UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to
Section
13 or 15(d) of
the
Securities
Exchange Act of 1934
Date of Report (Date of earliest event
reported): August 10, 2014
Creative
Realities, Inc.
(Exact name of registrant as specified
in its charter)
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Minnesota
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001-33169
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41-1967918
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(State or other jurisdiction
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(Commission File Number)
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(IRS Employer
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of incorporation)
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Identification No.)
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55 Broadway, 9th Floor, New York NY
10006
(Address of principal executive offices)
(212) 324-6660
(Registrant's telephone number, including
area code)
Wireless Ronin Technologies, Inc.
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form
8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.03 Amendment
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 15, 2014, Creative Realities,
Inc. filed Articles of Amendment to the Articles of Incorporation, which increased (i) the number of authorized shares of common
stock from 50,000,000 to 200,000,000, and (ii) the number of authorized shares of preferred stock from 16,666,666 to 50,000,000.
Item 5.07 Submission
to a Vote of Security Holders.
The Articles
of Amendment to the Articles of Incorporation set forth in Item 5.03 above was approved by shareholders at a special meeting of
the shareholders held on October 10, 2014. The Articles of Amendment to the Articles of Incorporation was approved by shareholders
holding a majority of Creative Realities’ voting capital stock, with no abstentions and no negative votes.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits.
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Exhibit
No.
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Description
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3.1
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Articles of Amendment to the Articles
of Incorporation of Creative Realities, Inc. (filed with the Minnesota Secretary of State effective October 15, 2014).
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Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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CREATIVE REALITIES, INC.:
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(
Registrant
)
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By:
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/s/ John Walpuck
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John
Walpuck
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Chief Financial
Officer
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Dated: October 16, 2014
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Articles of Amendment to the Articles
of Incorporation of Creative Realities, Inc. (filed with the Minnesota Secretary of State effective October 15, 2014).
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4
Exhibit
3.1
ARTICLES
OF AMENDMENT
TO
THE ARTICLES OF INCORPORATION
OF
CREATIVE
REALITIES, INC.
THE
UNDERSIGNED, an executive officer of Creative Realities, Inc. f/k/a Wireless Ronin Technologies, Inc., a Minnesota corporation
(the "Corporation"), hereby certifies that the following Articles of Amendment have been duly adopted by the Corporation
pursuant to the provisions of Chapter 302A of the Minnesota Statutes, or the Minnesota Business Corporation Act (the "Act").
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1.
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The
name of the Corporation is: Creative Realities, Inc.
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2.
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The
first paragraph of Article 3 of the Articles of Incorporation of the Corporation is deleted
in its entirety and replaced with the following:
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Article 3
Authorized
Shares
:
The total authorized shares of all classes which the Corporation shall have
authority to issue is 250,000,000, consisting of 50,000,000 shares of preferred stock, par value of $0.01 per share (hereinafter
the "preferred shares"); and 200,000,000 shares of common stock, par value of $0.01 per share (hereinafter the "common
shares").
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3.
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This
amendment has been adopted pursuant to the Act.
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In Witness Whereof
, the undersigned has executed
these Articles of Amendment as of October 14, 2014.
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CREATIVE
REALITIES, INC.
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By:
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/s/ John Walpuck
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Name:
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John Walpuck
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Title:
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COO & CFO
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Work
Item 788458600025
Original File Number 11B-974
STATE
OF MINNESOTA
OFFICE OF THE SECRETARY OF STATE
FILED
10/15/2014 11:59 PM
Mark
Ritchie
Secretary
of State