Creative Realities, Inc. (OTCQB: CREX) has entered into a definitive merger agreement with ConeXus World Global, LLC for ConeXus to become a wholly-owned subsidiary of CRI for stock consideration equal to approximately 23.6% of CRI on a fully-diluted, as-converted basis, through the issuance of a combination of CRI’s common and preferred stock at a price (or conversion price) of $.28 per share.
In addition to the definitive merger agreement, CRI will enter into an employment agreement with Richard Mills, President and CEO of ConeXus, to assume the role of CEO of the combined company at the closing of the merger.
John Walpuck who became CRI’s Interim CEO when the previous incumbent, Paul Price was unceremoniously dumped in April, will resume his previous duties as Chief Operating Officer and Chief Financial Officer. As a separate condition to the closing of the merger, CRI must sell an aggregate of $1.5 million in principal amount of senior convertible notes.
Upon consummation of the merger, the board of directors of the combined company will include the existing CRI board and two new members – Richard Mills and a designee of the new investor.
Consummation of the proposed merger is subject to a number of closing conditions, including the delivery of audited financial statements from ConeXus satisfactory to CRI and its independent auditors. Subject to the satisfaction or waiver of such closing conditions, the merger is expected to be consummated in the latter part of September 2015.