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RNIN > SEC Filings for RNIN > Form 8-K on 23-Dec-2013All Recent SEC Filings

Show all filings for WIRELESS RONIN TECHNOLOGIES INC

Form 8-K for WIRELESS RONIN TECHNOLOGIES INC


23-Dec-2013

Entry into a Material Definitive Agreement, Creation of a Direct


ITEM 1.01ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Between December 17, 2013 and December 20, 2013, Wireless Ronin Technologies, Inc. (the "Company") entered into note and warrant purchase agreements ("Purchase Agreements") pursuant to which it agreed to sell an aggregate of $1,075,000 in unsecured convertible promissory notes, along with warrants to purchase 1,075,000 shares of the Company's common stock, in a private placement transaction with certain accredited investors. The notes mature two years after issuance, require the payment of interest at the rate of 4% per year (payable on maturity), and are convertible, at the holder's option, into unregistered shares of the Company's common stock at a conversion price of $0.50 per share. The warrants are immediately exercisable, expire three years after issuance, have a cashless exercise feature, and may be exercised to purchase unregistered shares of the Company's common stock at an exercise price of $0.75 per share. Pursuant to subordination agreements ("Subordination Agreements") entered into by each investor, the Company and Silicon Valley Bank (the "Bank"), the securities are subordinated to the Company's obligations to the Bank. The Company expects to obtain net proceeds at closing of approximately $1,025,000, which the Company plans to use for general corporate purposes, including working capital.

The forms of Purchase Agreement (including the form of Unsecured Convertible Promissory Note and the form of Common Stock Purchase Warrant) and Subordination Agreement used in this private placement are filed as Exhibit 10 to this Current Report on Form 8-K and incorporated by reference in response to this Item 1.01.



ITEM 2.03CREATION OF A DIRECT FINANCIAL OBLIGATION OR AND OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

The information set forth in response to Items 1.01 and 3.02 of this Current Report on Form 8-K regarding our unsecured convertible promissory notes is incorporated by reference in response to this Item 2.03.



ITEM 3.02UNREGISTERED SALES OF EQUITY SECURITIES

Between December 18, 2013 and December 20, 2013, the Company issued an aggregate of $1,075,000 in unsecured convertible promissory notes, along with warrants to purchase an aggregate of 1,075,000 shares of the Company's common stock, in a private placement transaction with certain accredited investors pursuant to the Purchase Agreements and Subordination Agreements reported in response to Item 1.01 of this Current Report on Form 8-K.

The information set forth in response to Item 1.01 of this Current Report on Form 8-K, including the terms of conversion and exercise of such securities, is incorporated by reference in response to this Item 3.02.

The foregoing issuances were made in reliance upon the exemption provided in
Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D. The certificates representing such securities contain restrictive legends preventing sale, transfer or other disposition, unless registered under the Securities Act. The recipients of such securities received, or had access to, material information concerning the Company, including, but not limited to, the Company's reports on Form 10-K, Form 10-Q, and Form 8-K, as filed with the SEC. No discount or commission was paid in connection with the issuance of these securities.




ITEM 9.01FINANCIAL STATEMENTS AND EXHIBITS.

(d) See "Exhibit Index."


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