Business Context and Reporting Period
Company: Wireless Ronin Technologies, Inc. (Note: Metadata listed "Creative Realities, Inc." but the filing text identifies the registrant as Wireless Ronin Technologies, Inc.)
Filing Type: Form 8-K (Current Report)
Date of Report: September 12, 2012
Event: Entry into a Material Definitive Agreement regarding a registered direct offering of common stock.
Key Financial Metrics
This filing does not report historical revenue, profit, cash flow, margins, or debt levels. It details the terms of a proposed capital raise:
- Offering Size: Up to 1,738,452 shares of common stock.
- Purchase Price: $0.81 per share (based on the consolidated closing bid price on September 12, 2012).
- Expected Gross Proceeds: Approximately $1.4 million (before fees and expenses).
- Placement Agent Fee: 7.0% of aggregate gross proceeds.
- Expense Cap: Total fees and expenses to the Placement Agent shall not exceed 8.0% of aggregate gross proceeds.
Material Changes
The filing reports the execution of a Placement Agency Agreement with Roth Capital Partners, LLC on September 12, 2012. This agreement facilitates a registered direct offering under a shelf registration statement (Form S-3, File No. 333-161700) declared effective in 2009. No prior period financial comparisons are provided in this document.
Guidance, Outlook, and Risks
- Outlook: The closing of the offering is expected on or about September 18, 2012, subject to customary closing conditions.
- Process: Shares will be issued pursuant to Subscription Agreements and a prospectus supplement.
- Risks/Contingencies: The transaction is contingent on the satisfaction of customary closing conditions. The filing notes that representations and warranties in the Agency Agreement are intended only for the Placement Agent and current investors, not future investors.
Investor Verification Checklist
- Verify the final closing date and actual number of shares sold, as the $1.4 million figure is an estimate based on a "best efforts" basis.
- Confirm the final net proceeds after deducting the 7.0% placement fee and any out-of-pocket expenses.
- Review the filed Prospectus Supplement and Subscription Agreement (Exhibit 10.1) for specific investor terms.
- Check subsequent filings to confirm if the offering was fully subscribed or if the closing was delayed/cancelled.