CREX on Nasdaq

CREATIVE REALITIES, INC.

CREATIVE REALITIES, INC. is an American computer integrated systems design services company, active since 2000.2 It is headquartered in Louisville, United States.2 Its shares trade on Nasdaq under the symbol CREX.2

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Last updated Oct 21, 2026.

Overview

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  • TickerCREX on Nasdaq2
  • IndustryServices-Computer Integrated Systems Design2
  • HeadquartersLouisville, United States2
  • Incorporated inMN3
  • Business address13100 Magisterial Drive, Suite 201, Louisville, Ky3
  • Filer categoryNon-accelerated filer, Smaller reporting company3
  • Legal formCorporation2
  • LEI5493009BPEB04TIQA2432
  • StatusActive2
  • LEI statusLapsed (not renewed)2
  • Registered addressc/o National Registered Agents, Inc., 1010 Dale Street North, 55117-5603 St. Paul, United States2
  • Registered withOffice of the Minnesota Secretary of State Business & Lien system, 11B-9742

The information in this Annual Report on Form 10-K (“Report”) contains various forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statements may be influenced by factors that could cause actual outcomes and results to be materially different from those projected. Forward-looking statements may include, but are not limited to, statements about:5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

44.9%Gross margin6
-15.5%Operating margin6
-14.5%Net margin6
12.5%Revenue growth, 20256
-38.5%Return on equity6
1.84×Debt to equity6
-$8.1MFree cash flow6

What sells

Revenue by product, business segment and region, as the company reports it to the SEC.

Products and services

Hardware brought in 37% of the revenue CREATIVE REALITIES, INC. broke down this way in fiscal 2025.

  1. Hardware$21.2M637%up 16% from 2024
  2. Managed Services$17.9M631%down 8% from 2024
  3. Digital Media Advertising$9.5M617%
  4. Installation Services$5.6M610%down 37% from 2024
  5. Other Services$2.9M65%down 28% from 2024
Products and services by year
Products and services20242025
Hardware$18.3M$21.2M
Managed Services$19.5M$17.9M
Digital Media Advertising$0$9.5M
Installation Services$9.0M$5.6M
Other Services$4.1M$2.9M

Regions

United States brought in 79% of the revenue CREATIVE REALITIES, INC. broke down this way in fiscal 2025.

  1. United States$45.3M679%down 11% from 2024
  2. Canada$11.9M621%
Regions by year
Regions20242025
United States$50.9M$45.3M
Canada$0$11.9M

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue55¢$31.5M
  • Other costs43¢$24.5M
  • Income tax2¢$1.2M

Out of $57.2M in revenue.6 The company lost money this year.

Financial statements

Revenue789106$57.2M in 2025+81% since 2019
0$20.0M$40.0M$60.0M2019: $31.6M$31.6M20192020: $17.5M$17.5M2020−45%2021: $18.4M$18.4M2021+6%2022: $43.4M$43.4M2022+135%2023: $45.2M$45.2M2023+4%2024: $50.9M$50.9M2024+13%2025: $57.2M$57.2M2025+13%
Gross profit78119106$25.7M in 2025+87% since 2019
0$10.0M$20.0M$30.0M2019: $13.7M$13.7M20192020: $8.1M$8.1M2020−41%2021: $8.4M$8.4M2021+3%2022: $17.7M$17.7M2022+112%2023: $22.2M$22.2M2023+25%2024: $24.0M$24.0M2024+8%2025: $25.7M$25.7M2025+7%
Operating income78119106-$8.9M in 2025+7960% since 2019
-$20.0M-$15.0M-$10.0M-$5.0M0$5.0M2019: -$110.0K-$110.0K20192020: -$16.1M-$16.1M2020+14520%2021: -$2.5M-$2.5M2021−84%2022: -$2.5M-$2.5M2022−3%2023: $1.3M$1.3M20232024: $938.0K$938.0K2024−30%2025: -$8.9M-$8.9M2025
Net income78119106-$8.3M in 2025
-$20.0M-$15.0M-$10.0M-$5.0M0$5.0M2019: $1.0M$1.0M20192020: -$16.8M-$16.8M20202021: $232.0K$232.0K20212022: $1.9M$1.9M2022+709%2023: -$2.9M-$2.9M20232024: -$3.5M-$3.5M2024+19%2025: -$8.3M-$8.3M2025+136%

