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CREATIVE REALITIES, INC.

For the period ended Jun 30, 2026. Filed Aug 14, 2026.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2026 · Filed Aug 14, 2026

CREX$2.030.0%Stored close · as of Nov 6, 2026
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Note

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,* Business Combinations 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 June 30, 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 thesix months ended* June 30, 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 thesix* months ended* June 30, 2026,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 $1,986, 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 $229 and $24,027, respectively, as of June 30, 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.

Purchase Price Allocation (Preliminary) · Measurement Period Adjustments · Purchase Price Allocation (As Revised)
Purchase Consideration:
Cash (net of cash acquired of $4,778)$37,983$-$37,983
Less:
Technology platform6,656-6,656
Customer relationships14,324-14,324
Non-compete covenant21-21
Unfavorable lease(41)-(41)
Operating lease right-of-use assets571-571
Finance lease right-of-use assets23,309-23,309
Operating lease liabilities(571)-(571)
Finance lease liabilities(23,309)-(23,309)
Property and equipment2,711-2,711
Deferred tax liability(2,215)1,986(229)
Debt-free net working capital deficit(9,486)-(9,486)
Fair Value of Identified Net Assets$11,970$1,986$13,956
Remaining Goodwill Value$26,013$(1,986)$24,027
Fair Value of Net Assets Acquired$37,983$-$37,983

The measurement period adjustment recorded during thesix months ended* June 30, 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

2026 · 2025
Supplemental non-cash investing and financing activities:
Issuance costs related to common stock and warrants sold in registered offering$1,207$-
Effect of measurement period adjustments to goodwill$1,986$-
Capitalized software in accounts payable$31$65
Property and equipment in accounts payable$-$24
Issuance of notes payable as partial settlement of contingent consideration$-$4,000
Issuance of warrants as partial settlement of contingent consideration$-$1,040
Right-of-use assets obtained in exchange for new operating lease liabilities$-$1,509
Tenant allowance receivable recognized under lease incentive$-$100
Supplemental disclosure information for cash flow
Cash paid during the period for:
Interest$1,862$748
Operating leases$374$269
Income taxes$31$53

NOTE6: PREPAID EXPENSES AND OTHER CURRENT ASSETS

As of* June 30, 2026and December 31, 2025,*prepaid expenses and other current assets consisted of the following:

June 30,December 31,
20262025
Vendor, project and hardware prepayments$213$1,431
Severance receivable9721,728
MAG reimbursement receivable184820
Other receivables108412
Prepaid subscriptions511346
Prepaid marketing192236
Prepaid other61145
Tax receivables210148
Prepaid insurance23581
$2,686$5,347

NOTE7: SERIES A REDEEMABLE CONVERTIBLE PREFERRED STOCK

Dividend Rights

The Series A Redeemable Convertible Preferred Stock (“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 $31,025 as of* June 30, 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.

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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 $401 and $792 in preferred dividends during thethree andsix months ended* June 30, 2026,respectively. The Series A Preferred was issued on November 6, 2025,therefore there wereno preferred dividends during thethree* andsix months ended* June 30, 2025.*

Conversion Rights

Each share of Series A Preferred is convertible at the holder’s option into shares of common stock at a conversion price of $3.00 per share, subject to adjustment. The Series A Preferred was convertible into 10,342 and 10,077 shares of common stock as of* June 30, 2026and December 31, 2025,respectively, subject to a limitation preventing any holder from beneficially owning more than 19.99% of the outstanding common stock. The Company mayrequire the conversion of all outstanding shares of Series A Preferred on or after thethird* anniversary of issuance if specified operating results and common stock price conditions are met.

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 and the make-whole amount, or (ii) the amount they would have received on an as-converted basis, based on the consideration paid per common share in the Fundamental Transaction or, if that consideration isnot cash, the market price of the common stock. The redemption amounts of the Series A Preferred, measured as if the balance sheet dates were the redemption dates, were $53,392 as of* June 30, 2026 (estimate using1*-day VWAP of $4.11 subject to clause ii), and $38,940 as of* December 31, 2025 (*estimate using conversion price of $3.00 subject to clause i). The redemption amount will change in future periods as the market price of the common stock changes.

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 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* June 30, 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* June 30, 2026and December 31, 2025,*no liability has been recorded related to these provisions because the Company has maintained an effective registration statement and doesnot consider the payment of liquidated damages to be probable. The Company accounts for the Registration Rights Agreement as a separate unit of account in accordance with ASC825-20, Registration Payment Arrangements, and recognizes a liability when payment becomes probable and the amount is reasonably estimable.

