UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
§ 240.13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a)
(Amendment No. 5)*
Creative Realities, Inc.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
97652A302
(CUSIP Number)
Craig Cogut
c\o Pegasus Capital Advisors, L.P.
750 East Main Street
Suite 600
Stamford, CT 06902 (203) 869-4400
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
November 9, 2023
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-l(e), 240.13d-l(f) or 240.13d-l(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240 13d-7 for other parties to whom copies are to be sent.
| 1 | 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. |
| * | information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes’). |
| 1. |
Names of Reporting Persons
Slipstream Funding, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
317,455 | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
317,455 | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
317,455 | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
2.51%(1) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Based on 10,409,027 shares of Common Stock outstanding as of November 9, 2023, as reported in the Company’s Form 10-Q filed with the SEC on November 9, 2023, plus 2,261,446 shares of Common Stock issuable upon exercise of an equivalent number of warrants directly held by Slipstream Communications, LLC (the “Warrants”). |
| 1. |
Names of Reporting Persons
Slipstream Communications, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
WC | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Anguilla | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,686,935(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,686,935(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,935(1) | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
29.10%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 2,261,446 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC. |
| (2) | Based on 10,409,027 shares of Common Stock outstanding as of November 9, 2023, as reported in the Company’s Form 10-Q filed with the SEC on November 9, 2023, plus 2,261,446 shares of Common Stock underlying the Warrants. |
| 1. |
Names of Reporting Persons
BCOM Holdings, LP | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,686,935(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,686,935(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,935(1) | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
29.10%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes 2,261,446 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC. |
| (2) | Based on 10,409,027 shares of Common Stock outstanding as of November 9, 2023, as reported in the Company’s Form 10-Q filed with the SEC on November 9, 2023, plus 2,261,446 shares of Common Stock underlying the Warrants. |
| 1. |
Names of Reporting Persons
BCOM GP LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,686,935(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,686,935(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,935(1) | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
29.10%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 2,261,446 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC. |
| (2) | Based on 10,409,027 shares of Common Stock outstanding as of November 9, 2023, as reported in the Company’s Form 10-Q filed with the SEC on November 9, 2023, plus 2,261,446 shares of Common Stock underlying the Warrants. |
| 1. |
Names of Reporting Persons
Business Services Holdings, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,686,935(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,686,935(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,935(1) | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
29.10%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 2,261,446 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC. |
| (2) | Based on 10,409,027 shares of Common Stock outstanding as of November 9, 2023, as reported in the Company’s Form 10-Q filed with the SEC on November 9, 2023, plus 2,261,446 shares of Common Stock underlying the Warrants. |
| 1. |
Names of Reporting Persons
Pegasus Investors IV, L.P. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,686,935(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,686,935(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,935(1) | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
29.10%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
PN | |||||
| (1) | Includes 2,261,446 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC. |
| (2) | Based on 10,409,027 shares of Common Stock outstanding as of November 9, 2023, as reported in the Company’s Form 10-Q filed with the SEC on November 9, 2023, plus 2,261,446 shares of Common Stock underlying the Warrants. |
| 1. |
Names of Reporting Persons
Pegasus Investors IV GP, L.L.C. | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Delaware | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,686,935(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,686,935(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,935(1) | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
29.10%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 2,261,446 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC. |
| (2) | Based on 10,409,027 shares of Common Stock outstanding as of November 9, 2023, as reported in the Company’s Form 10-Q filed with the SEC on November 9, 2023, plus 2,261,446 shares of Common Stock underlying the Warrants. |
| 1. |
Names of Reporting Persons
Pegasus Capital, LLC | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
Connecticut | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,686,935(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,686,935(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,935(1) | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
29.10%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 2,261,446 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC. |
| (2) | Based on 10,409,027 shares of Common Stock outstanding as of November 9, 2023, as reported in the Company’s Form 10-Q filed with the SEC on November 9, 2023, plus 2,261,446 shares of Common Stock underlying the Warrants. |
| 1. |
Names of Reporting Persons
Craig Cogut | |||||
| 2. | Check The Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐
| |||||
| 3. | SEC Use Only
| |||||
| 4. | Source of Funds
OO | |||||
| 5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| |||||
| 6. | Citizenship or Place of Organization
United States | |||||
| Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
0 | ||||
| 8. | Shared Voting Power
3,686,935(1) | |||||
| 9. | Sole Dispositive Power
0 | |||||
| 10. | Shared Dispositive Power
3,686,935(1) | |||||
| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
3,686,935(1) | |||||
| 12. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
☐ | |||||
| 13. | Percent of Class Represented by Amount in Row (9)
29.10%(2) | |||||
| 14. | Type of Reporting Person (See Instructions)
OO | |||||
| (1) | Includes 2,261,446 shares of common stock issuable upon exercise of the Warrants directly held by Slipstream Communications, LLC. |
| (2) | Based on 10,409,027 shares of Common Stock outstanding as of November 9, 2023, as reported in the Company’s Form 10-Q filed with the SEC on November 9, 2023, plus 2,261,446 shares of Common Stock underlying the Warrants. |
Item 1. Security and Issuer
This Amendment No. 5 (“Amendment No. 5”) amends the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on August 29, 2014, as amended by Amendment No. 1 filed with the SEC on September 22, 2014, Amendment No. 2 filed with the SEC on December 16, 2022, Amendment No. 3 filed with the SEC on February 3, 2023, and Amendment No. 4 filed with the SEC on May 1, 2023 (the “Schedule 13D”), with respect to the Common Stock of the Company. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D. Except as specifically amended herein, the Schedule 13D shall otherwise remain in effect.