Every line of the income statement as filed: the last 2 fiscal years, latest first.6

Period ending2025-12-312024-12-31
Total sales$57.2M$50.9M
Total cost of sales$31.5M$26.8M
Gross profit$25.7M$24.0M
Sales and marketing expenses$5.8M$6.0M
General and Administrative Expense$23.1M$17.1M
Loss on impairment of software asset$5.7M$0
Total operating expenses$34.6M$23.1M
Operating (loss) income-$8.9M$938.0K
Interest expense, including amortization of debt discount$2.5M$1.8M
Loss on change in fair value of contingent consideration$0$1.6M
Gain on settlement of contingent consideration-$4.8M$0
Loss on debt extinguishment$0$1.1M
Loss on debt modification$24.0K$0
Other expense (income), net$516.0K-$102.0K
Total other (income) expenses, net-$1.8M$4.3M
Loss before income taxes-$7.1M-$3.4M
Income tax expense-$1.2M-$106.0K
Net loss-$8.3M-$3.5M
Series A Redeemable Convertible Preferred Stock dividends-$232.0K$0
Net loss applicable to common stockholders-$8.5M-$3.5M
Basic and diluted loss per common share (in dollars per share)-$0.81-$0.34
Weighted average shares outstanding - basic and diluted (in shares)10.5M shares10.4M shares

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Corporate structure

CREATIVE REALITIES, INC. sits at the top of its group. 3 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of CREATIVE REALITIES, INC.

  • Mink Brook Asset Management LLC Filed SCHEDULE 13G/A on CREATIVE REALITIES, INC., latest Aug 10, 2026 (3 filings since Jan 8, 2026)
  • Richard C. Mills Filed SCHEDULE 13D/A on CREATIVE REALITIES, INC., latest Jul 2, 2026 (5 filings since Feb 15, 2024)
  • Laurence W. Lytton Filed SCHEDULE 13G/A on CREATIVE REALITIES, INC., latest May 15, 2026 (9 filings since Oct 23, 2024)
  • Slipstream Funding, LLC Filed SCHEDULE 13D/A on CREATIVE REALITIES, INC., latest Jan 7, 2026 (6 filings since Dec 16, 2022)
  • North Run Strategic Opportunities Fund I, LP Filed SCHEDULE 13D on CREATIVE REALITIES, INC., latest Nov 14, 2025
  • Pinnacle Family Office Investments L.P. Filed SC 13G/A on CREATIVE REALITIES, INC., latest Dec 27, 2023 (2 filings since Aug 28, 2023)
  • Kevin Michael Sheldon Filed SC 13D/A on CREATIVE REALITIES, INC., latest May 3, 2023 (2 filings since Apr 13, 2022)
  • CREATIVE REALITIES, INC. Louisville, Kentucky, United States
    • Cineplex Digital Media US, Inc. Subsidiary · Delaware, United States
    • Cineplex Digital Media, Inc. Subsidiary · Ontario, Canada

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What CREATIVE REALITIES, INC. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$3.6M6 Dec 31, 2025$571.0K6 Dec 31, 2024+527.8%
Accumulated depreciation$648.0K6 Dec 31, 2025$364.0K6 Dec 31, 2024+78.0%
Property and equipment, net$2.9M6 Dec 31, 2025$207.0K6 Dec 31, 2024+1318.8%
Finance-lease assets$22.7M6 Dec 31, 2025$114.0K6 Dec 31, 2024+19775.4%
Operating-lease assets (leased space)$2.1M6 Dec 31, 2025$787.0K6 Dec 31, 2024+169.0%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$1.6M6 Dec 31, 2025$1.0M6 Dec 31, 2024+50.3%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$53.3M6 Dec 31, 2025$26.5M6 Dec 31, 2024+101.4%
Finite-lived intangibles, gross$52.6M6 Dec 31, 2025$36.1M6 Dec 31, 2024+45.8%
Accumulated amortization$16.7M6 Dec 31, 2025$13.2M6 Dec 31, 2024+26.1%
Finite-lived intangibles, net$35.9M6 Dec 31, 2025$22.8M6 Dec 31, 2024+57.2%

