CREATIVE REALITIES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

(in thousands)

CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS’** EQUITY**

(in thousands, except shares)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(in thousands, except share and per share amounts)

(unaudited)

NOTE1: NATURE OF ORGANIZATION AND OPERATIONS

Unless the context otherwise indicates, references in these Notes to the accompanying consolidated financial statements to“we,”* “us,” “our” and*“the Company”* refer to Creative Realities, Inc. and its subsidiaries.*

Nature of the Company’s Business

Creative Realities, Inc. is a Minnesota corporation that provides innovative digital marketing technology and solutions to retail companies, individual retail brands, enterprises and organizations throughout the United States and in certain international markets. The Company has expertise in a broad range of existing and emerging digital marketing technologies, as well as the related media management and distribution software platforms and networks, device management, product management, customized software service layers, systems, experiences, workflows, and integrated solutions. Our technology and solutions include digital merchandising systems and omni-channel customer engagement systems, interactive digital shopping assistants, advisors and kiosks, and other interactive marketing technologies such as mobile, social media, point-of-sale transactions, beaconing and web-based media that enable our customers to transform how they engage with consumers. We have expertise in a broad range of existing and emerging digital marketing technologies, as well as the following related aspects of our business: content, network management, and connected device software and firmware platforms; customized software service layers; hardware platforms; digital media workflows; and proprietary processes and automation tools.

Our main operations are conducted directly through Creative Realities, Inc., and under our wholly owned subsidiaries, Cineplex Digital Media Inc., a Canadian corporation (“CDMI”), and Cineplex Digital Media U.S. Inc., a Delaware corporation (“CDMUS”).

Liquidity and Financial Condition; Going Concern

In accordance with Accounting Standards Update (“ASU”)No. 2014-15, Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern (Subtopic205-40) (“ASU205-40”), the Company has evaluated whether there are certain conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern withinone year after the date that the condensed consolidated financial statements are issued.

On* November 6, 2025,the Company completed a refinancing of its senior debt facilities, and on November 7, 2025,the Company completed the acquisition of DDC Group International, Inc., and related financing arrangements. Management believes these actions are likely to significantly improve the Company’s liquidity, scale, and overall financial condition. Its ability to generate positive net income and cash flows from operations is reliant on the successful integration and operation of this newly acquired business and therefore the financial impacts of this acquisition werenot* fully known at the time of the Company's going concern assessment. Management believes the completion of these transactions and the planned integration and operating plan for the newly acquired business with expected realization of synergies present the opportunity to prospectively eliminate the conditions giving rise to substantial doubt regarding the Company’s ability to continue as a going concern in future periods. However, there can beno assurance that these efforts will be successful.

As of* March 31, 2026,the Company has an accumulated deficit of $72,591 and negative working capital of $9,528. For thethree* months ended* March 31, 2026,*the Company generated a net loss of $7,461 and used net cash in operations of $1,723. The Company remains dependent on improving cash flows from operations, securing additional sources of liquidity, or both, to fund ongoing operations to meet our financial obligations, including our debt obligations under our current Credit Agreement.

These conditions raise substantial doubt about the Company’s ability to continue as a going concern for at leasttwelve months after the issuance date of these condensed consolidated financial statements.

The condensed consolidated financial statements donot include any adjustments relating to the recoverability and classification of recorded asset amounts, or the amounts and classification of liabilities that might result from the outcome of this uncertainty.

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NOTE2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Since the Annual Report for the year ended* December 31, 2025,there have beenno* material changes to the Company’s significant accounting policies, except as disclosed in this note.

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form10-Q and Article8 of Regulation S-X. Accordingly, they donot include all of the information and disclosures required by U.S. GAAP for complete financial statements. In the opinion of management, such statements include all adjustments (consisting only of normal recurring items) which are considered necessary for a fair presentation of the condensed consolidated financial statements of the Company as of* March 31, 2026and for thethree* months then ended. The results of operations for thethree months ended* March 31, 2026arenot* necessarily indicative of the operating results for the full year ending* December 31, 2026*or any other period.

These unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company and related footnotes for the year ended* December 31, 2025,included in the Company’s Annual Report on Form10*-K filed with the Securities and Exchange Commission on* April 15, 2026.*

2. Recently Issued and Adopted Accounting Pronouncements

In* July 2025,the FASB issued ASU2025*-05, Financial Instruments—Credit Losses (Topic326): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The amendments introduce a practical expedient that permits entities to assume current conditions as of the balance sheet date donot change for the remaining life of current accounts receivable and current contract assets within the scope of ASC606 when developing reasonable and supportable forecasts of expected credit losses, thereby removing the requirement to incorporate macroeconomic forecasts for those assets. The ASU also provides an accounting policy election to consider post-balance-sheet collection activity in estimating expected credit losses; this election is available only to entities other than public business entities and is thereforenot available to the Company. The amendments are effective for annual reporting periods beginning after* December 15, 2025,and interim periods within those annual periods, with early adoption permitted. The Company adopted this standard on January 1, 2026.The adoption of ASU2025*-05 didnot have a material impact on its condensed consolidated financial statements and related disclosures.

In* April 2026,the FASB issued ASU2026*-01, Equity (Topic505): Initial Measurement of Paid-in-Kind Dividends on Equity-Classified Preferred Stock. The amendments in this update require entities to initially measure paid-in-kind ("PIK") dividends on equity-classified preferred stock using the PIK dividend rate stated in the preferred stock agreement, rather than at fair value. The ASU is effective for annual periods beginning after* December 15, 2026,including interim periods within those fiscal years, with early adoption permitted. The Company is currently evaluating the impact of ASU2026*-01 on its condensed consolidated financial statements and related disclosures.

3. Cash Concentrations

Cash consists of cash on deposit in financial institutions in both the United States and Canada. The Company doesnot hold any investments that qualify as cash equivalents as of* March 31, 2026or December 31, 2025.Balances mayexceed the Federal Deposit Insurance Corporation ("FDIC") limit of$250* USD in the United States and* mayexceed the Canada Deposit Insurance Corporation ("CDIC") limit of$100* CAD in Canada. As of* March 31, 2026and December 31, 2025,the Company didnot* have USD cash in excess of FDIC insurance limits. As of* March 31, 2026and December 31, 2025,the Company had CAD cash in excess of CDIC insurance limits of $1,925 and $1,037, respectively. The Company doesnot* believe the balances present a material credit risk, as the cash is held with reputable financial institutions and the Company has never experienced any losses related to these balances, althoughno assurance can be provided that it willnot experience any losses in the future.

4. Revenue Recognition

We recognize revenue in accordance with Accounting Standards Codification (“ASC606”),Revenue from Contracts with Customers, applying thefive-step model. The Company evaluates each customer contract to identify the distinct performance obligations promised therein. A performance obligation is considered distinct if the customer can benefit from the good or service on its own or together with other resources that are readily available, and if the Company's promise to transfer the good or service is separately identifiable from other promises in the contract. If an individual promised good or service isnot distinct from another promised good or service, the Company combines those promised goods or services into a single combined performance obligation. The total contract transaction price is allocated to the identified distinct performance obligations based upon the relative standalone selling prices of the performance obligations. The standalone selling price is based on an observable price for services sold to other comparable customers, when available, or an estimated selling price using a cost plus margin approach. For contracts whenone or more performance obligations have observable standalone selling prices, the residual approach is applied to determine the allocation for highly variable components, including SaaS and support pricing, which both vary based on engagement size.

The Company estimates the amount of total contract consideration it expects to receive for variable arrangements by determining the most likely amount it expects to earn from the arrangement based on the expected quantities of services it expects to provide and the contractual pricing based on those quantities. The Company only includes some or a portion of variable consideration in the transaction price when it is probable that a significant reversal in the amount of cumulative revenue recognized willnot occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company considers the sensitivity of the estimate, its relationship and experience with the customer and variable services being performed, the range of possible revenue amounts and the magnitude of the variable consideration to the overall arrangement. The Company receives variable consideration in very few instances. The Company generally doesnot accept returns or provide refunds related to its customer contracts.

