Attached files
file | filename |
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EX-5 - EX-5 - CREATIVE REALITIES, INC. | d496359dex5.htm |
EX-10.1 - EX-10.1 - CREATIVE REALITIES, INC. | d496359dex101.htm |
EX-10.3 - EX-10.3 - CREATIVE REALITIES, INC. | d496359dex103.htm |
EX-10.2 - EX-10.2 - CREATIVE REALITIES, INC. | d496359dex102.htm |
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
March 4, 2013
Date of report (Date of earliest event reported)
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, including zip code)
(952) 564-3500
(Registrants telephone number, including area code)
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 (see General Instruction A.2):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | 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 March 4, 2013, 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 Companys placement agent on a reasonable best efforts basis in connection with a registered direct offering by the Company of up to 868,000 units at a price of $1.80 per unit, each consisting of one share of the Companys common stock and one five-year warrant to purchase 0.50 of a share of the Companys common stock, with exercisability commencing six months and one day after issuance, at an exercise price of $2.73 per share (the Offering). The securities to be issued in the Offering will be issued pursuant to Subscription Agreements, also dated March 4, 2013 (the Subscription Agreements), with each investor. The Company expects to obtain gross proceeds of approximately $1.56 million before deducting the Placement Agents fees and expenses and other estimated offering expenses. The Company expects net proceeds of approximately $1.3 million. The forms of Subscription Agreement and Warrant used in the Offering are filed as Exhibit 10.1 and Exhibit 10.2, respectively, 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 March 8, 2013, 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. The Agency Agreement contains other terms and conditions that are customary for transactions of this nature. The Agency Agreement, which appears as Exhibit 10.3 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 securities to be issued in the Offering will be issued pursuant to the applicable prospectus supplement and accompanying base prospectus which will be filed with the Securities and Exchange Commission (the Commission), in connection with a shelf takedown from the Companys registration statement on Form S-3 (File No. 333-185885), which was declared effective by the Commission on January 31, 2013. 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: March 5, 2013 | Wireless Ronin Technologies, Inc. | |||||
By: | /s/ Scott N. Ross | |||||
Scott N. Ross | ||||||
Senior Vice President, General Counsel and Secretary |
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EXHIBIT INDEX
Exhibit |
Description | |
5 | Opinion of Briggs and Morgan, P.A. | |
10.1 | Form of Subscription Agreement for March 2013 Registered Direct Offering. | |
10.2 | Form of Warrant for March 2013 Registered Direct Offering. | |
10.3 | Placement Agency Agreement between the Registrant and Roth Capital Partners, LLC dated March 4, 2013. | |
23 | Consent of Briggs and Morgan, P.A. (included in Exhibit 5). |
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