Inventory

ItemLatestA year beforeChange
Inventory, total$7.4M6 Dec 31, 2025$2.0M6 Dec 31, 2024+271.9%
Raw materials$4.8M6 Dec 31, 2025$1.5M6 Dec 31, 2024+229.1%
Work in process$2.6M6 Dec 31, 2025$530.0K6 Dec 31, 2024+390.2%

Properties, in its own words

Our headquarters is located at 13100 Magisterial Drive, Suite 201, Louisville, KY 40223, where we lease approximately 19,000 square-feet of office space, including approximately 7,300 square-feet of warehouse space. We also lease office spaces in other locations as necessary to support our operations outside of Louisville. Our material leased facilities include approximately 4,500 square feet to support our Atlanta operations at a facility known as Northridge Center II, located at 365 Northridge Road, Atlanta, GA 30350, and 15,000 square feet to support our CDM operations at a facility located at 137-139 Northfield Drive West, Unit 1-3, Waterloo, Ontario N2L 5A6. We believe our current space is sufficient for our projected near-term future growth.

Our corporate phone number is (502) 791-8800.

Item 2 of the 10-K filed Apr 15, 2026.5

Leadership

Who has led CREATIVE REALITIES, INC., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (30)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Cineplex Digital Media US, Inc. Delaware4
  • Cineplex Digital Media, Inc. Ontario4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • WIRELESS RONIN TECHNOLOGIES INCMar 9, 2006 to Sep 17, 20143

Timeline

  1. Aug 13, 20268-K Results of operations56
  2. Jun 30, 20268-K Entered a material agreement; Regulation FD disclosure57
  3. Jun 29, 20268-K Regulation FD disclosure; Other events58
  4. May 15, 20268-K Results of operations59
  5. Apr 14, 20268-K Results of operations60
  6. Feb 18, 20268-K Entered a material agreement; Regulation FD disclosure61
  7. Jan 2, 20268-K Executive or director change; Shareholder vote62
  8. Dec 19, 20258-K Other events63
  9. Dec 4, 20258-K Executive or director change64
  10. Nov 19, 20258-K Executive or director change65
  11. Nov 12, 20258-K Entered a material agreement; Completed an acquisition or sale; Results of operations66
  12. Oct 17, 20258-K Regulation FD disclosure67
  13. Jan 7, 2019New chief executive Richard C. Mills becomes CEO15
  14. Mar 24, 2011New chief executive Scott W. Koller becomes CEO16
  15. Dec 18, 2008New chief executive James C. Granger becomes CEO18
  16. Oct 21, 2008New chief executive Stephen Birke becomes CEO17
  17. Nov 27, 2006New chief executive Jeffrey C. Mack becomes CEO19
  18. Mar 23, 2000Founded CREATIVE REALITIES, INC. is founded2

Calendar

Coming up

  1. Nov 11, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($0.32) a share, on Nov 12, 2025.68

When it reported results

  1. Aug 13, 2026Reported quarterly or annual results56
  2. May 15, 2026Reported quarterly or annual results59
  3. Apr 14, 2026Reported quarterly or annual results60
  4. Nov 12, 2025Reported quarterly or annual results66
  5. Aug 13, 2025Reported quarterly or annual results69
  6. May 14, 2025Reported quarterly or annual results70
  7. May 15, 2023Reported quarterly or annual results71
  8. Mar 30, 2023Reported quarterly or annual results72

