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Subsequent Events
3 Months Ended
Mar. 31, 2014
Subsequent Events [Abstract]  
Subsequent Events

NOTE 7 - SUBSEQUENT EVENTS

 

On April 2, 2014, Wireless Ronin entered into an Executive Employment Agreement with John Walpuck, pursuant to which Mr. Walpuck serves as the Company’s Chief Operating Officer and Chief Financial Officer.  The agreement is effective for a one-year term, which automatically renews for additional one-year periods unless either the Company or Mr. Walpuck elects not to extend the employment term.  The agreement provides for an initial annual base salary of $240,000, subject to annual increases but generally not subject to decreases.  Under the agreement, Mr. Walpuck is eligible to participate in performance-based cash bonus or equity award plans for the Company’s senior executives.  Mr. Walpuck will participate in employee benefit plans, policies, programs, perquisites and arrangements to the extent he meets eligibility and other requirements.  The Company filed a Current Report on Form 8-K on April 2, 2014 disclosing the material terms and conditions of the Executive Employment Agreement and related compensation arrangements with Mr. Walpuck.

 

 

On April 15, 2014, the Company filed with the Securities and Exchange Commission a Registration Statement on Form S-4 in connection with the pending merger between the Company and Broadcast International.  As of May 15, 2014, the Form S-4 was not declared effective by the Securities and Exchange Commission.  

 

 

On April 18, 2014, the Company engaged Merriman Capital, Inc. to help us explore strategic alternatives for the Company, specifically including combination transactions (e.g., mergers, consolidations, share exchanges, etc.). In this regard, on May 5, 2014, we entered into a non-binding letter of intent with a private company in our industry and have begun our due-diligence examination of that company.  The private company has similarly begun its own due-diligence examination of our Company.  The letter of intent contains no binding provisions that are material to us, and presently contemplates a combination transaction in which shareholders of the private company would obtain a majority of the Company’s stock through the issuance of newly issued public common stock. In the event we enter into a binding commitment, or a more definitive status emerges from the due-diligence phase, we will provide updated disclosure.

 

The Company has also engaged a broker-dealer to assist the Company in connection with a planned private placement under Section 4(2) of the Securities Act of 1933, as amended. The securities proposed to be offered in this financing will not be registered under the Securities Act of 1933, as amended, and will be eligible for re-offer or re-sale in the United States absent subsequent registration or the availability of an exemption from such registration requirements.