form8k111209.htm

ITEM 1.01

ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 12, 2009, Wireless Ronin Technologies, Inc. (the “Company”) entered into a placement agency agreement (the “Agency Agreement”) with Feltl and Company, Inc. (the “Placement Agent”) under which the Placement Agent agreed to serve as exclusive placement agent for the Company on a best efforts basis in connection with a registered direct offering by the Company of 318,000 shares of the Company’s common stock (the “Offering”). The shares of common stock to be issued in the Offering will be issued pursuant to Subscription Agreements, also dated November 12, 2009 (the “Subscription Agreements”), with each investor. The purchase price per share will be $2.90, resulting in gross proceeds of approximately $922,200, before deducting the Placement Agent’s fees and estimated offering expenses. The form of Subscription Agreement used in the Offering is filed as Exhibit 10.1 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 November 17, 2009, 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 6.0% of the gross proceeds from the Offering. The Company also agreed to reimburse the Placement Agent for accountable expenses not to exceed $7,500 and to pay the Placement Agent a non-accountable expense allowance equal to 1.0% of the Offering’s 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 10.2 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 investors in the Offering and do not constitute continuing representations and warranties of the Company to any future or other investors.

The shares of common stock to be issued in the Offering will be issued pursuant to a prospectus supplement and accompanying base prospectus which will be filed with the Securities and Exchange Commission, in connection with a shelf takedown from the Company’s registration statement on Form S-3 (File No. 333-161700), which was declared effective by the Securities and Exchange Commission on September 29, 2009. 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.”

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: November 13, 2009

Wireless Ronin Technologies, Inc.

By: /s/ Darin P. McAreavey

Darin P. McAreavey

Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit

Number Description

5	Opinion of Briggs and Morgan, P.A.

10.1	Form of Subscription Agreement.

10.2	Placement Agency Agreement between the Registrant and Feltl and Company, Inc., dated November 12, 2009.

23	Consent of Briggs and Morgan, P.A. (included in Exhibit 5).

Minnesota	1-33169	41-1967918
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)