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Revenue is recognized when a customer obtains control of promised goods or services under the terms of a contract and is measured as the amount of consideration the Company expects to receive in exchange for transferring goods or providing services. The Company has very few contracts with material extended payment terms as payment is typically due at or shortly after the time of the sale, typically ranging betweenthirty andninety days. In those instances where the Company offers material extended payment terms (most commonly in multi-year arrangements), the Company determines whether a significant financing component exists. Where the Company acts as an agent to a transaction on behalf of its customers (primarily for the sale of extended warranties that are performed by the equipment manufacturer), the Company recognizes revenue on a net basis. Observable prices are used to determine the standalone selling price of separate performance obligations or a cost plus margin approach whenone isnot available. Sales, value-added and other taxes collected concurrently with revenue producing activities are excluded from revenue.

A contract liability is recognized as deferred revenue when the Company invoices customers in advance of performing the related services under the terms of a contract. Deferred revenue is recognized as revenue when or as the Company satisfies the related performance obligation.

The Company uses the practical expedient for recording an immediate expense for incremental costs of obtaining contracts, including certain design/engineering services, commissions, incentives and payroll taxes, as these incremental and recoverable costs have terms that donot exceedone year.

5. Allowance for Credit Losses

The allowance for credit losses is the Company's best estimate of the amount of expected lifetime credit losses in the Company's accounts receivable. The Company regularly reviews the adequacy of its allowance for credit losses. The Company estimates losses over the contractual life using assumptions to capture the risk of loss, even if remote, based principally on how long a receivable has been outstanding. Account balances are charged off against the allowance for credit losses after all reasonable means of collection have been exhausted and the potential for recovery is considered remote. Other factors considered include historical write-off experience, current economic conditions, customer credit, and past transaction history with the customer. The allowance for credit losses is included in accounts receivable, net in the accompanying condensed consolidated balance sheets.

The Company had the following activity for its allowance for credit losses for thethree months ended* March 31, 2026and2025:*

6. Inventories

Inventories are stated at the lower of cost or net realizable value, determined by thefirst-in,first-out (FIFO) method, and consist of the following:

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7. Basic and Diluted Net (Loss) Income per Common Share

The Company’s net (loss) income per common share is calculated using thetwo-class method in accordance with ASC Topic260, Earnings Per Share. Thetwo-class method allocates net income between common stockholders and holders of participating securities. The Company’s Series A Convertible Preferred Stock are deemed to be participating securities due to their rights to participate in dividends with common stock. However, thetwo-class method hasno impact on the calculation of net loss per common share during periods when the Company has a net loss, because the holders of participating securities arenot required to absorb losses.

Basic net (loss) income per common share is computed by dividing net (loss) income attributable to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net (loss) income per common share is computed by dividing net (loss) income attributable to common stockholders by the weighted average number of common shares outstanding, plus the number of additional common shares that would have been outstanding if the potential common shares had been issued (computed using the more dilutive of the treasury stock or the if converted method, as applicable, and thetwo-class method).

Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling 6,634,533 and 30,000 shares of the Series A Preferred Stock, convertible into 10,000,000 shares of common stock as of* March 31, 2026were excluded from the computation of diluted net loss per common share for thethree* months ended* March 31, 2026as the Company was in a net loss position and their inclusion would have been anti-dilutive. Shares reserved for outstanding stock options, including stock options with performance restricted vesting, and warrants totaling 6,913,928 at March 31, 2025were excluded from the computation of diluted net income per common share for thethree* months ended* March 31, 2025*as the strike price on the options and warrants were higher than the Company’s average market price of its common stock during the period and therefore anti-dilutive.

8. Foreign Currency Translation

The functional currency of the Company's Canadian subsidiaries is the Canadian dollar. The financial statements of these subsidiaries are translated into U.S. dollars in accordance with ASC830, Foreign Currency Matters. Assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rates in effect at the balance sheet date. Revenue and expense accounts are translated at the average exchange rates during the period. The resulting translation adjustments are recorded as a component of accumulated other comprehensive income (loss) within shareholders' equity. Gains and losses arising from foreign currency transactions are included in other expense (income), net in the condensed consolidated statements of operations.

9. Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. Our significant estimates include: the fair value of assets acquired and liabilities assumed in business combinations, including identifiable intangible assets; allowance for credit losses; valuation allowances related to deferred tax assets, including the realizability of acquired Canadian deferred tax assets; assumptions and estimates used to evaluate the recoverability of goodwill and other intangible assets and the related amortization methods and periods; the incremental borrowing rate used to measure right-of-use assets and lease liabilities; the fair value of stock-based compensation awards; and the assessment of the Company's ability to continue as a going concern, including projected cash flows and available liquidity. Actual results could differ from those estimates.