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

205 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 54 major events, 50 insider forms, 28 large holders, 1 private raises, 51 other. The latest 20:

  1. Aug 14, 202610-Q EDGAR
  2. Aug 13, 20268-K EDGAR
  3. Aug 10, 2026SCHEDULE 13G/A EDGAR
  4. Jul 2, 20264 EDGAR
  5. Jul 2, 20264 EDGAR
  6. Jul 2, 2026SCHEDULE 13D/A EDGAR
  7. Jun 30, 20268-K EDGAR
  8. Jun 30, 2026424B5 EDGAR
  9. Jun 29, 20268-K EDGAR
  10. Jun 29, 2026424B5 EDGAR
  11. Jun 18, 2026424B3 EDGAR
  12. Jun 16, 2026EFFECT EDGAR
  13. Jun 11, 2026CORRESP EDGAR
  14. Jun 10, 2026UPLOAD EDGAR
  15. Jun 4, 2026S-3 EDGAR
  16. May 15, 202610-Q EDGAR
  17. May 15, 20268-K EDGAR
  18. May 15, 2026SCHEDULE 13G/A EDGAR
  19. Apr 15, 20264 EDGAR
  20. Apr 15, 20264 EDGAR

The 205 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

18 open-market trades by officers, directors and large owners since October 2021: 14 buys and 4 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Jun 30, 2026MILLS RICHARD CChief Executive OfficerBuy200,000$3.50$700.0KForm 4
Jun 30, 2026Koshewa Tamra LChief Financial OfficerBuy28,571$3.50$100.0KForm 4
Jan 6, 2026PEGASUS CAPITAL LLC10% ownerSale1,425,485$2.52$3.6MForm 4
Jun 2, 2025MILLS RICHARD CChief Executive OfficerBuy16,000$3.26$52.2KForm 4
Jan 23, 2024LYTTON LAURENCE W10% ownerSale5,400$2.96$16.0KForm 4
Jan 22, 2024LYTTON LAURENCE W10% ownerSale4,800$2.81$13.5KForm 4
Jan 18, 2024LYTTON LAURENCE W10% ownerSale4,600$2.67$12.3KForm 4
Dec 12, 2023LYTTON LAURENCE W10% ownerBuy10,000$1.90$19.0KForm 4
Dec 8, 2023LYTTON LAURENCE W10% ownerBuy1,000$1.96$2.0KForm 4
Aug 21, 2023Logan William Lindsey IVChief Financial OfficerBuy12,500$2.00$25.0KForm 4
Aug 21, 2023MILLS RICHARD CChief Executive OfficerBuy50,000$2.00$100.0KForm 4
Aug 23, 2022MILLS RICHARD CChief Executive OfficerBuy15,000$0.64$9.6KForm 4
Aug 22, 2022MILLS RICHARD CChief Executive OfficerBuy25,875$0.62$16.0KForm 4
Aug 19, 2022HARRIS DONALD ADirectorBuy50,000$0.64$32.0KForm 4
May 19, 2022HARRIS DONALD ADirectorBuy91,305$0.70$63.9KForm 4
Mar 30, 2022Nesbit StephenDirectorBuy86,000$0.86$73.9KForm 4
Mar 30, 2022Nesbit StephenDirectorBuy171,800$0.86$147.7KForm 4
Mar 25, 2022HARRIS DONALD ADirectorBuy75,400$0.86$64.8KForm 4

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2024Richard Mills68$450.0K80
2024Will Logan$350.0K$400.0K80
2023Chief Executive Officer and Director$450.0K80
2023Chief Financial Officer$350.0K80

Funding

Where the company's money came from, by calendar year: private offerings filed with the SEC, federal grants, loans, contracts and other assistance from USAspending.gov, and PPP loans from the SBA. Each bar links to the records below.

