SecProbe.io

May 8, 2014

Via E -Mail
Scott W. Koller
President & Chief Executive Officer
Wireless Ronin Technologies, Inc.
5929 Baker Road, Suite 475
Minnetonka, MN 55345

Re: Wireless Ronin Technologies, Inc.
  Joint Registration Statement /Proxy Statement  on Form S-4
Filed April 15, 2014
  File No.  333-195278

Dear Mr. Koller:

We have limited our review of your filing to those issues we have addressed in our
comments.  In  some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.

Please respond to this letter by amending your filing and providing the requested
information .  Where you do not believe our comments apply t o your facts and circumstances or
do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comment s.

General
1. We note that your disclosure of the merger consideration payable to Broadcast security
holders is based on several assumptions, including the estimated number of outstanding
Wireless Ronin shares of common stock on a “modified fully diluted b asis” and the
estimated number of Broadcast shares of common stock on an as converted basis as of
the effective time.  Please revise as necessary to ensure that you describe the minimum
consideration expected  to be received by Broadcast security holders on  an individual
basis (for example on a per -share, per -100-share or similar basis).  To the extent the exact
amount of stock consideration may vary from the estimate currently set forth in the filing,
please revise to disclose in an appropriate place the re asonably possible range  of the
merger  consideration  Broadcast security holders will receive on an individual basis,
based on recent estimates of the inputs into the formula for determining consideration.
Please ensure that your disclosure notes the signif icant assumptions upon which your
estimates are based .  You may wish to provide disclosure regarding the range of
consideration payable under “What You Will Receive in the Merger” on page 18 and/or

Scott W. Koller
Wireless Ronin Technologies, Inc.
May 8, 2014
Page 2

 in the discussion of the merger agreement beginning on pag e 60, with a cross reference
on your cover page.
2. Please clarify what is meant by the term “calculated on a modified fully diluted basis” in
your description of how the merger consideration will be calculated.
3. Please update disclosure throughout your Form S -4 to reflect the changes in how the
merger consideration will be calculated and paid pursuant to the amendment to the
merger agreement disclosed  in your Form 8 -K filed on April 17, 2014.

We urge all persons who are responsible for the accuracy and adequa cy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   Since the company and its management are in
possession of all facts relating to a company ’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.

Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written  statement from the company
acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;

 the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

 the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.

Please refer to Rule  461 regarding requests for  acceleration .  We w ill consider a written
request for acceleration of the effective date of the registration statement as confirmation of the
fact that those requesting acceleration are aware of their respective responsibilities under the
Securities Act of 1933 and the Secur ities Exchange Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration statement.  Please allow
adequate time  for us to review any amendment prior to the requested effective date of the
registration statement.

Scott W. Koller
Wireless Ronin Technologies, Inc.
May 8, 2014
Page 3

 Please contact Katherine Wray, Attorney -Advisor, at (202) 551 -3483, or in her absence,
me at (202) 551 -3462  with any questions.

Sincerely,

 /s/ Mark P.  Shuman

Mark P. Shuman
Branch Chief – Legal

cc:  Via E-mail
 Paul D. Chestovich
 Maslon Edelman Bo rman & Brand, LLP