10. Reclassifications

Certain prior year amounts in the condensed consolidated financial statements and accompanying notes have been reclassified to conform to the current year presentation. These reclassifications hadno effect on previously reported net loss, total assets, total liabilities, shareholders’ equity, or cash flows from operations. Management has evaluated these reclassifications and determined that they arenot material, individually or in the aggregate, to the condensed consolidated financial statements taken as a whole.

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NOTE3: REVENUE RECOGNITION

The Company applies ASC606, Revenue from Contracts with Customers, for revenue recognition. The table below disaggregates the Company’s revenue by major source as follows:

The following table presents the activities in deferred revenue for thethree months ended* March 31, 2026:*

There wereno significant revenues recognized during thethree months ended* March 31, 2026and2025* from performance obligations that were satisfied (or partially satisfied) in prior periods as a result of contract price changes, changes in estimates or variable consideration true-ups.

As of* March 31, 2026,*the aggregate amount of the transaction price allocated to remaining performance obligations (i.e., unsatisfied or partially unsatisfied performance obligations) was $10,362. The following table presents the expected timing of recognition of that amount:

The remaining performance obligations in the table above primarily consist of non-cancellable multi-year SaaS and maintenance agreements, under which the Company recognizes SaaS and maintenance revenue ratably over the contract term. The Company has elected the optional exemption under ASC606-10-50-14 and doesnot disclose information about remaining performance obligations for contracts with an original expected duration ofone year or less, which primarily consist of short-term digital media advertising contracts, month-to-month support agreements, media revenue, and transactional arrangements (e.g., hardware and installation, software design and development, content creation).

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NOTE4: BUSINESS COMBINATION

On* November 7, 2025,the Company completed the acquisition of DDC Group International, Inc. (“DDC”), the parent of Cineplex Digital Media Inc. and Cineplex Digital Media U.S. Inc. (collectively, “CDM”), from Cineplex Entertainment Limited Partnership for cash consideration of approximately CAD $60,263 (approximately USD $42,761). The acquisition was accounted for as a business combination under ASC805,* with* November 7, 2025as the acquisition date. The Company’s preliminary purchase price allocation, including the related deferred tax assets and liabilities, remains subject to change during theone*-year measurement period in accordance with ASC805-10-25-13 through25-19, which extends through* November 6, 2026.The initial accounting for the CDM acquisition is incomplete as of March 31, 2026*because the Company is continuing to obtain and evaluate information about facts and circumstances that existed as of the acquisition date. The items for which the initial accounting remains incomplete include the valuation of acquired identifiable intangible assets, the assessment of acquired deferred tax assets and liabilities, the resolution of post-closing working capital adjustments, and the resulting goodwill.

During thethree months ended* March 31, 2026,the Company recorded measurement period adjustments to the preliminary purchase price allocation related to the acquired net deferred tax liability. At the acquisition date, certain amounts in the preliminary purchase price allocation, including the acquired net deferred tax liability, were recorded on a provisional basis pending the receipt of additional information. During thefirst* quarter of2026, the Company obtained additional information about facts and circumstances that existed as of the acquisition date, which resulted in a measurement period adjustment that decreased the acquired net deferred tax liability by $661, with a corresponding decrease to goodwill. After giving effect to this adjustment, the acquired net deferred tax liability and goodwill recognized in connection with the CDM acquisition were $1,554 and $25,353, respectively, as of* March 31, 2026 (*compared to $2,215 and $26,013, respectively, as initially reported as of the acquisition date). The following table summarizes the measurement period activity

The measurement period adjustment recorded during thethree months ended* March 31, 2026reflects new information obtained about facts and circumstances that existed as of the acquisition date and didnot* have a material impact on the Company’s results of operations in any prior period. The preliminary purchase price allocation, including the items identified above, remains subject to further adjustment during the remainder of the measurement period as additional information is obtained, and any such adjustments will be recognized in the reporting period in which they are determined.

