Page 6 of 12 – SEC Filing
| Item 1. | Security and Issuer. |
This statement relates to shares of common stock, par value $0.01
per share (Common Stock), of Creative Realities, Inc., a Minnesota corporation (the Issuer). The address of the principal executive offices of the Issuer is 13100 Magisterial Drive, Suite 100, Louisville, KY 40223. Horton
Capital Partners LLC, a Delaware limited liability company (HCP), Horton Capital Management, LLC, a Delaware limited liability company (HCM), and Joseph M. Manko, Jr. (Mr. Manko) filed Schedule 13D, with the
Securities and Exchange Commission (the SEC) on September 2, 2014 (Schedule 13D), to report their beneficial ownership of the shares of Common Stock of the Issuer. This Schedule 13D/A is being filed to update the
information set forth in Schedule 13D.
| Item 2. | Identity and Background. |
(a) This statement is filed by Horton Capital Partners Fund, LP, a Delaware
limited partnership (HCPF), HCP, HCM, and Mr. Manko (Mr. Manko together with HCPF, HCP and HCM, the Reporting Persons and each a Reporting Person).
(b) The address of the principal office of each Reporting Person is 1717 Arch Street, Suite 3920, Philadelphia, PA 19103. The managing member of HCP and HCM
is Mr. Joseph M. Manko, Jr.
(c) The principal business of HCPF and HCP is purchasing, holding and selling securities for investment purposes.
The principal business of HCM is serving as the investment manager of HCPF. HCP is the general partner of HCPF. The principal occupation of Mr. Manko is serving as the managing member of HCM and HCP.
(d) No Reporting Person has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) No Reporting Person has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such
laws.
(f) Mr. Manko is a citizen of the United States of America.
| Item 3. | Source and Amounts of Funds or other Consideration. |
Pursuant to the Securities Purchase Agreement with
the Issuer, dated as of August 18, 2014 (the August 2014 SPA), the Reporting Persons acquired (i) 2,250,000 shares of Series A Convertible Preferred Stock of the Issuer (the Series A Preferred Stock) convertible into
shares of Common Stock at the initial conversion price of $0.40 per share; and (ii) warrants to purchase 2,812,500 shares of Common Stock with an initial exercise price of $0.50 per share (2014 Warrants). The initial conversion
price of $0.40 per share of Series A Preferred Stock was subsequently adjusted to $0.255.
The Series A Preferred Stock entitles its holders to a 6%
dividend, payable semi-annually in (i) cash; (ii) at the Issuers option, in shares of the Series A Preferred Stock through the three-year anniversary of August 18, 2014, and from and after such anniversary in shares of Common Stock;
or (iii) a combination of cash and Series A Preferred Stock or shares of Common Stock.
