13D Filing: Horton Capital Partners, LLC and Creative Realities Inc. (CREX)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE
13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)

CREATIVE
REALITIES, INC.

(Name of Issuer)

Common Stock, Par Value $0.01 Per Share

(Title of Class of Securities)

22530J101

(CUSIP Number)

JOSEPH M. MANKO, JR.

HORTON CAPITAL MANAGEMENT, LLC.

1717 Arch Street, Suite 3920

Philadelphia, PA 19103

(215) 399 5402

(Name,
Address and Telephone Number of Person Authorized to Receive Notices and Communications)

January 1, 2016

(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(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 Rule 13d-7 for
other parties to whom copies are to be sent.

The 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).

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.

(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.

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.

The Reporting Persons were issued the following additional shares of Series A Preferred Stock as in kind payment
of dividends:

As of January 1, 2016, the Reporting
Persons no longer had the beneficial ownership of: (i) 1,500,000 shares of Series A Preferred Stock acquired in 2014, (ii) 125,832 shares of Series A Preferred Stock received as in kind dividends, and (iii) 2014 Warrants to purchase 1,875,000 shares
of Common Stock due to HCM no longer retaining investment discretion over these securities.

Pursuant to the Securities Purchase Agreement with the Issuer
dated as of December 28, 2015 (the December 2015 SPA), HCPF was issued (i) a Secured Convertible Promissory Note (the Note) in the principal amount of $150,000 which was initially convertible into 535,714 shares of
Common Stock at an initial conversion price of $0.28 per share; and (ii) a warrant to purchase 267,857 shares of Common Stock with an initial exercise price of $0.28 per share (2015 Warrant and together with shares of Series A
Preferred Stock, 2014 Warrants, the Note and shares of Common Stock, Issuer Securities). In a subsequent transaction on December 20, 2016, Slipstream Communications, LLC purchased the Secured Convertible Promissory Note and repaid
the outstanding amount on the Note.

In addition, during the period from September 24, 2014 until April 28, 2017, HCPF purchased 2,950,827
shares of Common Stock in open market transactions.

Issuer Securities were acquired with the working capital of the Reporting Persons in negotiated
transactions with the Issuer or in the open market, as described above.

The Issuer Securities were acquired based on the Reporting Persons belief
that the Issuer Securities, when acquired, were undervalued and represented an attractive investment opportunity. Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of
Issuer Securities at prices that would make the purchase or sale of Issuer Securities desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of shares of
Common Stock on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.

No
Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with
completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer Securities on a continuing basis. Depending on various factors including, without limitation, the Issuers
financial position and investment strategy, the price levels of the shares of Common Stock, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to
their investment in the Issuer as they deem appropriate including, without limitation, engaging in additional communications with management and the Board of the Issuer, engaging in discussions with stockholders of the Issuer and others about the
Issuer and the Reporting Persons investment, making proposals to the Issuer concerning changes to the capitalization, ownership structure, board structure (including board composition)

or operations of the Issuer, purchasing additional shares of Common Stock or other securities of the Issuer, selling some or all of their Issuer Securities, engaging in short selling of or any
hedging or similar transaction with respect to the shares of Common Stock, or changing their intention with respect to any and all matters referred to in Item 4.

Information set forth in Item 3 above is incorporated herein by reference.

The percentages used herein are calculated based upon 67,592,088
shares of Common Stock issued and outstanding as of April 28, 2017, pursuant to the Quarterly Report on Form 10-Q filed by the Issuer on May 15, 2017.

As of the close of business on May 30, 2017:

1. HCPF

(a) Amount beneficially owned: 7,178,372*

(b) Percent of class:
9.99%*

(c) Number of shares as to which the Reporting Person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power
to vote or direct the vote: 7,178,372*

(iii) Sole power to dispose or direct the disposition of: 0

(iv) Shared power to dispose or direct the disposition of: 7,178,372*

2. HCP

(a) Amount beneficially owned: 7,178,372*

(b) Percent of class: 9.99%*

(c) Number of shares as to which
the Reporting Person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 7,178,372*

(iii)
Sole power to dispose or direct the disposition of: 0

(iv) Shared power to dispose or direct the disposition of: 7,178,372*

3. HCM

(a) Amount beneficially owned: 7,178,372*

(b) Percent of class: 9.99%*

(c) Number of shares as to which
the Reporting Person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 7,178,372*