NOTE8: ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

As of* June 30, 2026and December 31, 2025,*accrued expenses and other current liabilities consisted of the following:

June 30,December 31,
20262025
Accrued compensation$1,102$1,753
Sales and use taxes payable1,5271,591
Accrued interest296288
Accrued purchases30977
Other accrued expenses39128
$3,273$3,837

NOTE9: DEBT

As of* June 30, 2026and December 31, 2025,*debt consisted of the following:

Issuance · Maturity · June 30, · December 31, · Interest
Date · Date · 2026 · 2025 · Rate
Amended and Restated Credit Agreement:
Revolving Credit Facility11/6/202511/6/2028$9,744$4,940See below
Term Loan Facility11/6/202511/6/202833,90035,700See below
Promissory Note3/14/20259/14/20273,4093,81014%
Total debt47,05344,450
Less: debt issuance costs409497
Total debt, net46,64443,953
Less: current portion of debt, net5,4904,430
Total non-current portion of debt, net$41,154$39,523

Deferred financing costs related to the Revolving Credit Facility of $359 and $435 as of* June 30, 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 “Revolving Credit Facility”). The Term Loan and Revolving Credit Facility 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 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:

Margin
Senior · Applicable
Debt totoMargin
PricingAdjustedRevolvingApplicable
GridEBITDACreditto the
LevelRatioAdvancesTerm Loan
I< 2.50x2.75%3.00%
II> 2.50x3.25%3.50%

On* February 16, 2026,and in conjunction with the Warrant Repurchase Agreement (see Note13*), the Company and certain of its subsidiaries entered into a First Amendment to Amended and Restated Credit Agreement (the “Amendment”) with the Lenders and FMB as Agent for the Lenders. 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.

On* June 26, 2026,the Agent and the Lenders provided the requisite consent under the Amended Credit Agreement for the Company to complete its underwritten public offering of common stock (see Note12*) and pre-funded warrants (see Note13). The consent didnot amend or waive any other provision of the Amended Credit Agreement, and the net proceeds of the offering were used to prepay borrowings of debt under the Amended Credit Agreement on* July 1, 2026in accordance with the existing terms thereof (see Note17*).

During thesix months ended* June 30, 2026,the Company recorded amortization of debt discount on the Term Loan of $87, and amortization of deferred financing costs on the Revolving Credit Facility of $76, recorded as interest expense in the Company's condensed consolidated statements of operations. During thesix* months ended* June 30, 2025,*the Company recorded amortization of deferred financing costs on its prior revolving credit facility of $51.

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During thesix months ended* June 30, 2026,the Company repaid $1,800 in principal related to the Term Loan. During thesix* months ended* June 30, 2026,the Company borrowed $18,222 and repaid $13,418 under the Revolving Credit Facility. During thesix* months ended* June 30, 2025,the Company borrowed $18,334 and repaid $15,285 under the prior revolving credit facility. At June 30, 2026,*the remaining available amount under the Revolving Credit Facility was $12,756.

Promissory Note

The Promissory Note was issued on* March 14, 2025as part of the Settlement Agreement to resolve a 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 $2,386, representing the remaining principal and accrued but unpaid interest outstanding at maturity. During thesix* months ended* June 30, 2026,*the Company made principal repayments of $401 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, FMB 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 provides prior written consent, and the Stockholders' Representative is prohibited from accepting or enforcing any payments during the subordination period. As of June 30, 2026,the Company is in compliance with the monthly required payments of the Promissory Note 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 thesix months ended* June 30, 2026,the Company utilized the discrete effective tax rate method, as allowed under ASC740,* 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 thesix months ended* June 30, 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* June 30, 2026and2025,* the Company recorded income tax benefit of $315 and $26, respectively. For thesix months ended* June 30, 2026and2025,* the Company recorded income tax benefit (expense) of $845 and ($73), respectively. At* June 30, 2026,the net deferred tax liabilities were $627 after valuation allowance, compared to net tax liabilities of $3,541 at December 31, 2025.*

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NOTE12: COMMON STOCK

*** June 2026*Public Offering**

On* June 30, 2026,the Company completed an underwritten public offering of 2,528,571 shares of common stock at a public offering price of $3.50 per share and pre-funded warrants to purchase 900,000 shares of common stock at a public offering price of $3.49 per pre-funded warrant (see Note13*). The offering was made pursuant to the Company’s shelf registration statement on Form S-3 (SEC FileNo. 333-296498), which was declared effective on* June 16, 2026,and a related prospectus supplement dated June 29, 2026.The Company received net proceeds from the offering of $10,784, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. In connection with the offering, the Company granted the underwriter a30*-day option to purchase up to 428,614 additional shares of common stock at the public offering price, less underwriting discounts and commissions. The option was unexercised as of* June 30, 2026 (see Note17*).

