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Loans Payable

12 Months Ended

Dec. 31, 2015

Loans Payable [Abstract]

NOTE 8: LOANS PAYABLE

The outstanding Convertible Promissory Notes issued in 2015 with detachable warrants are shown in the table below. Further discussion of the notes follows.

Date		Original Principal				Warrants
12/28/2015		$	150				267,857			14% interest - 12% cash, 2% added to principal
12/28/2015			500				892,857			14% interest - 12% cash, 2% added to principal
12/28/2015			600				1,071,429			14% interest - 12% cash, 2% added to principal
10/26/2015			300				535,714			14% interest - 12% cash, 2% added to principal
10/15/2015			150				267,857			14% interest - 12% cash, 2% added to principal
10/15/2015			500				892,857			14% interest - 12% cash, 2% added to principal
6/23/2015			400				640,000			14% interest - 12% cash interest, 2% added to principal amount of debt
6/23/2015			119				935,210			Refinanced May 20, 2015 debt, 14% interest - 12% cash, 2% added to principal
5/20/2015			465				762,295			14% cash interest
		$	3,184				6,266,076
Debt discount			(909	)
Additional Principal			5
Total Long term		$	2,280

Obligations under the secured convertible promissory notes are secured by a grant of collateral security in all of the tangible assets of the co-makers pursuant to the terms of an amended and restated security agreement.

December 2015 Secured Convertible Promissory Notes

On December 28, 2015, we offered and sold to certain accredited investors secured promissory notes in the aggregate principal amount of $1,250 and five-year warrants to purchase up to 2,232,143 shares of Creative Realities’ common stock at a per-share price of $0.28 (subject to adjustment), all pursuant to a securities purchase agreement. Our principal subsidiaries — Creative Realities, LLC, Wireless Ronin Technologies Canada, Inc., and Conexus World Global, LLC — were also parties to the securities purchase agreement and are co-makers of the secured convertible promissory notes. In connection with the offer and sale of the above-described secured convertible promissory note, we incurred commissions to a placement agent aggregating $77. Additionally, in connection with the offer and sale of the above-described secured convertible promissory notes, the Company issued on December 22, 2015 five-year warrants to purchase up to 1,750,000 shares of Creative Realities’ common stock at a per share price of $0.28 (subject to adjustment) in consideration of additional covenants and facilitating the financing. The fair value of the warrants on the issuance date was $361. See Note 12, for the black scholes inputs used to calculate the fair value of the warrants.

The secured promissory notes mature on April 15, 2017, unless the holder of a note elects to extend the maturity date for an additional six-month period in which case such note will mature on October 15, 2017. At any time prior to the maturity date, the investors may convert the outstanding principal and accrued and unpaid interest into Creative Realities’ common stock at a conversion price equal to $0.28 per-share (subject to adjustment).

In connection with the private placement, the Company and the investors entered into registration rights agreements requiring Creative Realities to file a registration statement, on or prior to February 11, 2016, under the Securities Act of 1933 to register the resale of the shares of its common stock issuable upon conversion of the secured notes and upon exercise of the warrants. The registration statement was filed on February 11, 2016, but is not yet effective.

October 2015 Secured Convertible Promissory Notes

On October 26, 2015, Creative Realities, Inc. entered into a Securities Purchase Agreement with an accredited investor under which it offered and sold a secured convertible promissory note in the principal amount of $300 together with a five-year warrant to purchase up to 535,714 shares of common stock at a per-share price of $0.28, in a private placement exempt from registration under the Securities Act of 1933. Our principal subsidiaries — Creative Realities, LLC, Wireless Ronin Technologies Canada, Inc., and Conexus World Global, LLC — were also parties to the Securities Purchase Agreement and are co-makers of the secured convertible promissory note. In connection with the offer and sale of the above-described secured convertible promissory note, we incurred commissions to a placement agent aggregating $15. The fair value of the warrants on the issuance date was $61. See Note 12, for the black scholes inputs used to calculate the fair value of the warrants.

On October 15, 2015, the Company entered into a Securities Purchase Agreement with an accredited investor under which it offered and sold a $500 14% interest secured convertible promissory note in the principal amount of $500 together with an immediately exercisable five-year warrant to purchase up to 892,857 shares of common stock at a per-share price of $0.28, in a private placement exempt from registration under the Securities Act of 1933. In connection with the offer and sale of the above-described secured convertible promissory note, we incurred commissions to a placement agent aggregating $25. The fair value of the warrants on the issuance date was $66. See Note 12, for the black scholes inputs used to calculate the fair value of the warrants.

