Prospectus Supplement No. 2

(to Final Prospectus dated February 9, 2007)

     This Prospectus Supplement No. 2 supplements and amends the final prospectus dated February 9, 2007, as supplemented and amended by Supplement No. 1 thereto dated February 16, 2007 (collectively the “Final Prospectus”), relating to the sale from time to time of up to 5,935,766 shares of our common stock by certain selling shareholders.

     On March 2, 2007, we filed with the U.S. Securities and Exchange Commission the attached Form 8-K that relates to the Company’s relationship with NewSight Corporation.

     This Prospectus Supplement No. 2 should be read in conjunction with the Final Prospectus and is qualified by reference to the Final Prospectus except to the extent that the information in this Prospectus Supplement No. 2 supersedes the information contained in the Final Prospectus.

     Our shares of common stock trades on The Nasdaq Capital Market under the symbol “RNIN.” On February 28, 2007, the last reported sale price of our common stock was $6.45 per share.

Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on
page 5 of the Final Prospectus dated February 9, 2007.

     Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this Prospectus Supplement No. 2 is truthful or complete. Any representation to the contrary is a criminal offense.

The date of this Prospectus Supplement No. 2 is March 2, 2007.

 

 

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

Date of report (Date of earliest event reported) February 26, 2007

Wireless Ronin Technologies, Inc.

(Exact name of registrant as specified in its charter)

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

14700 Martin Drive
Eden Prairie, Minnesota 55344
(Address of principal executive offices, including zip code)

(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):

o		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 8.01 OTHER EVENTS.

     Following a proposal submitted to NewSight Corporation (“NewSight”), Wireless Ronin Technologies, Inc. was authorized on February 26, 2007 to proceed to implement digital signage systems, including its RoninCast^® management software, for NewSight’s initial rollout of network installations in 13 large, upscale malls. These network installations will begin in the first half of 2007. In addition, Wireless Ronin will work with NewSight to implement its launch, installation and operation of an initial rollout of a digital signage network in physicians’ offices throughout the U.S., consisting of a waiting room display network to educate patients on medical procedures and provide office information. Wireless Ronin will provide hardware procurement, project management and installation for both the mall and physicians’ office digital signage installations. NewSight also authorized Wireless Ronin to develop software for its patented 3-D platform. Wireless Ronin has not made a projection as to the future revenue expected from this customer relationship. Wireless Ronin expects to enter into one or more agreements with NewSight to formalize this relationship.

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.