(iii)
Sole power to dispose or direct the disposition of: 0

(iv) Shared power to dispose or direct the disposition of: 7,178,372*

4. Mr. Manko

(a) Amount beneficially owned: 7,178,372*

(b) Percent of class: 9.99%*

(c) Number of shares as to
which the Reporting Person has:

(i) Sole power to vote or direct the vote: 0

(ii) Shared power to vote or direct the vote: 7,178,372*

(iii)
Sole power to dispose or direct the disposition of: 0

(iv) Shared power to dispose or direct the disposition of: 7,178,372*

In addition to 2,950,827 shares of Common Stock, as of the date of this Schedule 13D/A, the Reporting Persons beneficially owned: (i) 862,424 shares of Series
A Preferred Stock, including 112,424 shares of Series A Preferred Stock received as dividends, that are convertible into 3,382,055 shares of Common Stock; (ii) 2014 Warrants to purchase 937,500 shares of Common Stock; and (iii) 2015 Warrant to
purchase 267,857 shares of Common Stock.

However, the Series A Preferred Stock, the 2014 Warrants and 2015 Warrant contain a conversion cap that
precludes the holder thereof from converting the shares of Series A Preferred Stock into shares of Common Stock and exercising the 2014 Warrants and 2015 Warrant to the extent that the holder would, after such conversion or exercise, as applicable,
beneficially own (as determined in accordance with Section 13(d) of the Act) in excess of 4.99% (Beneficial Ownership Limitation) of the shares of Common Stock then outstanding. Upon at least 61 days prior notice to the Issuer, a
holder may increase or decrease the Beneficial Ownership Limitation, provided that the Beneficial Ownership Limitation in no event exceeds 9.99% of the number of shares of Common Stock outstanding upon the conversion of the Series A Preferred Stock
or the exercise of the 2014 Warrants or 2015 Warrant.

Therefore, excluded from the Reporting Persons beneficial ownership are 359,867 shares of
Common Stock issuable upon exercise of the 2014 Warrants, 2015 Warrant and conversion of the Series A Preferred Stock beneficially owned by the Reporting Persons, due to the Beneficial Ownership Limitation that precludes the holder thereof from
exercising the 2014 Warrants and 2015 Warrant or converting shares of Series A Preferred Stock to the extent that the holder would, after such exercise, beneficially own (as determined in accordance with Section 13(d) of the Act) in excess of 9.99%
of the shares of Common Stock then outstanding.

(c) Schedule A attached to this Schedule 13D/A and incorporated herein by reference lists all transaction
in the shares of Common Stock effected by the Reporting Persons during the past sixty days.

(d) No person other than the Reporting Persons is known to
have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the shares of Common Stock.

(e) Not
applicable.

HCPF entered into the August 2014 SPA and the December 2015 SPA described in Item 3 above. The description of the August 2014 SPA and December
2015 SPA and related Issuer Securities set forth in Items 3 and 5 is incorporated herein by this reference.

On May 30, 2017, the
Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D,

with respect to securities of the Issuer, to the extent required by applicable law. A copy of this agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between
the Reporting Persons and any other person, with respect to the securities of the Issuer.

99.1 Joint Filing Agreement by and among Horton Capital Partners
Fund, LP, Horton Capital Partners, LLC, Horton Capital Management, LLC and Joseph M. Manko, Jr, dated May 30, 2017.

99.2 Securities Purchase
Agreement dated as of August 18, 2014 between the Issuer and certain purchasers incorporated by reference to Exhibit 10.1 of Form 8-K filed by the Issuer on August 22, 2014.

99.3 Series A 6% Convertible Preferred Stock, Certificate of Designation of Preferences, Rights and Limitations incorporated by reference to Exhibit 3.1 of
Form 8-K filed by the Issuer on August 22, 2014.

99.4 Form of Warrant to Purchase Common Stock incorporated
by reference to Exhibit 10.2 of Form 8-K filed by the Issuer on August 22, 2014.

99.5 Securities Purchase
Agreement dated as of December 28, 2015 between the Issuer and certain purchasers incorporated by reference to Exhibit 10.16 of Form S-1 filed by the Issuer on February 11, 2016.

99.6 Form of Warrant to Purchase Common Stock incorporated by reference to Exhibit 10.18 of Form S-1 filed by the
Issuer on February 11, 2016.

99.7 Schedule A

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.

EXHIBIT INDEX