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NOTE5: SUPPLEMENTAL CASH FLOW STATEMENT INFORMATION

NOTE6: PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of* March 31, 2026and December 31, 2025,*prepaid expenses and other current assets consisted of the following:

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NOTE7: SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

Dividend Rights

The Series A Preferred ranks senior to the Company’s common stock with respect to dividend rights and rights upon liquidation. Each share has a liquidation preference equal to $1,000 per share plus accrued and unpaid dividends. The liquidation preference of the Series A Preferred totaled $30,623 as of* March 31, 2026.*

The Series A Preferred bears cumulative dividends at a rate of 5.25% per annum on the stated value. Dividends accrue daily and compound quarterly beginning on* November 6, 2025,and accrue for afive*-year period (the “Guaranteed Term”). Dividends arenot payable in cash during the Guaranteed Term, except at the Company’s option. Upon certain events occurring during the Guaranteed Term, including a liquidation, fundamental transaction (see below) or mandatory conversion, holders are entitled to a make-whole amount representing dividends that would have accrued through the end of the Guaranteed Term.

Dividends are recorded as an increase to the carrying value of the Series A Preferred and as an adjustment to net loss attributable to common shareholders in the calculation of basic and diluted net (loss) income per common share. The Company recorded $391 in preferred dividends during thethree months ended* March 31, 2026.The Series A Preferred stock was issued on November 6, 2025,therefore there wereno* preferred dividends during thethree months ended* March 31, 2025.*

Redemption Rights

A fundamental transaction includes, among other events, a merger, consolidation, sale of substantially all assets, tender offer resulting in a change of control, recapitalization or similar transaction (a “Fundamental Transaction”). Upon the occurrence of a Fundamental Transaction, holders are entitled to receive the greater of (i) the liquidation preference, including accrued dividends, or (ii) the amount they would have received on an as-converted basis.

Since the redemption of the Series A Preferred is contingently or optionally redeemable and thereforenot certain to occur, the Series A Preferred isnot required to be classified as a liability under ASC480, Distinguishing Liabilities from Equity. As the Series A Preferred is redeemable in certain circumstances at the option of the holder and is redeemable in certain circumstances upon the occurrence of an event that isnot solely within the Company’s control, the Company has classified the Series A Preferred in temporary equity in the condensed consolidated balance sheets. Because redemption is contingent andnot currently probable, the Company hasnot accreted the carrying value to the redemption amount as of* March 31, 2026and December 31, 2025.*

Registration Rights

In connection with the issuance, the Company entered into a Registration Rights Agreement (the “Registration Rights Agreement”) requiring the Company to file and maintain an effective registration statement covering the resale of the shares of common stock issuable upon conversion. The Registration Rights Agreement provides for liquidated damages of up to 6% of the aggregate purchase price in the event of certain registration failures. As of* March 31, 2026and December 31, 2025,*no liability has been recorded related to these provisions.

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NOTE8: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As of* March 31, 2026and December 31, 2025,*accrued expenses and other current liabilities consisted of the following:

NOTE9: DEBT

As of* March 31, 2026,and December 31, 2025*debt consisted of the following:

Deferred financing costs related to the New Revolving Credit Facility of $397 and $435 as of* March 31, 2026and December 31, 2025,*respectively, are included in other non-current assets on the condensed consolidated balance sheets.

Amended and Restated Credit Agreement

On* November 6, 2025 (the “Refinancing Date”), the Company and certain of its subsidiaries entered into the Amended and Restated Credit Agreement (the “Amended Credit Agreement”), with FMB acting as agent (“Agent”), and a new syndicate of lenders (“Lenders”) which included FMB andtwo* additional creditors, Northwest Bank (“NWB”) and Axos Bank (“Axos”; together with NWB, the “New Lenders”). The Amended Credit Agreement provides the Company, CDMI and CDMUS (collectively, “Borrowers”) withtwo debt facilities, including athree-year term loan of $36,000 (the “Term Loan”) and athree-year revolving debt arrangement of up to $22,500 (the “New Revolving Credit Facility”). The Term Loan and New Revolving Credit Facility in the Amended Credit Agreement both have maturity dates of* November 6, 2028 (*the “Maturity Date”) and are secured by all the assets of the Borrowers.

