CREATIVE REALITIES, INC. 8-K

What Happened

• Creative Realities, Inc. (CREX) filed an 8‑K reporting developments arising from a Securities Purchase Agreement it entered on October 15, 2025 with North Run Strategic Opportunities Fund I, LP and NR‑SOF I (Co‑Invest I), LP (the “Buyers”). The Buyers had rights to designate directors based on their beneficial ownership.
• The Buyers designated Michael Bosco and Thomas Ellis, who were appointed to the board effective November 6, 2025. Nasdaq advised the company that the Buyers’ right to appoint directors representing 20% or more of the board’s voting power was a “change of control” under Nasdaq Listing Rule 5635(b). To maintain compliance, Michael Bosco resigned effective November 19, 2025, the board was temporarily reduced to six directors, and the Buyers agreed not to exercise a right to designate a second director unless shareholders approve the change of control pursuant to Nasdaq rules.
• On December 30, 2025, the board increased its size from six to seven directors and reappointed Michael Bosco to fill the vacancy; Mr. Bosco is affiliated with the Buyers. The filing also incorporates earlier Securities Offering disclosures from the company’s November 12, 2025 Form 8‑K.

Key Details

• Securities Purchase Agreement date: October 15, 2025.
• Initial board appointments effective: November 6, 2025 (Michael Bosco and Thomas Ellis).
• Bosco resignation effective: November 19, 2025; board reduced to six directors.
• Board increase and Bosco reappointment: December 30, 2025.
• Nasdaq Rule cited: Rule 5635(b) — Buyer designation rights creating a potential “change of control” requiring shareholder approval before certain director appointments.

Why It Matters

• These actions affect board composition and corporate governance: investor‑designated directors can influence strategy and oversight.
• Nasdaq’s interpretation triggered temporary governance changes to avoid an unapproved “change of control,” and the Buyers agreed to limit their designation rights until shareholders vote.
• Investors should note increased involvement by North Run (and affiliates) and watch for any future shareholder vote or further disclosures about the Securities Purchase Agreement and potential governance or strategic changes.