false 0001356093 0001356093 2025-01-02 2025-01-02
 
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): January 2, 2025
 
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))
 
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
 
 
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
Resignation of Chief Financial Officer
 
On January 2, 2025, Will Logan informed Creative Realities, Inc. (the “Company”) that he is resigning as the Company’s Chief Financial Officer effective as of January 31, 2025. Mr. Logan’s departure from the Company was not due to any disagreement with respect to any matter relating to the Company’s operations, policies or practices or any issues regarding accounting or other financial policies or practices. The Company and Mr. Logan intend that Mr. Logan will serve as a Strategic Advisor to the Company minimally through the end of 2025.
 
Appointment of Interim Chief Financial Officer
 
The Company has appointed David Ryan Mudd, the Company’s current controller, to serve as the Interim Chief Financial Officer of the Company effective February 1, 2025. As Interim Chief Financial Officer, Mr. Mudd will perform the duties of the principal financial officer and principal accounting officer of the Company. Mr. Mudd, 37, joined the Company as Controller in November 2022. From January 2012 until November 2022, Mr. Mudd was employed by Ernst & Young in the assurance services group where he primarily worked with large publicly traded clients. Mr. Mudd brings over ten years of experience in SEC reporting, technical accounting matters and Sarbanes-Oxley compliance expertise as well as expertise in initial public offerings, acquisitions and integration. He has a B.S. degree and a Masters in Accountancy from University of Kentucky and is a Certified Public Accountant.
 
In connection with Mr. Mudd’s appointment as Interim Chief Financial Officer, the Company and Mr. Mudd will enter into an employment agreement in which the Company will pay Mr. Mudd an annual base salary of $235,000 from February 1, 2025-January 31, 2026, and an annual base salary of $260,000 from February 1, 2026-January 31, 2027. Thereafter, the agreement will continue on one-year terms unless terminated by a party.  If Mr. Mudd’s employment is terminated for good reason, as defined, without cause, as defined, or within 12 months following a change in control, as defined, other than for cause, Mr. Mudd will be entitled to receive aggregate severance payments equal to the annual base salary that would have been payable until January 31, 2027, or six months, whichever is larger. The agreement provides that any severance payments would be paid in installments over the course of the severance. The agreement contains certain non-solicitation and non-competition provisions that continue after employment for a period of one year. The agreement also contains other customary restrictive and other covenants relating to the confidentiality of information, the ownership of inventions and other matters. 
 
Except as noted above, there are no arrangements or understandings between Mr. Mudd and any other person pursuant to which Mr. Mudd was appointed as Interim Chief Financial Officer. There are also no family relationships between Mr. Mudd and any director or executive officer of the Company and Mr. Mudd has no direct or indirect interest in any related party transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
 
Item 7.01 Regulation FD Disclosure.
 
On January 3, 2025, the Company issued a press release announcing the foregoing matters, which is furnished as Exhibit 99.1 hereto.
 
Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and shall not be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing, except as shall be expressly set forth by specific reference in any such filing.
 
 
 
 
Item 9.01. Financial Statement and Exhibits.
 
(d)
Exhibits
 
Exhibit No.
  
Description
99.1
  
104
  
Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 
SIGNATURES
 
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.
 
Date: January 8, 2024
 
 
Creative Realities, Inc
     
 
By:
/s/ Richard Mills
   
Richard Mills
   
Chief Executive Officer
 
 

Exhibit 99.1

 

Creative Realities Announces Departure of Will Logan, Chief Financial Officer

 

LOUISVILLE, KY., January 3, 2025 – Creative Realities, Inc. (NASDAQ: CREX) (“CRI” or the “Company”), a leading provider of digital signage and media solutions, today announced that Will Logan has resigned as Chief Financial Officer, effective January 31st, 2025, to become Chief Financial Officer at Rough Country, a major provider of performance-enhancing products and suspension systems to the truck, Jeep and UTV enthusiast market. He will serve as a Strategic Advisor to the Company minimally through the end of 2025, as CRI continues to make progress in accelerating growth and advancing its successful business strategy.

 

Rick Mills, CEO of Creative Realities, said “On behalf of the Board of Directors and our entire team, I want to thank Will for his many contributions to CRI. His vision as CFO has been integral to the Company’s transformation into an industry leader as a digital signage and media solutions provider that is well positioned for sustained growth and value creation. I want to thank Will for his leadership and friendship during a very productive working relationship. We wish him all the best as he begins this well-earned next chapter in his career with a terrific opportunity that I would not have him miss.”

 

Mr. Logan came to the company in November 2017, coordinating the company’s NASDAQ uplisting and subsequent acquisitions of Allure Global Solutions, Inc. and Reflect Systems, Inc. in 2018 and 2022, respectively.

 

The Company is evaluating internal and external candidates to succeed Mr. Logan; Ryan Mudd, MAcc, CPA, the Company’s current Controller, will serve as Interim Chief Financial Officer effective upon the departure of Mr. Logan. Mr. Mudd has been with CRI for two years, following Will Logan from Ernst & Young LLP, where they worked together from 2012 to 2017. As Controller, Mr. Mudd led the Company’s accounting function and recently spearheaded the adoption and implementation of its NetSuite ERP.

 

About Creative Realities, Inc.

Creative Realities helps clients use the latest omnichannel technologies to inspire better customer experiences. CRI designs, develops, and deploys consumer experiences for high-end enterprise-level networks, and is actively providing recurring SaaS and support services across diverse vertical markets, including but not limited to automotive, advertising networks, apparel & accessories, convenience stores, food service/QSR, gaming, theater, and stadium venues.

 

Contacts

 

Media Inquiries
Breanne Ngo
bngo@ideagrove.com

 

Investor Relations
Chris Witty
cwitty@darrowir.com
646-438-9385
ir@cri.com
https://investors.cri.com/

 

 
v3.24.4
Document And Entity Information
Jan. 02, 2025
Document Information [Line Items]  
Entity, Registrant Name CREATIVE REALITIES, INC.
Document, Type 8-K
Document, Period End Date Jan. 02, 2025
Entity, Incorporation, State or Country Code MN
Entity, File Number 001-33169
Entity, Tax Identification Number 41-1967918
Entity, Address, Address Line One 13100 Magisterial Drive, Suite 100
Entity, Address, City or Town Louisville
Entity, Address, State or Province KY
Entity, Address, Postal Zip Code 40223
City Area Code 502
Local Phone Number 791-8800
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common Stock
Trading Symbol CREX
Security Exchange Name NASDAQ
Entity, Emerging Growth Company false
Amendment Flag false
Entity, Central Index Key 0001356093
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