Business Context and Reporting Period
This Form 8-K was filed by Wireless Ronin Technologies, Inc. on November 12, 2009. The report details the entry into a material definitive agreement regarding a registered direct offering of common stock. Note: The request metadata lists "CREATIVE REALITIES, INC.", but the filing text explicitly identifies the registrant as Wireless Ronin Technologies, Inc.
Key Financial Metrics and Transaction Details
- Offering Size: 318,000 shares of common stock.
- Purchase Price: $2.90 per share.
- Gross Proceeds: Approximately $922,200.
- Placement Agent Fee: 6.0% of gross proceeds.
- Expense Allowance: 1.0% of gross proceeds (non-accountable) plus reimbursement of accountable expenses up to $7,500.
- Expected Closing Date: On or about November 17, 2009.
The filing does not provide current revenue, profit, cash flow, margins, debt, or liquidity metrics for the company.
Material Changes
The primary material change is the execution of a Placement Agency Agreement with Feltl and Company, Inc. on a best efforts basis to facilitate the equity offering. This represents a new capital raise event rather than a change in operational performance metrics.
Guidance, Outlook, and Risks
Outlook: The company expects to close the offering on or about November 17, 2009, subject to customary closing conditions. The shares will be issued pursuant to a prospectus supplement filed under a shelf registration statement (Form S-3, File No. 333-161700) declared effective on September 29, 2009.
Risks and Contingencies: The closing is contingent upon the satisfaction of customary conditions. The representations and warranties in the Agency Agreement are intended solely for the investors in this specific offering and do not constitute continuing warranties to future investors.
Investor Verification Checklist
- Verify the actual closing date of the offering (expected November 17, 2009).
- Confirm the final net proceeds after deducting the 6.0% placement fee and expense allowances.
- Review the filed Prospectus Supplement and Base Prospectus for full terms of the offering.
- Check subsequent filings for any updates on the use of proceeds or changes in the offering structure.