Upon the consummation of a change in control transaction of the company or a default, interest on these secured convertible promissory notes will increase to the rate of 17% per annum. The secured convertible promissory note matures on April 15, 2017, unless the holder of a note elects to extend the maturity date for an additional six-month period, in which case such note will mature on October 15, 2017. At any time prior to the maturity date, the holder of a promissory note may convert the outstanding principal and accrued and unpaid interest into our common stock at a conversion rate of $0.28 per share, subject to adjustment. We may not prepay the secured convertible promissory note prior to the maturity date. The secured convertible promissory note contains other customary terms.

In connection with the offer and sale of the October 26, 2015 secured convertible promissory note, we entered into extension agreements with the holders of two earlier purchased secured convertible promissory notes, dated as of June 23, 2015, containing terms substantially similar to those in the secured convertible promissory note. We entered into the extension agreements primarily to extend the maturity date of those notes to April 15, 2017. This change did not result in a modification of the debt. However, 184,688 shares of common stock were issued to the debtholders in consideration of each of their extension.

On October 15, 2015, the Company entered into a Securities Purchase Agreement with the Company’s CEO under which it offered and sold a secured $150 14% interest convertible promissory note with an immediately exercisable five-year warrant to purchase up to 267,857 shares of common stock at a per-share price of $0.30. The fair value of the warrants on the issuance date was $32. See Note 12, for the black scholes inputs used to calculate the fair value of the warrants.

June 2015 Secured Convertible Promissory Notes

On June 23, 2015, the Company entered into a Securities Purchase Agreement with an accredited investor under which it offered and sold a secured $400 14% interest convertible promissory note with an immediately exercisable five-year warrant to purchase up to 640,000 shares of common stock at a per-share price of $0.30, in a private placement exempt from registration under the Securities Act of 1933. In connection with the offer and sale of the October 26, 2015 secured convertible promissory note, we entered into extension agreements with the holders of this secured convertible promissory notes to extend the maturity date to April 15, 2017 in exchange for 75,000 shares of common stock valued at $16. This change is accounted for as a modification of the debt. The $16.5 is recognized as additional debt discount that will be amortized over the remaining life of the debt.

On May 20, 2015, the Company entered into a Securities Purchase Agreement with an accredited investor under which it offered and sold a secured $465 14% interest convertible promissory note with a five-year warrant immediately exercisable to purchase up to 762,295 shares of common stock at a per-share price of $0.30, in a private placement exempt from registration under the Securities Act of 1933. This secured convertible promissory note together with accrued but unpaid interest and a 25% conversion premium was converted into a $585 - 14% convertible promissory note, maturing on August 18, 2016, with new five-year warrants to purchase up to 935,210 shares of common stock at a price of $0.30 per share, in a private placement exempt from registration under the Securities Act of 1933. The interest is payable 12% in cash and 2% as additional principal amount to the note. The fair value of the warrants on the issuance date was $177. See Note 12, for the black scholes inputs used to calculate the fair value of the warrants.

In connection with the offer and sale of the October 26, 2015 secured convertible promissory note, we entered into extension agreements with the holders of this secured convertible promissory to primarily extend the maturity date to April 15, 2017 in exchange for 109,688 shares of common stock valued at $24. This change is accounted for as a modification of the debt. The $24 is recognized as additional debt discount that will be amortized over the remaining life of the debt.

Demand Promissory Notes

In July 2015, the Company obtained three 1% demand promissory notes in the amounts of $0.1 million, $0.05 million and $0.05 million. These notes are due within ten business days of the holder’s written demand. One of the $0.05 notes was paid in December 2015.

Other Debt

On February 18, 2015, the Company entered into a Securities Purchase Agreement with Mill City Ventures III, Ltd. (“Mill City”), pursuant to which it offered and sold a $1.0 million 14% secured convertible promissory note with an immediately exercisable a five-year warrant to purchase up to 1,515,152 shares of the Company’s common stock at a per-share price of $0.38, in a private placement exempt from registration under the Securities Act of 1933. The interest is payable 12% in cash and 2% as additional principal amount to the note. This note was paid in full on October 15, 2015 and the related debt discount was written off.

We had a note payable to JPMorgan Chase Bank, N.A. that was paid in full on October 1, 2014