CREATIVE REALITIES, INC. (OTCMKTS:CREX) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01
As Creative Realities, Inc. (the “Company”) previously disclosed in the Current Report on Form 8-K dated and filed with the Securities and Exchange Commission on September 20, 2018, the Company entered into a Stock Purchase Agreement effective September 20, 2018 with Christie Digital Systems, Inc. (the “Purchase Agreement”) to acquire Allure Global Solutions, Inc., a wholly owned subsidiary of Christie Digital Systems (“Allure”).
On November 20, 2018, the Company completed the acquisition of Allure to the Purchase Agreement. As a result of the transaction, Allure became the wholly-owned subsidiary of the Company.
Upon the closing of the acquisition, the Company acquired ownership of all of Allure’s issued and outstanding capital stock in consideration for a total purchase price of approximately $10.3 million, subject to a post-closing working capital adjustment. Of this purchase price amount, the Company paid approximately $6.75 million in cash, $1.25 million through the assumption of certain retention bonus obligations of Allure, and $2.3 million through continuing debt of Allure.
The debt of Allure is evidenced by an Amended and Restated Convertible Promissory Note. The Note’s maturity date is 15 months from the issuance date, and no principal is due until maturity. However, if Allure receives any payments from a specified customer, it must satisfy up to $660,000 of principal upon receipt of such payments. Interest is due quarterly on the outstanding principal amount of the Note.
The foregoing description of the Purchase Agreement, Note and the transactions contemplated thereby is not a complete description thereof and is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is filed as Exhibit 2.1 to this report, and the full text of the Amended and Restated Convertible Promissory Note, which is filed as Exhibit 10.3 to this report.
On November 26, 2018, the Company issued a press release announcing that it had completed the acquisition of Allure, which press release is filed as Exhibit 99.3 to this report.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| ExhibitNo. | Description |
| 2.1 | Stock Purchase Agreement, dated as of September 20, 2018, by and between the registrant and Christie Digital System, Inc. (incorporated by reference to the registrant’s Current Report on Form 8-K filed with the SEC on September 20, 2018). |
| 10.1 | Amended and Restated Convertible Promissory Note dated November 20, 2018 in the original principal amount of $2,303,313.00 issued by Allure Global Solutions, Inc.in favor of Christie Digital Systems, Inc. |
| 99.1 | Press Release, dated November 26, 2018 |
CREATIVE REALITIES, INC. ExhibitEX-10.1 2 f8k112018ex10-1_creative.htm AMENDED AND RESTATED CONVERTIBLE PROMISSORY NOTE DATED NOVEMBER 20,…To view the full exhibit click here
About CREATIVE REALITIES, INC. (OTCMKTS:CREX)
Creative Realities, Inc. is a marketing technology company. The Company provides shopper marketing and digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company operates through marketing technology solutions segment. The Company specializes in a range of existing and emerging shopper and digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows and integrated solutions. Its technology and solutions include digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies, such as mobile, social media, point-of-sale transactions, beaconing and Web-based media.