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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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CREATIVE REALITIES, INC. (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
22530J309 (CUSIP Number) |
Richard C. Mills 13100 Magisterial Drive, Suite 102 Louisville, KY, 40223 502-791-8800 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
10/15/2025 (Date of Event Which Requires Filing of This Statement) |

SCHEDULE 13D
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| CUSIP No. | 22530J309 |
| 1 |
Name of reporting person
MILLS RICHARD C | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO, PF | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,435,260.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
CREATIVE REALITIES, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
13100 MAGISTERIAL DRIVE, SUITE 102, LOUISVILLE,
KENTUCKY
, 40223. | |
Item 1 Comment:
The name of the issuer is Creative Realities, Inc., a Minnesota corporation (the "Issuer"). The address of the Issuer's principal executive offices is 13100 Magisterial Drive, Suite 102, Louisville, Kentucky 40223. This Schedule 13D relates to the Issuer's Common Stock, $0.01 par value per share (the "Common Stock"). All share and price information set forth in this Schedule 13D has been adjusted to reflect the Issuer's 1-for-30 and 1-for-3 reverse stock splits effective on October 17, 2018 and March 27, 2023, respectively.
The following constitutes Amendment No. 2 ("Amendment No. 2") to the Schedule 13D filed by the undersigned on February 15, 2024, as amended on July 8, 2025 (as so amended, the "Schedule 13D"). This Amendment No. 2 amends the Schedule 13D as specifically set forth herein. Unless otherwise defined herein, all capitalized terms used herein shall have the meanings given to them in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Except as noted in Item 6 of this Amendment No. 2, as of the date of the filing of this Amendment No. 2, the Reporting Person does not have a plan or proposal that relates to or would result in any of the transactions enumerated in sub items (a) through (j) of the instructions to Item 4 of this Schedule 13D. Notwithstanding the foregoing, the Reporting Person reserves the right to effect any such actions as any of them may deem necessary or appropriate in the future. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
On October 15, 2025, Issuer entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with certain accredited investors (collectively, the "Buyers"), pursuant to which the Issuer agreed to sell to the Buyers in a private placement, for an aggregate gross purchase price of $30.0 million, an aggregate of 30,000 shares of a newly established series of preferred stock, par value $0.01 per share, to be designated as Series A Convertible Preferred Stock (the "Preferred Shares")(the "Offering"). The Preferred Shares will be convertible into shares of Common Stock ("Conversion Shares"), subject to a 19.99% "Beneficial Ownership Limitation" and an "Exchange Cap" limitation, each as set forth a Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock to be filed with the Minnesota Secretary of State prior to the closing of the Offering. Issuer has reported that it anticipates closing the Offering concurrently with the closing of Issuer's pending acquisition of DDC Group International, Inc., an Ontario corporation and wholly owned subsidiary of Cineplex Entertainment Limited Partnership, subject to the satisfaction of closing conditions. Under the Securities Purchase Agreement, Issuer has agreed to call and hold, not later than 90 days after the closing of the Offering, an annual or special meeting of shareholders to approve the issuance of Conversion Shares in excess of the Exchange Cap limitation and to increase the maximum Beneficial Ownership Limitation percentage to 49.99%. On October 15, 2025, and in connection with the execution of the Securities Purchase Agreement, the Reporting Person entered into a Voting Agreement (the "Voting Agreement") under which he has agreed to vote his shares of Common Stock in favor of such approval. The description of the Voting Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is filed as Exhibit 10.8, which is hereby incorporated by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit
Number Description of Exhibits
10.8 Voting Agreement dated as of October 15, 2025 by and between Richard Mills and the Issuer.
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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(b)