Item 4. Purpose of Transaction
Item 4 is hereby supplemented as follows:
As previously reported, on February 3, 2023, an affiliate of the Reporting Persons, Pegasus Capital
Advisors, LP (“PCA LP”), on behalf of itself and certain of its affiliates (collectively, “Pegasus”), delivered to the Board a letter setting forth a proposal (the “Initial Proposal”) for Pegasus to
acquire all of the outstanding shares of Common Stock that are not owned by the Reporting Persons for a purchase price of $0.83 per share in cash (or, as a result of the Reverse Stock Split, $2.49 per share) in cash. On March 28, 2023, the
Special Committee of the Board of Directors of the Issuer
(the “Special Committee”) issued a press release rejecting the Initial Proposal. On May 1, 2023, Pegasus delivered to the Special Committee a letter setting forth a
proposal (the “Second Proposal”) for Pegasus to acquire all of the outstanding shares of Common Stock that are not owned by the Reporting Persons for a purchase price of $2.85 per share in cash. Pegasus is no longer pursuing
the Second Proposal. The Reporting Persons may continue to engage in discussions with the Issuer’s management, board of directors, and/or stockholders concerning, among other things, such potential strategic transaction, potential financing
options for the Issuer, the Issuer’s business strategy, and/or other strategic alternatives for the betterment of the Issuer.
Item 5. Interest in Securities of the Issuer
The information set forth in Item 5 of the Schedule 13D is amended as follows:
(a) - (c) The information relating to the beneficial ownership of the Shares by each of the Reporting Persons set forth in Rows 7 through 13 of the cover pages hereto is incorporated by reference herein and is as of the date hereof. Slipstream Funding, LLC is the beneficial owner of 317,455 shares of Common Stock, representing 2.51% of Common Stock outstanding as of November 9, 2023, as reported in the Issuer’s most recent Form 10-Q filed with the SEC on November 9, 2023 (the “10-Q”). The other Reporting Persons on this Schedule 13D share beneficial ownership of 3,686,935 shares of the Common Stock, of which 2,261,446 are issuable in respect of the Warrants, representing 29.10% of the Issuer’s outstanding Common Stock. This Amendment No. 5 is being filed to reflect a change in the percentage previously reported solely as a result of the change in the outstanding Common Shares as reported by the Issuer in the 10-Q. The Reporting Person has no other material changes to the information previously reported or transactions within the prior 60 days to disclose. Neither the filing of this Statement nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons that such person is the beneficial owner of any of the shares of Common Stock referred to herein for purposes of the Act, or for any other purpose.
Item 7. Material to be Filed as Exhibits
| Exhibit 99.4 | Joint Filing Agreement among the Reporting Persons, dated as of August 29, 2014, and incorporated by reference to the Schedule 13D filed on such date by the Reporting Persons. |
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.
Date: November 15, 2023
| SLIPSTREAM FUNDING, LLC | ||
| By: | /s/ Craig Cogut | |
| Name: Craig Cogut | ||
| Title: President | ||
| SLIPSTREAM COMMUNICATIONS, LLC | ||
| By: | /s/ Craig Cogut | |
| Name: Craig Cogut | ||
| Title: President | ||
| BCOM HOLDINGS, LP | ||
| By: | BCOM GP LLC, | |
| its general partner | ||
| By: | /s/ Craig Cogut | |
| Name: Craig Cogut | ||
| Title: President | ||
| BCOM GP LLC | ||
| By: | /s/ Craig Cogut | |
| Name: Craig Cogut | ||
| Title: President | ||
| BUSINESS SERVICES HOLDINGS, LLC | ||
| By: | /s/ Craig Cogut | |
| Name: Craig Cogut | ||
| Title: President | ||
| PEGASUS INVESTORS IV, L.P. | ||
| By: Pegasus Investors IV GP, L.L.C., its general partner | ||
| By: | /s/ Craig Cogut | |
| Name: Craig Cogut | ||
| Title: President | ||
| PEGASUS INVESTORS IV GP, L.L.C. | ||
| By: | /s/ Craig Cogut | |
| Name: Craig Cogut | ||
| Title: President | ||
| PEGASUS CAPITAL, LLC | ||
| By: | /s/ Craig Cogut | |
| Name: Craig Cogut | ||
| Title: President | ||
| /s/ Craig Cogut | ||
| CRAIG COGUT | ||