M-wise, Inc. (MWIS)

[HDOGTX]

VRINGO INC FILES (8-K) Disclosing Other Events, Financial Statements and Exhibits Edgar Online   "Glimpses"
Item 8.01. Other Events.

On March 8, 2011 , Vringo, Inc. (the "Company") issued a press release announcing that it had entered into a non-binding letter of intent to acquire substantially all of the assets of m-Wise, Inc. ("m-Wise"). M-Wise provides a platform used by leading content owners and service providers to manage, deliver and monetize mobile entertainment, content and applications. In exchange for m-Wise's assets, the Company will issue m-Wise 1.9 million shares of its common stock, provide m-Wise's management with a retention package comprised of options to purchase 500,000 shares of common stock, assume and pay over a two year period certain of m-Wise's expenses and related costs in the amount of $615,000 and assume certain other liabilities of m-Wise . The Company will also issue a five-year promissory note for $320,000 convertible into 200,000 shares of its common stock for certain services provided in connection with the transaction.

The proposed transaction is subject to the satisfactory completion of due diligence by the Company, the execution of a definitive agreement, regulatory approval, and the approval of both the boards of directors and stockholders of the Company and m-Wise .

A copy of the press release announcing the execution of the letter of intent is attached hereto as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Press Release, dated March 8, 2011

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