SEC Comment Letter for CREATIVE REALITIES, INC. (CREX) (CIK 0001356093) (CREX) — Jul 16, 2018
CREATIVE REALITIES, INC. (CREX) (CIK 0001356093)
Date: July 16, 2018 · CIK: 0001356093 · Accession: 0000000000-18-021783
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File numbers found in text: 333-225876
Letter
July 16, 2018 Richard Mills Chief Executive Officer Creative Realities, Inc. 13100 Magisterial Drive, Suite 100 Louisville, KY 40223 Re:Creative Realities, Inc. Registration Statement on Form S-1 Filed June 25, 2018 File No. 333-225876 Dear Mr. Mills: We have limited our review of your registration statement to those issues we have addressed in our comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Form S-1 Security Ownership of Certain Beneficial Owners and Management, page 39 1.Please identify the natural person or persons who directly or indirectly exercise sole or shared voting and/or dispositive power with respect to the shares beneficially owned by Slipstream Funding, LLC, Slipstream Communications, LLC and Horton Capital Partners Fund, L.P., or tell us why you do not believe this disclosure is required. See Item 507 of Regulation S-K. For additional guidance, refer to Question 140.02 of Regulation S-K Compliance and Disclosure Interpretations.
FirstName LastNameRichard Mills Comapany NameCreative Realities, Inc. July 16, 2018 Page 2 FirstName LastName Richard Mills Creative Realities, Inc. July 16, 2018 Page 2 General 2.Please disclose your related party transactions pursuant to Item 404 of Regulation S-K. In this regard, you state on page 8 that you have a "significant related party customer." We also note that your principal shareholder is affiliated with David Bell, a director of the company. We remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Michael Foland, Attorney-Advisor, at (202) 551-6711 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other questions. Division of Corporation Finance Office of Information Technologies and Services cc: Paul Chestovich
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July 16, 2018
Richard Mills
Chief Executive Officer
Creative Realities, Inc.
13100 Magisterial Drive, Suite 100
Louisville, KY 40223
Re:Creative Realities, Inc.
Registration Statement on Form S-1
Filed June 25, 2018
File No. 333-225876
Dear Mr. Mills:
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form S-1
Security Ownership of Certain Beneficial Owners and Management, page 39
1.Please identify the natural person or persons who directly or indirectly exercise sole or
shared voting and/or dispositive power with respect to the shares beneficially owned by
Slipstream Funding, LLC, Slipstream Communications, LLC and Horton Capital Partners
Fund, L.P., or tell us why you do not believe this disclosure is required. See Item 507 of
Regulation S-K. For additional guidance, refer to Question 140.02 of Regulation S-K
Compliance and Disclosure Interpretations.
FirstName LastNameRichard Mills
Comapany NameCreative Realities, Inc.
July 16, 2018 Page 2
FirstName LastName
Richard Mills
Creative Realities, Inc.
July 16, 2018
Page 2
General
2.Please disclose your related party transactions pursuant to Item 404 of Regulation S-K. In
this regard, you state on page 8 that you have a "significant related party customer."
We also note that your principal shareholder is affiliated with David Bell, a director of the
company.
We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Michael Foland, Attorney-Advisor, at (202) 551-6711 or Jan Woo,
Legal Branch Chief, at (202) 551-3453 with any other questions.
Division of Corporation Finance
Office of Information Technologies
and Services
cc: Paul Chestovich