UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Wireless Ronin Technologies, Inc.
(Exact name of registrant as specified in its charter)
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Minnesota
(State or other jurisdiction
of incorporation)
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1-33169
(Commission
File Number)
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41-1967918
(IRS Employer
Identification No.) |
(952) 564-3500
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of
the registrant under any of the following provisions (see General
Instruction A.2):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
As previously reported, in October 2007, NewSight Corporation (
“NewSight”) issued a Secured
Promissory Note to
our company (the
“Note”), which was to mature on the first to occur of (1)
successful completion of NewSight’s financing efforts, or (2)
December 31, 2007. NewSight has
advised us that it is in the process of raising capital, and has requested that the maturity date
of the Note be extended.
On
January 7, 2008, we entered into a letter agreement with NewSight (the
“Letter Agreement”),
pursuant to which the Note will mature on the first to occur of (1) successful completion of
NewSight’s financing efforts, or (2)
March 31, 2008, provided that NewSight pays us the amount due
under the Letter Agreement. Under the Letter Agreement, we agreed to credit NewSight customer
deposits aggregating $277,488 against the amount payable under the Note, retroactive to its date of
issuance. As a result of this credit, the current principal balance of the Note is $2,339,979. The
Letter Agreement also provides that the amount due under the Note will be due and payable
immediately upon the occurrence of one or more of the following events: (1) termination of
NewSight’s relationship with its banker; (2) NewSight’s breach of or default under any agreement by
and between New Sight and
our company, including the Letter Agreement; or (3) NewSight’s completion
of a financing transaction which yields gross proceeds of at least $5,000,000, excluding any
financing solely from Prentice Capital Management, L.P. or its affiliates. The Letter Agreement
specifies that no additional credit shall be extended to NewSight by us pursuant to the Note.
Pursuant to the terms of the Letter Agreement, NewSight and
our company terminated (1) the
physician office agreement pursuant to which
our company had been selected to develop the
“NewSight
On Health” physicians network consisting of approximately 2,000 physician offices throughout the
U.S., (2) the Pyramid mall agreement pursuant to which
our company was to develop NewSight’s
Pyramid Mall network consisting of approximately 13 large upscale malls, and (3) the 3-D software
development agreement pursuant to which
our company had been engaged to enhance NewSight’s software
development initiatives for its 3-D media technology. NewSight agreed to pay us $175,000,
representing the amount due to us under the 3-D software development agreement. NewSight agreed to pay $75,000 on or before
January 9, 2008,
and the remaining $100,000 was added to the principal balance of the Note.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.