Money received by year$31.6M 2020–2025
Money received by yearMoney received by year, 2020–2025: $31.6M in all. Private raises (Form D) $30.0M; PPP loans $1.6M.$0$10M$20M$30M2020 · PPP loans: $1.6M2020202220242025 · Private raises (Form D): $30.0M2025
Figures by year
YearPrivate raises (Form D)PPP loansTotal
2025$30.0M–$30.0M
2020–$1.6M$1.6M

Private raises

Private offerings the company reported to the SEC on Form D. The amount is what the latest filing says was sold so far, charted in the year of the first sale. Covers filings since Oct 1, 2021.

  1. Nov 6, 2025Raised $30 million in a private offering of equity81 Form D: 2 investors so far Form D

PPP loans

Paycheck Protection Program loans of $150,000 and up, approved April 2020 to July 2021, from the SBA82. Matched to this company by name and state.

  1. Apr 14, 2020$1.6M PPP loan (first draw) from Old National Bank82To CREATIVE REALITIES, INC., Louisville KY; $1.6M forgiven Jan 11, 2021

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 36. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
Mink Brook Asset Management LLC1,166,954$4.8M2.1%+403,575
Cerity Partners LLC331,926$1.4M0.0%No change
Perkins Capital Management Inc300,050$1.2M0.9%New
Vanguard Capital Management LLC284,981$1.2M0.0%+29,435
Union Square Park Capital Management, LLC253,363$1.0M0.8%New
AWM Investment Company, Inc.200,000$826.0K0.1%New
MYDA Advisors LLC200,000$826.0K0.2%New
North Star Investment Management Corp.160,000$660.8K0.0%No change
Prospera Financial Services Inc133,176$550.0K0.0%No change
Raymond James Financial Inc110,432$456.1K0.0%No change
Geode Capital Management, LLC78,267$323.3K0.0%−7,134
Advisory Services Network, LLC70,000$289.1K0.0%−10,000
Renaissance Technologies LLC68,803$284.2K0.0%+301
Rothschild Wealth LLC64,300$265.6K0.0%−600
Sargent Investment Group, LLC56,650$234.0K0.0%+250
Worth Venture Partners, LLC51,720$213.6K1.1%+23,100
Vanguard Fiduciary Trust Co49,114$202.8K0.0%+327
Citadel Advisors LLC41,642$172.0K0.0%−32,237
Dimensional Fund Advisors LP38,766$160.1K0.0%−16,124
BlackRock, Inc.32,213$133.0K0.0%New
Morgan Stanley29,000$119.8K0.0%+17,000
Goldman Sachs Group Inc22,223$91.8K0.0%−24,756
Northern Trust Corp20,484$84.6K0.0%+5,405
Commonwealth Equity Services, LLC15,000$62.0K0.0%No change
State Street Corp11,107$45.9K0.0%No change

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How CREATIVE REALITIES, INC. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCREATIVE REALITIES, INC.1
  • CIK0001356093
  • Employer ID (EIN)41-19679185
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inMinnesota5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7373 Services-Computer Integrated Systems Design1
  • SEC reviewing officeOffice of Technology, Division of Corporation Finance1
  • Business address13100 Magisterial Drive, Suite 201, Louisville, KY1
  • Phone502-791-88001
  • Shares outstanding13,526,506 as of Aug 11, 202613
  • Public float$28.5M as of Jun 30, 20255
  • AuditorGRANT THORNTON LLP, Cincinnati, Ohio PCAOB ID 248; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMar 9, 20061
  • Filings992 in all: 4 (265), 8-K (224), 10-Q (56), 3 (44), CORRESP (36), SC 13G/A (32), 424B3 (30), UPLOAD (27)1
    All 66 form types