Warrant Exercises

During thesix months ended* June 30, 2026,*holders of 19,004 warrants with an exercise price of $3.25 per share exercised their rights to purchase shares of the Company’s common stock, par value $0.01 per share, on a cashless basis, resulting in the issuances of 2,656 shares. The Company receivedno cash proceeds from these exercises.

NOTE13: WARRANTS

The Company had outstanding warrants classified as equity instruments in the Company’s condensed consolidated financial statements totaling 3,614,299 shares and 5,364,802 shares at* June 30, 2026and December 31, 2025,respectively, in each case excluding the Pre-Funded Warrants described below. The weighted average exercise price of the outstanding warrants was $4.02 and $4.66 at June 30, 2026and December 31, 2025,respectively. The weighted average remaining contractual life of the outstanding warrants was 2.25 and 2.55 years at June 30, 2026and December 31, 2025,respectively. The decrease in outstanding warrants during thesix* months ended* June 30, 2026is attributable to the repurchase and cancellation of the Warrant exercisable for 1,731,499 shares described below and the cashless exercises of 19,004 warrants (see Note12*).

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 Warrant that would have impacted the equity classification of the Warrant while 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.

Pre-Funded Warrants

On* June 30, 2026,in connection with the public offering described in Note12*, the Company issued pre-funded warrants to purchase 900,000 shares of common stock (the “Pre-Funded Warrants”) at an exercise price of $0.01 per share. The Pre-Funded Warrants are exercisable immediately, haveno expiration date, and* maybe exercised at the holder’s election on a cashless basis. Exercise of the Pre-Funded Warrants is subject to a 4.99% beneficial ownership limitation, which a holder mayincrease to 9.99% upon61* days’ notice to the Company. The Pre-Funded Warrants donot contain any other provisions except for certain standard anti-dilution provisions subject to adjustments as a result of stock dividends, stock splits, stock combinations, or stock recapitalizations, and meet the criteria for equity classification. Accordingly, the Company recorded additional paid-in capital in an amount equal to net proceeds of $2,811, which was comprised of gross proceeds of $3,141 and issuance costs of $330, and is included in the total net proceeds from the offering of $10,784 disclosed in Note12.

There wereno exercises of the Pre-Funded Warrants from issuance through* June 30, 2026,and 900,000 remained outstanding as of June 30, 2026.*

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NOTE14: STOCK-BASED COMPENSATION

Time Vesting Options

On* April 1, 2025,the Company granted stock options to purchase an aggregate of 567,500 shares of common stock to employees pursuant to the Company’s2023* Plan, which was previously approved by shareholders. The options have an exercise price of $1.95 per share, equal to the closing market price of the Company’s common stock on the grant date. The options vest in equal annual installments over athree-year period, subject to continued service through each vesting date, and expireten years from the date of grant. The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 96%, expected term of 6.5 years, risk-free interest rate of 4.00%, dividend yield of 0%, and the Company’s stock price of $1.95 as of the valuation date. The awards are recognized as stock-based compensation expense on a straight-line basis over the requisite service period in accordance with ASC718, Compensation - Stock Compensation based on the grant-date fair value of the options.

On* June 2, 2025,the Company granted stock options to purchase an aggregate of 378,000 shares of common stock to employees under the2023* Plan. The options have an exercise price of $3.05 per share, equal to the closing market price of the Company’s common stock on the grant date. The options vest in equal annual installments over athree-year period, subject to continued service through each vesting date, and expireten years from the date of grant. The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 94%, expected term of 6.5 years, risk-free interest rate of 4.17%, dividend yield of 0%, and the Company’s stock price of $3.05 as of the valuation date. The awards are recognized as stock-based compensation expense on a straight-line basis over the requisite service period in accordance with ASC718 based on the grant-date fair value of the options.