Additionally, monthly interest payments for both facilities of the Amended Credit Agreement are due and payable on thefirst day of each successive calendar month following the Refinancing Date, which commenced on* December 1, 2025,at a rate equal to the sums of (a) theone*-month Term SOFR, (b) base rate of 0.11%; and (c) a floating margin ranging between (i)2.75% to 3.25% for the New Revolving Credit Facility, or (ii)3.00% to 3.50% for the Term Loan, in each case adjusted quarterly based upon the Company’s Senior Funded Debt to EBITDA Ratio (as defined in the Amended Credit Agreement). The floating margin is computed as follows:

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On* February 16, 2026,and in conjunction with the Warrant Repurchase Agreement (see Note12*), the Company and certain of its subsidiaries entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) with the other loan parties signatory thereto (the “Loan Parties”), the financial institutions or other entities from time to time parties thereto (the “Lenders”), and FMB, as Agent for the Lenders. The Amendment amended the Company’s Amended Credit Agreement. Pursuant to the Amendment, the Agent and Lenders provided requisite consent to the Company for the Warrant Repurchase and the parties agreed that payment of the Warrant Repurchase price wouldnot reduce the amount of “Excess Cash Flow” of the Company for purposes of determining certain Company prepayment obligations.

During thethree months ended* March 31, 2026,the Company recorded amortization of debt discount on the Term Loan of $44, and amortization of deferred financing costs on the New Revolving Credit Facility of $38, in the Company's condensed consolidated statements of operations. During thethree* months ended* March 31, 2025,the Company recorded amortization of deferred financing costs on its prior revolving credit facility of $26. As of March 31, 2026and December 31, 2025,*the Company had remaining unamortized debt discount on the Term Loan of $452 and $497, respectively, and deferred financing costs on the New Revolving Credit Facility of $397 and $435, respectively.

During thethree months ended* March 31, 2026,the Company repaid $900 in principal related to the Term Loan. During thethree* months ended* March 31, 2026,the Company had borrowed $11,037 and repaid $6,472, respectively, under the New Revolving Credit Facility. During thethree* months ended* March 31, 2025,the Company had borrowed $12,111 and repaid $5,917, respectively, under the prior revolving credit facility. At March 31, 2026,*the remaining available amount under the New Revolving Credit Facility was $12,995.

Promissory Note

The Promissory Note was issued on* March 14, 2025as part of the Settlement Agreement to resolve the contingent consideration liability. It is an unsecured obligation of the Company. The Promissory Note bears interest at a fixed annual rate of 14.0% (the “Interest Rate”). In the event of a default (as defined in the Promissory Note), or during any period of non-payment caused by restrictions under the Subordination Agreement (as defined below), the interest rate increases to 17.0% per annum (the “Default Rate”). Commencing October 14, 2025,the Company is required to pay principal and interest in accordance with an amortization schedule that requires equal monthly payments of $109 on the14th* day of each calendar month through maturity on* September 14, 2027.On the maturity date, the Company is required to make a final balloon payment of $2,277, representing the remaining principal and accrued but unpaid interest outstanding at maturity. During thethree* months ended* March 31, 2026,*the Company made principal repayments of $197 on the Promissory Note.

The Stockholders' Representative's rights under the Promissory Note are subject to a Subordination Agreement dated* March 14, 2025,by and among the Company, First Merchants Bank and the Stockholders' Representative (the "Subordination Agreement"). Under the terms of the Subordination Agreement, during any period in which an event of default exists under the Amended Credit Agreement, the Company is prohibited from making any payments on the Promissory Note unless FMB provided prior written consent, and the Stockholders' Representative is prohibited from accepting or enforcing any payments during the subordination period. As of March 31, 2026,the Company is in compliance with the monthly required payments and there have beenno* events of default.

NOTE10: COMMITMENTS AND CONTINGENCIES

The Company isnot party to any material legal proceedings, other than ordinary routine litigation incidental to the business, and there wereno other such proceedings pending during the period covered by this Report.

