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WIRELESS RONIN TECHNOLOGIES INC FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Unregistered Sale of Equity Securities, Financial Statements and Exhibits

June 13, 2014



Item 1.01. Entry Into Material Definitive Agreement.

On June 5, 2014, Wireless Ronin Technologies, Inc. (the "Company") entered into a Securities Purchase Agreement with certain investors, pursuant to which it offered and issued unsecured convertible promissory notes yielding aggregate gross proceeds of $370,000, and issued three-year warrants to purchase up to 92,500 shares of the Company's common stock at a per-share price of $0.75, in a private placement exempt from registration under the Securities Act of 1933.

The promissory notes bear interest at the annual rate of 10%, and mature on December 3, 2015. At any time prior to the maturity date, any holder of a promissory note may convert the outstanding principal and accrued and unpaid interest at a conversion rate of $0.65 per share, as adjusted for stock splits and similar adjustments. The promissory notes convert automatically into shares of common stock of the Company upon the consummation of a change in control transaction of the Company, or, if after June 5, 2015, the Company's shares of common stock trade at a price equal to or greater than $1.50 per share for at least 20 consecutive trading days. If a change in control transaction occurs, the conversion price will be adjusted downward (but not upward) to equal the price at which the Company sells any shares of common stock in connection with such transaction. The Company may prepay the promissory notes after three months without penalty. The promissory notes contain other customary terms.

The Company offered the foregoing securities in reliance on the statutory exemptions from registration under Section 4(a)(2) of the Securities Act, including Rule 506 promulgated thereunder. The Company relied on this exemption based on the fact that all investors were accredited investors. The securities offered and sold in the private placement are not registered under the Securities Act of 1933, and therefore may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The disclosure about the private placement contained in this report does not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, and is made only as required under applicable rules for filing current reports with the SEC, and as permitted under Rule 135c of the Securities Act of 1933.

The foregoing disclosure is qualified by the forms of promissory note, warrant and purchase agreement attached this report as Exhibits 10.1, 10.2 and 10.3, respectively.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The disclosures about the issuance of the promissory notes contained in Item 1.01 above are hereby incorporated into this Item. The Company's obligations under the promissory notes may be accelerated upon customary events, such as payment defaults and events of bankruptcy.

Item 3.02. Unregistered Sales of Equity Securities.

The disclosures in Item 1.01 with regards to the issuance by the Company of promissory notes convertible into shares of common stock, and warrants providing the right to purchase common stock, are hereby incorporated into this Item.

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Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description 10.1 Form of Securities Purchase Agreement dated June 5, 2014, by and among Wireless Ronin Technologies, Inc. and the investors party thereto (filed herewith) 10.2 Form of Unsecured Convertible Promissory Note dated June 5, 2014 (filed herewith) 10.3 Form of Warrant dated June 5, 2014 (field herewith)


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Source: Edgar Glimpses


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