, the Company may appeal Nasdaq’s delisting determination to
a Hearings Panel (the “Panel”). The Company’s common stock would remain listed pending the Panel’s decision. There
can be no assurance that if the Company does appeal such a delisting determination by Nasdaq to the Panel, that such appeal would be successful.
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, including effectuating a reverse stock split.
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: October 17, 2022 |
By: |
/s/ Will Logan |
|
|
Will Logan
Chief Financial Officer |
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