    EFFECT (21), SC 13G (19), 10-K (18), DEF 14A (17), SC 13D/A (17), 424B5 (14), 3/A (11), 8-K/A (11), S-3 (11), 4/A (10), S-8 (9), D (8), S-1/A (8), SB-2/A (7), ARS (6), SC 13D (6), SCHEDULE 13G/A (6), NT 10-Q (5), REGDEX (5), 5 (4), PRE 14A (4), SCHEDULE 13D/A (4), 10QSB (3), FWP (3), NT 10-K (3), S-1 (3), S-4/A (3), SB-2 (3), 10-Q/A (2), 10KSB (2), 25-NSE (2), 424B4 (2), 8-A12B (2), DEFA14A (2), POS AM (2), S-4 (2), SCHEDULE 13G (2), 10-K/A (1), 11-K (1), 424A (1), 424B1 (1), 424B2 (1), 424B7 (1), 5/A (1), 8-A12B/A (1), CERT (1), CERTNAS (1), CT ORDER (1), D/A (1), DEF 14C (1), PRE 14C (1), PRER14C (1), REGDEX/A (1), S-3/A (1), S-4MEF (1), S-8 POS (1), SB-2MEF (1), SCHEDULE 13D (1)

  • Latest filingsAnnual report (10-K) Apr 15, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Dec 3, 2025
    Latest 8-K (8-K) Aug 13, 2026

Securities registered for trading

ClassSymbolExchange
Common Stock, par value $0.01 per shareCREXNasdaq

From the cover page of the 10-K filed Apr 15, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks CREATIVE REALITIES, INC. names in Item 1A of its 10-K filed Apr 15, 2026: 48 risks under these headings, as written.5

