Attached files
| file | filename |
|---|---|
| EX-5 - EX-5 - CREATIVE REALITIES, INC. | c25678exv5.htm |
| EX-10.1 - EX-10.1 - CREATIVE REALITIES, INC. | c25678exv10w1.htm |
| EX-10.2 - EX-10.2 - CREATIVE REALITIES, INC. | c25678exv10w2.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2011
Wireless Ronin Technologies, Inc.
(Exact name of registrant as specified in its charter)
| Minnesota | 1-33169 | 41-1967918 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 5929 Baker Road, Suite 475 Minnetonka, Minnesota |
55345 |
|
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (952) 564-3500
(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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On December 6, 2011, Wireless Ronin Technologies, Inc. (the “Company”) entered into a
placement agency agreement (the “Agency Agreement”) with Roth Capital Partners, LLC (the “Placement
Agent”) under which the Placement Agent agreed to serve as the Company’s placement agent for the
Company on a best efforts basis in connection with a registered direct offering by the Company of
up to 3,320,500 shares of the Company’s common stock (the “Offering”). The shares of common stock
to be issued in the Offering will be issued pursuant to Subscription Agreements, also dated
December 6, 2011 (the “Subscription Agreements”), with each investor. The purchase price per share
will be $1.00, resulting in gross proceeds of approximately $3,320,500 before deducting the
Placement Agent’s fees and expenses and other estimated offering expenses. The form of
Subscription Agreement used in the Offering is filed as Exhibit 10.1 to this Current Report on Form
8-K and incorporated by reference in response to this Item 1.01. The closing of the Offering is
expected to take place on or about December 12, 2011, subject to the satisfaction of customary
closing conditions.
Pursuant to the Agency Agreement, at closing, the Company will pay the Placement Agent a fee
equal to 7.0% of the aggregate gross proceeds from the sale of the shares sold at the closing. The
Company also agreed to pay the Placement Agent its reasonable out-of-pocket expenses; provided
however, that in no event will the amount of fees and expenses paid to the Placement Agent exceed
8.0% of the aggregate gross proceeds from the sale of the shares at the closing. The Agency
Agreement contains other terms and conditions that are customary for transactions of this nature.
The Agency Agreement, which appears as Exhibit 10.2 to this report, is incorporated by reference in
response to this Item 1.01. The benefits of the representations and warranties set forth in the
Agency Agreement are intended only for the Placement Agent and the investors in the Offering and do not constitute
continuing representations and warranties of the Company to any future or other investors.
The shares of common stock to be issued in the Offering will be issued pursuant to a
prospectus supplement and accompanying base prospectus which will be filed with the Securities and
Exchange Commission, in connection with a shelf takedown from the Company’s registration statement
on Form S-3 (File No. 333-161700), which was declared effective by the Securities and Exchange
Commission on September 29, 2009. A copy of the opinion of Briggs and Morgan, P.A. relating to the
legality of the issuance and sale of the common stock in the Offering is attached as Exhibit 5
hereto.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(d) See “Exhibit Index.”
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SIGNATURES
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.
| Date: December 7, 2011 | Wireless Ronin Technologies, Inc. |
|||
| By: | /s/ Darin P. McAreavey | |||
| Darin P. McAreavey | ||||
| Senior Vice President and Chief Financial Officer | ||||
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EXHIBIT INDEX
| Exhibit | ||||
| Number | Description | |||
| 5 | Opinion of Briggs and Morgan, P.A. |
|||
| 10.1 | Form of Subscription Agreement. |
|||
| 10.2 | Placement Agency Agreement between the Registrant and Roth Capital Partners, LLC dated
December 6, 2011. |
|||
| 23 | Consent of Briggs and Morgan, P.A. (included in Exhibit 5). |
|||
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