Attached files
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EX-10.4 - NEOMEDIA TECHNOLOGIES INC | v187209_ex10-4.htm |
EX-10.1 - NEOMEDIA TECHNOLOGIES INC | v187209_ex10-1.htm |
EX-10.2 - NEOMEDIA TECHNOLOGIES INC | v187209_ex10-2.htm |
EX-10.7 - NEOMEDIA TECHNOLOGIES INC | v187209_ex10-7.htm |
EX-10.3 - NEOMEDIA TECHNOLOGIES INC | v187209_ex10-3.htm |
EX-10.8 - NEOMEDIA TECHNOLOGIES INC | v187209_ex10-8.htm |
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): May 27,
2010
NeoMedia Technologies,
Inc.
(Exact
Name of Registrant as Specified in Charter)
Delaware
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0-21743
|
36-3680347
|
(State
or other jurisdiction of incorporation)
|
(Commission
File Number)
|
(IRS
Employer Identification
No.)
|
Two Concourse Parkway, Suite 500, Atlanta,
GA
|
30328
|
(Address
of principal executive offices)
|
(Zip
code)
|
Registrant's
telephone number, including area code:
|
(678)
638-0460
|
Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
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:
¨
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
¨
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
¨
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
¨
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
Item
1.01. Entry Into a Material Definitive Agreement
Securities
Purchase Agreement and Debenture Closing, May, 2010
On May
27, 2010, NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), entered into a
Securities Purchase Agreement (the “SPA”), a copy of
which is attached hereto as Exhibit 10.1 and
incorporated by reference herein, to issue and sell a secured convertible
debenture (the “Debenture”) to YA
Global Investments, L.P. (the “Investor”) in the
principal amount $2,006,137, a copy of which is attached hereto as Exhibit 10.2 and
incorporated by reference herein. The closing of the transaction was held on May
28, 2010 (the “Closing”). In
addition to the Debenture, the Company also agreed to issue a warrant to the
Investor to purchase 5,000,000 shares of the Company’s common stock, par value
$0.001 per share (the “Common Stock”), for
an exercise price of $0.30 per share (the “Warrant”), a copy of
which is incorporated by reference herein and attached hereto as Exhibit 10.3. The
Company’s issuance of securities to the Investor pursuant to the SPA was exempt
from the registration requirements of the Securities Act of 1933, as amended
(the “Securities
Act”), pursuant to Section 4(2) of the Securities Act for transactions
not involving a public offering and Rule 506 promulgated thereunder. A Form D
will be filed by the Company, in connection with the issuance of such
securities, on the same day as the filing of this Current Report on Form 8-K.
The Company and the Investor also entered into an agreement whereby they amended
certain terms of all previously issued and outstanding warrants between the
Investor and the Company (the “Global Warrant
Amendment”), a copy of which is incorporated by reference herein and
attached hereto as Exhibit
10.4.
The
Debenture shall mature on July 29, 2012 (the “Maturity Date”) and
shall accrue interest at a rate equal to fourteen percent (14%) per annum and
such interest shall be paid on the Maturity Date (or sooner as provided in the
Debenture) in cash or, provided that certain Equity Conditions are satisfied (as
such term is defined in the Debenture), in
shares of Common Stock at the applicable Conversion Price (as defined in the
Debenture). At any time, the
Investor shall be entitled to convert any portion of the outstanding and unpaid
principal and accrued interest thereon into fully paid and non-assessable shares
of Common Stock at a price equal to the lesser of $0.30 and ninety-five percent
(95%) of the lowest volume weighted average price of the Common Stock during the
sixty (60) trading days immediately preceding each conversion date.
The Debenture is secured by (a) certain Pledged
Property and (b) certain Patent Collateral, as such terms are defined in the
Ratification Agreement dated May 27, 2010 (the “Ratification
Agreement”), and that certain Security Agreement (the “Security Agreement”)
and that certain Patent Security Agreement (the “Patent Security
Agreement”) both dated July 29, 2008, by and among the Company, each of
the Company’s subsidiaries made a party thereto, and the Investor. Copies of the
Security Agreement and the Patent Security Agreement are incorporated by
reference herein and attached by reference hereto as Exhibits 10.5 and
10.6,
respectively. The Ratification agreement is incorporated herein and attached
hereto as Exhibit
10.7.