On* April 17, 2026,the Company granted stock options to purchase 150,000 shares of common stock to an employee under the2023* Plan. The options have an exercise price of $3.84 per share, equal to the closing market price of the Company’s common stock on the grant date. The options vest in equal annual installments over athree-year period, subject to continued service through each vesting date, and expireten years from the date of grant. The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 94%, expected term of 6.5 years, risk-free interest rate of 3.99%, dividend yield of 0%, and the Company’s stock price of $3.84 as of the valuation date. The awards are recognized as stock-based compensation expense on a straight-line basis over the requisite service period in accordance with ASC718 based on the grant-date fair value of the options.

On* May 27, 2026,the Company granted stock options to purchase an aggregate of 373,500 shares of common stock to employees under the2023* Plan. The options have an exercise price of $3.69 per share, equal to the closing market price of the Company’s common stock on the grant date. The options vest in equal annual installments over athree-year period, subject to continued service through each vesting date, and expireten years from the date of grant. The Company determined the grant-date fair value using the Black-Scholes option pricing model with key assumptions including expected volatility of 93%, expected term of 6.5 years, risk-free interest rate of 4.28%, dividend yield of 0%, and the Company’s stock price of $3.69 as of the valuation date. The awards are recognized as stock-based compensation expense on a straight-line basis over the requisite service period in accordance with ASC718 based on the grant-date fair value of the options.

A summary of time vesting options is included below:

Weighted
Average · Weighted · Weighted
Remaining · Average · Average
Range of Exercise · Number · Contractual · Exercise · Options · Exercise
Prices Between · Outstanding · Life · Price · Exercisable · Price
$0.01-$4.001,606,5009.25$2.91286,000$2.43
$4.01-$8.00386,6714.23$7.34386,671$7.34
$8.01+6,9461.82$21.246,946$21.24
2,000,1178.26$3.83679,617$5.42

Performance Vesting Options

A summary of performance vesting options is included below:

Weighted
Average · Weighted · Weighted
Remaining · Average · Average
NumberContractualExerciseOptionsExercise
OutstandingLifePriceExercisablePrice
160,0003.92$7.59160,000$7.59

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Market Vesting Options

On* June 2, 2025,the Company accelerated the vesting of the market-vesting options to purchase 733,334 shares of common stock. Prior to such acceleration, the vesting of these options depended on the Company’s share price meeting various price targets. One such share price target was an amount equal to the “Guaranteed Price,” as such term is defined in the Merger Agreement by and among the Company, Reflect, CRI Acquisition Corporation, a Delaware corporation, and RSI Exit Corporation, a Texas corporation and representative of the former stockholders of Reflect (“RSI”). On March 14, 2025,the Company and RSI settled and resolved a dispute related to the Guaranteed Consideration. On June 2, 2025,in consideration of the efforts in resolving and settling such dispute, the Compensation Committee of the Company fully vested the 733,334 options. As a result of the amendment and corresponding vesting, the Company recognized stock compensation expense of $1,149 during thesix* months ended* June 30, 2025.*

A summary of market vesting options is included below:

Weighted
Average · Weighted · Weighted
Remaining · Average · Average
NumberContractualExerciseOptionsExercise
OutstandingLifePriceExercisablePrice
733,3345.96$3.00733,334$3.00

A summary of total outstanding options is included below:

Market Vesting Options · Time Vesting Options · Performance Vesting Options
Weighted · Weighted · Weighted
Average · Average · Average
Options · Exercise · Options · Exercise · Options · Exercise
Date/Activity · Outstanding · Price · Outstanding · Price · Outstanding · Price
Balance, January 1, 2026733,334$3.001,635,230$4.24240,000$7.59
Granted-$-523,500$3.73-$-
Forfeited or expired-$-(158,613)$7.28(80,000)$7.59
Balance, June 30, 2026733,334$3.002,000,117$3.83160,000$7.59

The weighted average remaining contractual life for total exercisable options is 5.83 years as of* June 30, 2026.*

Employee Awards

Stock-based compensation expense recognized related to stock options and restricted stock units to employees for thethree months ended* June 30, 2026and2025* was $376 and $1,249, respectively, and is included in general and administrative expenses in the condensed consolidated financial statements.

Stock-based compensation expense recognized related to stock options and restricted stock units to employees for thesix months ended* June 30, 2026and2025* was $646 and $1,251, respectively, and is included in general and administrative expenses in the condensed consolidated financial statements.