  • Our business involves a high degree of risk. In evaluating our business, you should carefully consider the specific risks described below, and any risks described in our other filings with the Securities and Exchange Commission (the “SEC”), pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act. Any of the risks we describe below or in our other filings with the SEC could cause our business, financial condition, results of operations or future prospects to be materially adversely affected. In addition, some of these risks contain forward-looking statements.
  • RISKS RELATED TO OUR BUSINESS AND OUR INDUSTRY
  • We have generally incurred losses, and may never become or remain profitable.
  • Our digital marketing business is evolving in a rapidly changing market, and we cannot ensure the long-term successful operation of our business or the execution of our business plan.
  • Our success and longevity depend on our ability to generate profits from future operations and obtain sufficient capital through financing transactions to satisfy our debt obligations and meet our other business obligations.
  • Adequate funds for our operations may not be available, requiring us to raise additional financing or else curtail our activities significantly.
  • We do not have sufficient capital to engage in material research and development, which may harm our long-term growth.
  • The variable sales cycle of some of our products make it difficult to predict operating results.
  • There has been, and we expect that there will continue to be, significant consolidation in our industry. Inability to either lead or remain active participants in that consolidation may have a severe adverse impact on our access to financing, customers, technology, and human resources.
  • We may not realize the growth opportunities that are anticipated from our acquisition of CDM.
  • The CDM acquisition may fail to achieve beneficial synergies.
  • The assumption of unknown liabilities in the CDM acquisition may harm our financial condition and results of operations.
The other 37 risks
  • We have incurred and will continue to incur significant transaction and integration costs in connection with our acquisition of CDM.
  • Unpredictability in financing markets could impair our ability to grow our business through acquisitions.
  • Our success depends on our interactive marketing technologies achieving and maintaining widespread acceptance in our targeted markets.
  • Our financial condition and potential for continued net losses may negatively impact our relationships with customers, prospective customers and third-party suppliers.
  • Because we do not have long-term purchase commitments from our customers, the failure to obtain anticipated orders or the deferral or cancellation of commitments could have adverse effects on our business.
  • Our continued growth and financial performance could be adversely affected by the loss of several key customers.
  • Most of our contracts are terminable by our customers with limited notice and without penalty payments, and terminations could have a material adverse effect on our business, financial condition, and results of operations.
  • It is common for our current and prospective customers to evaluate our products over an extended period of time, most especially during economic downturns that affect our customers’ businesses, as we saw during the COVID-19 pandemic. The lengthy and variable sales cycle makes it difficult to predict our operating results.
  • Our industry is characterized by frequent technological change. If we are unable to adapt our products and services and develop new products and services to keep up with these rapid changes, we will not be able to obtain, or maintain, market share.
  • We operate in an intensely competitive industry, and our competitors are developing products and solutions that incorporate AI and ML. We may not be as successful as our competitors in incorporating AI and ML into our products and solutions.
  • Issues relating to the use of new and evolving technologies in our offerings, such as AI and ML, may result in increased regulation and costs to comply with such regulations.
  • We use developed and licensed software technology, and we could face claims of infringement by others in the industry. Such claims are costly and add uncertainty to our operational results.
  • Our proprietary platform architectures and data tracking technology underlying certain of our services are complex and may contain unknown errors in design or implementation that could result in system performance failures or inability to scale.
  • Our business may be adversely affected by malicious applications that interfere with, or exploit security flaws in, our products and services.
  • We compete with other companies that have more resources, which puts us at a competitive disadvantage.
  • Our future success depends on retaining key personnel and our ability to attract and retain additional personnel.
  • We are subject to cyber security risks and interruptions or failures in our information technology systems and those of third party partners with whom our applications are integrated, and will likely need to expend additional resources to enhance our protection from such risks. Notwithstanding our efforts, a cyber incident could occur and result in information theft, data corruption, operational disruption, and/or financial loss.
  • Our reliance on information management and transaction systems to operate our business exposes us to cyber incidents and hacking of our sensitive information if our outsourced service provider experiences a security breach.
  • Because our technology, products, platform, and services are complex and are deployed in and across complex environments, they may have errors or defects that could seriously harm our business.
  • We may have insufficient network or server capacity, which could result in interruptions in our services and loss of revenues.
  • Our business operations are susceptible to interruptions caused by events beyond our control.
  • Corporate social responsibility, specifically related to ESG, may impose additional costs and expose us to new risks.
  • Our competitors are constantly evolving, and we may be unable to compete successfully against existing or future competitors to our business.
  • Our Canadian operations through CDM subject us to a complex and evolving framework of Canadian federal and provincial regulatory requirements, including data privacy, accessibility, French-language, and artificial intelligence laws, non-compliance with which could increase our costs, expose us to penalties, and adversely affect our business.
  • Fluctuations in the exchange rate between the U.S. dollar and the Canadian dollar could adversely affect our financial results.
  • RISKS RELATED TO OUR SECURITIES AND OUR COMPANY
  • Our Articles of Incorporation grant our Board of Directors the power to issue additional shares of common and preferred stock and to designate other classes of preferred stock, all without shareholder approval.
  • Because we will not declare cash dividends on our common stock in the foreseeable future, stockholders must rely on appreciation of the value of our common stock for any return on their investment.
  • We do not have significant tangible assets that could be sold upon liquidation.
  • We can provide no assurance that our securities will continue to meet Nasdaq listing requirements. If we fail to comply with the continuing listing standards of the Nasdaq, our securities could be delisted.
  • Sales of a substantial number of shares of our common stock in the public market by certain of our shareholders could cause our stock price to fall.
  • There may not be an active market for shares of our common stock.
  • We have issued shares of convertible preferred stock with terms that could dilute the voting power or reduce the value of our common stock.
  • Our preferred shareholders possess significant voting power, which will limit your influence on our management and affairs, and may discourage parties from initiating potential merger, takeover or other change-of-control transactions.
  • GENERAL RISK FACTORS
  • Because of our limited internal resources, we may not have in place various processes and protections common to more mature companies and may be more susceptible to adverse events.
  • Geopolitical conflicts, including the current conflicts involving Iran, Israel and the United States, as well as terrorism and other global security threats, could adversely affect our business, financial condition and results of operations.
  • High inflation and unfavorable economic conditions could negatively affect our business, financial condition and results of operations.
  • Changes in trade policy, tariff and import/export regulations may have a material adverse effect on our business, financial condition and results of operations.

Legal proceedings

The Company is not party to any material legal proceedings, other than ordinary routine litigation incidental to its business.

The opening of Item 3, Legal Proceedings.5

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