In
connection with the SPA, the Company also entered into those certain Irrevocable
Transfer Agent Instructions with the Investor, the
Escrow Agent and WorldWide Stock Transfer, LLC, the Company’s transfer
agent (the “ITAI”), a copy of
which is incorporated herein and attached hereto as Exhibit 10.8
hereto.
The
Company shall not affect any conversion, and the Investor shall not have the
right to convert any portion of the Debenture to the extent that after giving
effect to such conversion, the Investor (together with the Investor’s
affiliates) would beneficially own in excess of 9.99% of the number of shares of
Common Stock outstanding immediately after giving effect to such conversion,
except for not less than sixty-five (65)
days prior written notice from the Investor.
The
Company shall have the right to redeem a portion or all amounts outstanding
(subject to certain conditions) in the Debenture through the Optional Cash
Redemption (as defined in the Debenture) by paying the amount equal to the
principal amount being redeemed plus a redemption premium equal to ten percent
(10%) of the principal amount being redeemed, and accrued interest. The Investor
may require a Mandatory Cash Redemption (as defined in the
Debenture) of all or a portion of the Debenture at any time after
August 26, 2010.
A portion
of the proceeds for the Debenture were used to repay in full, including accrued
interest, the promissory note, dated April 1, 2010, and owed by the Company to
the Investor totaling $506,137. The Company paid a $90,000 structuring and due
diligence fee to Yorkville Advisors,
LLC for their services in structuring the transaction. The net proceeds to the
Company were $1,410,000.
The
foregoing descriptions of the SPA, Debenture, Warrant, Global Warrant Amendment,
Ratification Agreement, Security Agreement, Patent Security Agreement and ITAI
do not purport to be complete and are qualified in their entirety by reference
to such documents, which are attached as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, 10.6, 10.7, and 10.8, respectively,
to this Current Report on Form 8-K and incorporated herein by
reference.
Item
3.02. unregistered sales of equity securities
Please see Item 1.01
above.
Item 9.01. financial
statements and exhibits
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d)
Exhibit
No. Description:
EXHIBIT
|
DESCRIPTION
|
LOCATION
|
||
Exhibit
10.1
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Securities
Purchase Agreement, dated May 27, 2010, by and between the Company and YA
Global Investments, L.P.
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Provided
Herewith
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||
Exhibit
10.2
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Secured
Convertible Debenture, dated May 27, 2010, issued by the
Company to YA Global Investments, L.P.
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Provided
Herewith
|
||
Exhibit
10.3
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Warrant
No. 0510, dated May 27, 2010, issued by the Company to YA Global
Investments, L.P.
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Provided
Herewith
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||
Exhibit
10.4
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Global
Warrant Amendment, dated May 27, 2010, issued by the Company to YA Global
Investments, L.P.
|
Provided
Herewith
|
||
Exhibit
10.5
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Security
Agreement, dated July 29, 2008, by and among the Company, each of the
Company’s subsidiaries made a party thereto and YA Global Investments,
L.P.
|
Incorporated
by reference to Exhibit 10.3 in the Company’s Current Report on Form 8-K
as filed with the SEC on August 4, 2008
|
||
Exhibit
10.6
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Patent
Security Agreement, dated July 29, 2008, by and among the Company, each of
the Company’s subsidiaries made a party thereto and YA Global Investments,
L.P.
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Incorporated
by reference to Exhibit 10.4 in the Company’s Current Report on Form 8-K
as filed with the SEC on August 4, 2008
|
||
Exhibit
10.7
|
Ratification
Agreement, dated May 27, 2010, by and among the Company, each of the
Company’s subsidiaries made a party thereto and YA Global Investments,
L.P.
|
Provided
Herewith
|
||
Exhibit
10.8
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Irrevocable
Transfer Agent Instructions, dated May 27, 2010, by and among the Company,
the Investor, David Gonzalez, Esq. and WorldWide Stock Transfer,
LLC
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Provided
Herewith
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: June
3, 2010
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NEOMEDIA
TECHNOLGIES, INC.
|
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By:
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/s/ Michael W.
Zima
|
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Name:
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Michael
W. Zima
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Its:
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Chief
Financial Officer
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