SEC Form SC 13D/A filed by Creative Realities Inc. (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Slipstream Funding, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  952,365

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  952,365

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  952,365

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  3.31%⁽¹⁾

  TYPE OF REPORTING PERSON*

  OO

Based on 21,799,126 shares of Common Stock outstanding as of November 14, 2022, as reported in the Company’s Form 10-Q filed with the SEC on November 14, 2022, plus 6,989,858 shares of Common Stock issuable upon exercise of an equivalent number of warrants directly held by Slipstream Communications, LLC (“the Warrants”).

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Slipstream Communications, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  WC

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Anguilla

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  11,266,311⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  11,266,311⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,266,311⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW ⁽¹¹⁾

  39.13%⁽²⁾

  TYPE OF REPORTING PERSON*

  OO

Includes 6,989,858 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 21,799,126 shares of common stock outstanding as of November 14, 2022, as reported in the Company’s Form 10-Q filed with the SEC on November 14, 2022, plus 6,989,858 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  BCOM Holdings, LP

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  11,266,311⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  11,266,311⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,266,311⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  39.13%⁽²⁾

  TYPE OF REPORTING PERSON*

  PN

Includes 6,989,858 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 21,799,126 shares of common stock outstanding as of November 14, 2022, as reported in the Company’s Form 10-Q filed with the SEC on November 14, 2022, plus 6,989,858 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  BCOM GP LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  11,266,311⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  11,266,311⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,266,311⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  39.13%⁽²⁾

  TYPE OF REPORTING PERSON*

  OO

Includes 6,989,858 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 21,799,126 shares of common stock outstanding as of November 14, 2022, as reported in the Company’s Form 10-Q filed with the SEC on November 14, 2022, plus 6,989,858 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Business Services Holdings, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  11,266,311⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  11,266,311⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,266,311⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  39.13%⁽²⁾

  TYPE OF REPORTING PERSON*

  OO

Includes 6,989,858 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 21,799,126 shares of common stock outstanding as of November 14, 2022, as reported in the Company’s Form 10-Q filed with the SEC on November 14, 2022, plus 6,989,858 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Pegasus Investors IV, L.P.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  11,266,311⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  11,266,311⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,266,311⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW ⁽¹¹⁾

  39.13%⁽²⁾

  TYPE OF REPORTING PERSON*

  PN

Includes 6,989,858 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 21,799,126 shares of common stock outstanding as of November 14, 2022, as reported in the Company’s Form 10-Q filed with the SEC on November 14, 2022, plus 6,989,858 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Pegasus Investors IV GP, L.L.C.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  11,266,311⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  11,266,311⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,266,311⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW ⁽¹¹⁾

  39.13%⁽²⁾

  TYPE OF REPORTING PERSON*

  OO

Includes 6,989,858 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 21,799,126 shares of common stock outstanding as of November 14, 2022, as reported in the Company’s Form 10-Q filed with the SEC on November 14, 2022, plus 6,989,858 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Pegasus Capital, LLC

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Connecticut

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  11,266,311⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  11,266,311⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,266,311⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW ⁽¹¹⁾

  39.13%⁽²⁾

  TYPE OF REPORTING PERSON*

  OO

Includes 6,989,858 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 21,799,126 shares of common stock outstanding as of November 14, 2022, as reported in the Company’s Form 10-Q filed with the SEC on November 14, 2022, plus 6,989,858 shares of common stock underlying the Warrants.

  NAMES OF REPORTING PERSONS

  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

  Craig Cogut

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS*

  OO

  CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  United States

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER:

  0

  SHARED VOTING POWER:

  11,266,311⁽¹⁾

  SOLE DISPOSITIVE POWER:

  0

  SHARED DISPOSITIVE POWER:

  11,266,311⁽¹⁾

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

  11,266,311⁽¹⁾

  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  39.13%⁽²⁾

  TYPE OF REPORTING PERSON*

  IN

Includes 6,989,858 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC.

Based on 21,799,126 shares of common stock outstanding as of November 14, 2022, as reported in the Company’s Form 10-Q filed with the SEC on November 14, 2022, plus 6,989,858 shares of common stock underlying the Warrants.