As of* June 30, 2026,*there was $3,913 of total unrecognized compensation expense related to unvested share-based awards, which is expected to be recognized over a weighted average period of approximately 2.34 years.

Director Awards

Compensation expense recognized for the issuance of stock options awarded to our Board of Directors for thethree months ended* June 30, 2026and2025* was $54 and $141, respectively, and was included in general and administrative expenses in the condensed consolidated financial statements.

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Compensation expense recognized for the issuance of stock options awarded to our Board of Directors for thesix months ended* June 30, 2026and2025* was $108 and $141, respectively, and was included in general and administrative expenses in the condensed consolidated financial statements.

As of* June 30, 2026*there was $108 unrecognized compensation expense related to share-based awards to directors, which is expected to be recognized over a weighted average period of approximately 0.5 years.

NOTE15: 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.

Significant Customers

We hadone customer that accounted for 17% of revenue for thethree months ended* June 30, 2026,compared toone customer that accounted for 20% of revenue for thethree* months ended* June 30, 2025.*

We hadtwo customers that accounted for 10% and 12% of revenue for thesix months ended* June 30, 2026,compared totwo customers that accounted for 13% and 12% of revenue for thesix* months ended* June 30, 2025.*

We hadone customer that accounted for 12% of accounts receivable as of* June 30, 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:

For the Three Months Ended · For the Six Months Ended
June 30,June 30,
2026202520262025
Revenues by Geographical Area:
United States$15,345$13,030$25,988$22,764
Canada6,160-11,865-
Total Revenues$21,505$13,030$37,853$22,764

Significant Vendors

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

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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:

June 30,December 31,
20262025
United States$1,732$1,950
Canada22,56825,762
Total$24,300$27,712

NOTE16: LEASES

The Company's lease portfolio primarily comprises 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:

June 30,December 31,
20262025
Assets:
Finance lease assets$18,216$22,658
Operating lease assets1,8392,117
Total lease assets$20,055$24,775
Liabilities:
Operating lease liabilities:
Current portion of operating lease liabilities$607$596
Non-current portion of operating lease liabilities1,3531,673
Finance lease liabilities:
Current portion of finance lease liabilities5,4813,799
Non-current portion of finance lease liabilities13,59217,844
Total lease liabilities$21,033$23,912

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

For the Three Months Ended June 30,For the Six Months Ended June 30,
2026202520262025
Operating lease expense$181$197$361$315
Finance lease expense:
Amortization of right-of-use assets1,867123,75223
Interest on lease liabilities41318573
Total lease expense$2,461$210$4,970$341

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

June 30,December 31,
20262025
Weighted average remaining lease term (years):
Operating leases3.64.0
Finance leases2.53.0
Weighted average discount rate:
Operating leases8.2%8.2%
Finance leases8.0%8.0%

The following sets forth future minimum lease payments:

Operating · Finance · Total
Leases · Leases · Leases
Future minimum payments:
Remainder of 2026$373$4,395$4,768
20276767,9518,627
20285348,9219,455
2029337197534
2030329-329
Total undiscounted cash flows2,24921,46423,713
Less imputed interest(289)(2,391)(2,680)
Present value of lease liabilities$1,960$19,073$21,033

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

For the Six Months Ended
June 30,
2026 · 2025
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows paid for operating leases$374$315
Operating cash flows paid for finance leases$857$-
Financing cash flows paid for finance leases$1,862$26

NOTE17: SUBSEQUENT EVENTS

The Company evaluated subsequent events occurring after the balance sheet date through the date these condensed consolidated financial statements were issued and identified the following:

Prepayments of Borrowings Under the Amended Credit Agreement from the Public Offering

On* July 1, 2026,net proceeds of the June 2026public offering (see Note12*) were applied to repay outstanding borrowings under the Amended Credit Agreement through normal operations, including a payment of $1,000 of remaining unpaid principal under the Term Loan and the remainder under the Revolving Credit Facility. Amounts repaid under the Revolving Credit Facility remain available for future borrowing, subject to the terms and conditions of the Amended Credit Agreement (see Note9).

Exercise of Underwriter Option to Purchase Common Stock

On* July 7, 2026,the underwriter fully exercised its option to purchase additional shares of common stock granted in connection with the June 2026public offering (see Note12*). At the closing of the over-allotment option, which occurred on* July 8, 2026,*the Company issued 428,614 shares of common stock at the public offering price of $3.50 per share, less underwriting discounts and commissions, resulting in net proceeds to the Company of $1,410.

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