NOTE11: INCOME TAXES

The Company’s deferred tax assets are primarily related to net federal and state operating loss carryforwards (“NOLs”). The Company has substantial NOLs that are limited in usage by IRC Section382. IRC Section382 generally imposes an annual limitation on the amount of NOLs that* maybe used to offset taxable income when a corporation has undergone significant changes in stock ownership within a statutory testing period. The Company has performed a preliminary analysis of the annual NOL carryforwards and limitations that are available to be used against taxable income. Deferred tax assets are evaluated quarterly for recoverability based on available positive and negative evidence. Based on the history of losses the Company continues to maintain a full valuation allowance against U.S. deferred tax assets with definite lives as management determined that realization of such assets doesnot* meet the more-likely-than-not threshold. In Canada, while CDM is in an overall net deferred tax liability position, a partial valuation allowance has been established against specific net operating loss carryforwards that arenot expected to be realized due to statutory restrictions and limitations on future utilization.

For interim periods, the Company has historically utilized the estimated annual effective tax rate method under which the Company determined its provision for income taxes based on the current estimate of its annual effective tax rate. For thethree months ended* March 31, 2026,the Company utilized the discrete effective tax rate method, as allowed under ASC Topic740,* Income Taxes—Interim Reporting, when the application of the estimated annual tax rate method is impractical and doesnot provide a reliable estimate of the annual effective tax rate. The discrete method treats the year-to-date period as if it were the annual period and determines the interim income taxes on that basis. The Company determined that since small changes in estimated annual pre-tax (loss) income would result in significant changes in the estimated annual effective tax rate and significant variations in the customary relationship between the benefit (expense) from income taxes and pre-tax accounting (loss) income, the historical method wouldnot provide a reliable estimate of the effective tax rate for thethree months ended* March 31, 2026.*The Company will reevaluate the use of this method until the Company believes a return to the estimated annual effective tax rate method is deemed appropriate.

For thethree months ended* March 31, 2026and2025,* the Company recorded income tax benefit (expense) of $530 and ($99), respectively. At* March 31, 2026,the net deferred tax liabilities were $2,190 after valuation allowance, compared to net tax liabilities of $3,541 at December 31, 2025.*

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NOTE12: WARRANTS

The Company had outstanding warrants accounted for as equity instruments in the Company’s condensed consolidated financial statements totaling 3,633,303 shares and 5,364,802 shares at* March 31, 2026and December 31, 2025,respectively. The weighted average exercise price of the outstanding warrants was $4.02 and $4.66 at March 31, 2026and December 31, 2025,respectively. The weighted average remaining contractual life of the outstanding warrants was 2.52 and 2.55 years at March 31, 2026and December 31, 2025,*respectively.

On* February 16, 2026,the Company entered into a Warrant Repurchase Agreement (the “Warrant Repurchase Agreement”) with Slipstream Communications, LLC (the “Warrant Holder”). Under the Warrant Repurchase Agreement, the Company agreed to repurchase from the Warrant Holder a warrant (the “Warrant”) to purchase shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), for an aggregate repurchase price of $200. There wasno* repurchase feature in the original warrant agreement that would have impacted the equity classification of these warrants while they were outstanding. The repurchase was negotiated between the parties in a separate transaction. The Warrant was initially issued to the Warrant Holder pursuant to a Second Amended and Restated Loan and Security Agreement, dated as of* February 17, 2022,by and among the Company, the Warrant Holder and the other signatories thereto and was subsequently amended and restated twice, as of June 30, 2022and as of October 17, 2024,respectively. As amended and restated, the Warrant was exercisable for up to an aggregate of 1,731,499 shares of Common Stock (the “Warrant Shares”) at an exercise price per Warrant Share equal to $6.00. The closing of the Warrant Repurchase was completed on February 17, 2026.Upon settlement of the transaction, the Warrant was cancelled and is ofno* further force or effect.

NOTE13: STOCK-BASED COMPENSATION

A summary of outstanding options is included below:

Time Vesting Options

Performance Vesting Options

Market Vesting Options

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The weighted average remaining contractual life for options exercisable is 5.24 years as of* March 31, 2026.*

Employee Awards

Stock-based compensation expense recognized related to stock options and restricted stock units to employees for thethree months ended* March 31, 2026and2025* was $270 and$2, respectively, and is included in general and administrative expenses in the condensed consolidated financial statements.

As of* March 31, 2026,*there was $2,601 of total unrecognized compensation expense related to unvested share-based awards, which is expected to be recognized over a weighted average period of approximately 2.03 years.

