The integration of these two technologies is expected to differentiate the combined company and provide for a much better go-to-market strategy than the two companies could separately. No foreign currency gain or loss was recorded in We asked MediaTile in a responsive letter to keep us apprised of their patent application progress in the Patent Office. We could be subject to claims of infringement of third party intellectual property rights, which could result in significant expense and could ultimately result in the loss of our intellectual property rights. When the merger is completed, each Broadcast option and warrant that remains outstanding and unexercised following the Effective Time will be become exercisable for Wireless Ronin common stock. Actual results could differ from those estimates.
Translation adjustments result from translating its financial statements into the reporting currency, the U. If this Form is filed to register additional securities for an offering pursuant to Rule b under the Securities Act check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. A broker non-vote will not be considered a vote cast at the Broadcast special meeting. Short-term note payable converted into common stock. The combined company will not be able to continue operating without additional financing. A summary of the significant accounting policies consistently applied in the preparation of the accompanying financial statements follows:. The Board determined that engaging PBC for financing was not appropriate at that time.
Despite our precautions, unauthorized third parties might copy certain portions of our software or reverse engineer and use information that we regard as proprietary.
Web-based Management System.
Some of our competitors or potential competitors have significantly greater financial, technical and marketing resources than our company. If your shares of Broadcast common stock are registered directly in your name, you may vote: Our future success will depend upon many factors, including factors which may be beyond our control or which cannot be predicted at this time. Each element of our multiple element arrangement qualifies for separate accounting with the exception of undelivered maintenance and service fees.
We and NewSight also agreed to a mutual release of all claims except obligations arising under the Turnover and Surrender Agreement.
If our efforts to combat these malicious applications fail, or if our products eonin services have actual or perceived vulnerabilities, there may be claims based on such failure or our reputation may be harmed, which would damage our business and financial condition.
Accumulated other comprehensive income loss.
Our depreciation and amortization expense consists primarily of depreciation of computer equipment and office furniture and the amortization of purchased software, leasehold improvements made to our leased facilities and amortization of our acquisition-related intangible assets recorded from our acquisition of McGill Digital Solutions in August Wireless Ronin announces the execution of a definitive Merger Agreement with Broadcast.
Adequate funds for its operations, whether from financial markets, collaborative or other arrangements, may not be available when needed or on terms attractive to Wireless Ronin, especially from markets which continue to be risk averse. If you do not instruct your broker, bank or other nominee, they will not be able to vote your shares on either proposal at the meeting.
Wireless Ronin Technologies, Inc. Instead, the shares of Wireless Ronin common stock to which such Broadcast shareholder is entitled shall be aggregated and then rounded down to the nearest whole share of Wireless Ronin common stock. Third, if you are a holder of record, you can attend the special meeting and vote in person. Broadcast is not able to control the sales and marketing efforts of these third parties. Our operators send schedules and content, gather data from the field, flag and elevate field issues and handle customer calls.
Inventories consist principally of finished goods, product components and software licenses. A change in exchange rates between the functional currency and the currency in which the transaction is denominated increases or decreases the expected amount of functional currency cash flows upon settlement of the transaction. In addition, Broadcast has 20 pending U. Wireless Ronin has relied on shelf registration statements on Form S-3 for most of its financings in recent years, and accordingly these limitations may harm its ability to raise needed capital.
Registrar and Transfer Company will act as exchange agent for the merger and will forward detailed instructions to you regarding the surrender of your share certificates, together with a letter of transmittal, promptly after the merger is completed. Expenses and Termination Fees. Wireless Ronin or the exchange agent may require the owner of such certificate to deliver a bond as indemnity against any claim that may be made against them with respect to the Broadcast certificates alleged to have been lost, stolen or destroyed.
There can be no assurance that Wireless Ronin will successfully complete any future equity or debt financing. The amount of shares to be issued to convert such debt may be greater or less, and it is a condition to the closing of the merger that such debt be settled.
Broadcast has sustained and may continue to sustain substantial losses. Depreciation and amortization expense. In the merger, a newly created wholly owned subsidiary of Wireless Ronin will be merged with and into Broadcast, and Broadcast will survive the merger and become a wholly owned subsidiary of Wireless Ronin.
The following matters, among others, may have a material adverse effect on our business, financial condition, liquidity, results of operations or prospects, financial or otherwise, or on the trading price of our common stock.
For time-and-materials contracts, we recognize revenue as services are performed. The options vest over a four year period and have exercise periods of five years. So what is digital signage? Research and development expenses consist primarily of development personnel and non-employee contractor costs related to the development of new products and services, enhancement of existing products and services, quality assurance and testing.
Salt Lake City, UT Fisk on November 12, Wireless Ronin does not know whether or when it will become profitable. Our prospective customers often take a long time to evaluate our products, with this lengthy and variable sales cycle making it difficult to predict our operating results.
We revise the recorded estimates when better information is available, facts change or we can determine actual amounts.
Our future capital requirements, however, will depend on many factors, including our ability to successfully market and sell our products, develop new products and establish and leverage our strategic partnerships and reseller relationships. There are no familial relationships between any director or executive officer. Under the loan and security agreement between Wireless Ronin and Silicon Valley Bank, Wireless Ronin requires the prior written consent of Silicon Valley Bank to enter into a merger or acquisition, or to incur additional indebtedness.
Difficult economic conditions have adversely affected certain industries in particular, including the automotive and restaurant industries, in which Wireless Ronin has major customers. The surrendered certificates will be canceled. Will Wireless Ronin shareholders receive any shares as a result of the merger? In order to protect such rights, the shareholder must adhere to all of the requirements set forth under Utah law.
Gain on extinguishment of liabilities. Koller that the merger agreement between Broadcast and AllDigital was terminated. In the event of a multiple element arrangement, the Company evaluates if each element represents a separate unit of qramark taking into account all factors following the guidelines set forth in Emerging Issues Task Force Issue No.