Director Awards

Compensation expense recognized for the issuance of stock options awarded to our Board of Directors for thethree months ended* March 31, 2026and2025* was $54 and $0, respectively, and was included in general and administrative expenses in the condensed consolidated financial statements. As of* March 31, 2026*there was $162 unrecognized compensation expense related to share-based awards to directors, which is expected to be recognized over a weighted average period of approximately 0.75 years.

NOTE14: SEGMENT REPORTING

We currently operate inone reportable segment, marketing technology solutions. The marketing technology solutions segment generates revenue throughfour primary sources which includes (1) hardware sales from reselling digital signage hardware from original equipment manufacturers, (2) services from helping customers design, deploy, and manage their digital signage and ad-based networks, (3) recurring subscription licensing and support revenue from our digital signage and ad-tech software platforms, which are generally sold via a SaaS model, and (4) selling digital out-of-home (“DOOH”) advertising on infrastructure it owns or operates at retail malls, shopping centers, office buildings, and other commercial properties.

Our Chief Executive Officer is our chief operating decision maker (the “CODM”). Our CODM evaluates performance and makes operating decisions about allocating resources based on financial data presented on a consolidated basis, accompanied by information about revenue disaggregated by service. Our CODM uses the segment information primarily to evaluate the profitability and strategic growth potential of the segment. The reported measures of profit or loss are benchmarked against historical performance and market expectations. Based on this analysis, the CODM determines whether ornot to invest in new technology or reallocate operating expenses - namely personnel. In addition, the CODM reviews supplementary metrics such as disaggregated revenue as disclosed in Note3, Revenue Recognition, and customer growth to ensure that our strategic decisions are aligned with long-term performance goals.

The measure used by our CODM to assess performance and make operating decisions is net loss as reported on our condensed consolidated statements of operations. Significant segment expenses are reported as total expenses on the condensed consolidated statements of operations. Segment assets are disclosed in the condensed consolidated balance sheets.

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Significant Customers

We hadone customer that accounted for 11% of revenue for thethree months ended* March 31, 2026,compared tothree customers that accounted for 20%,11% and 10% of revenue for thethree* months ended* March 31, 2025.*

We hadone customer that accounted for 10% of accounts receivable as of* March 31, 2026andone customer that accounted for 12% of accounts receivable as of December 31, 2025.*

Revenues by Geographical Area

The following table summarizes our revenue recognized in the condensed consolidated statements of operations by geographical area:

Significant Vendors

No vendor accounted for more than10% of outstanding accounts payable at* March 31, 2026,andthree vendors accounted for 30%,18% and 10% of outstanding accounts payable at December 31, 2025.*

Long Lived Assets by Geographical Region

The following table sets forth our long-lived assets by geographic area, which consists of property and equipment, net and operating and finance lease right-of-use assets:

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NOTE15: LEASES

The Company's lease portfolio is primarily comprised of operating leases for office space and finance leases for computer equipment and DOOH media assets from the acquisition of CDM. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on whether the contract conveys the right to control the use of identified property or equipment for a period of time in exchange for consideration. Leases are classified as operating or finance leases at the commencement date of the lease. Leases* mayincludeone* or more options to renew. We donot assume renewals in our determination of the lease term unless the renewals are deemed to be reasonably assured at lease commencement. Our lease agreements donot contain any material residual value guarantees or material restrictive covenants.

The Company determines the discount rate used to measure lease liabilities based on the rate implicit in the lease, if readily determinable. If the implicit rate isnot available, the Company uses its incremental borrowing rate, which is determined based on the rate at which the Company could borrow on a collateralized basis over a similar term and in a similar economic environment to the lease.

The following table summarizes the classification of operating and finance lease assets and liabilities in the Company's condensed consolidated balance sheet as follows:

The following table summarizes the operating and financing lease expenses in the Company's condensed consolidated statements of operations as follows:

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The following table provides lease term and discount rate information related to operating and finance leases as follows:

The following sets forth future minimum lease payments as follows:

Supplemental cash flow information and non-cash activity related to leases include the following:

NOTE16: SUBSEQUENT EVENTS

The Company has evaluated subsequent events occurring after the balance sheet date through the date the condensed consolidated financial statements were issued and has determined that there wereno such events that would require recognition or disclosure in the financial statements.

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