Attached files
| file | filename |
|---|---|
| EX-3.2 - NEOMEDIA TECHNOLOGIES INC | v206021_ex3-2.htm |
| EX-10.7 - NEOMEDIA TECHNOLOGIES INC | v206021_ex10-7.htm |
| EX-10.1 - NEOMEDIA TECHNOLOGIES INC | v206021_ex10-1.htm |
| EX-10.3 - NEOMEDIA TECHNOLOGIES INC | v206021_ex10-3.htm |
| EX-10.2 - NEOMEDIA TECHNOLOGIES INC | v206021_ex10-2.htm |
| EX-10.6 - NEOMEDIA TECHNOLOGIES INC | v206021_ex10-6.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): December 15, 2010
NeoMedia Technologies,
Inc.
(Exact
Name of Registrant as Specified in Charter)
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Delaware
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0-21743
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36-3680347
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification
No.)
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Two Concourse Parkway, Suite 500, Atlanta,
GA
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30328
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(Address
of principal executive offices)
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(Zip
code)
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|
Registrant's
telephone number, including area code:
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(678)
638-0460
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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:
|
¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|
¨
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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
Agreement
and Debenture Closing, December, 2010
On
December 15, 2010, NeoMedia Technologies, Inc., a Delaware corporation (the
“Company”), entered into an
Agreement (the “Agreement”), a copy
of which is attached hereto as Exhibit 10.1 and
incorporated by reference herein, to issue and sell a secured convertible
debenture to YA Global Investments, L.P. (the “Buyer”) in the
principal amount of $450,000 (the “Debenture”), a copy
of which is attached hereto as Exhibit 10.2 and
incorporated by reference herein. The closing of the transaction was held on
December 15, 2010. In addition to the Debenture, the Company also issued a
warrant to the Buyer to purchase 1,250,000 shares of the Company’s common stock,
par value $0.001 per share (the “Common Stock”), for
an exercise price of $0.10 per share (the “Warrant”), a copy of
which is incorporated by reference herein and attached hereto as Exhibit
10.3.
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
Buyer 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 $0.10 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 certain pledges made with
respect to the assets of the Company and its subsidiaries as set forth in the
Fifth Ratification Agreement dated December 15, 2010 (the “Fifth Ratification
Agreement”), and that certain Security Agreement (the “Security Agreement”)
and 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 Buyer. Copies of the
Security Agreement and the Patent Security Agreement are incorporated by
reference herein and attached by reference hereto as Exhibits 10.4 and
10.5,
respectively. The Fifth Ratification Agreement is incorporated by reference
herein and attached as Exhibit 10.6
hereto.
In
connection with the Agreement, the Company also entered into those certain
Irrevocable Transfer Agent Instructions with the Buyer dated December 15, 2010
(the “ITAI”),
an escrow agent and WorldWide Stock Transfer, LLC, the
Company’s transfer agent, a copy of which is incorporated herein by reference
and attached hereto as Exhibit 10.7
hereto.
The
Company shall not affect any conversion, and the Buyer shall not have the right
to convert any portion of the Debenture to the extent that after giving effect
to such conversion, the Buyer (together with the Buyer’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
Buyer.
The
Company shall have the right to redeem a portion or all amounts outstanding
(subject to certain conditions) in the Debenture via Optional 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
foregoing descriptions of the Agreement, Debenture, Warrant, Security Agreement,
Patent Security Agreement, Fifth Ratification 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, and 10.7, respectively,
to this Current Report on Form 8-K and incorporated herein by
reference.
Item
3.02. Unregistered Sales of Equity Securities
See Item
1.01 herein above.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year
Amendment
to the Bylaws of the Company
On
December 16, 2010, the Board of Directors (the "Board") of the Company amended the
Company's Bylaws to provide for: a change in the procedure to call for a special
meeting of the Board by any member of the Board, and the rules for notice of
meetings; a separation in the position of Chairperson of the Board from that of
the Company’s Chief Executive Officer; revisions to the duties and
responsibilities of the officers of the Company; changes to the roles of
committees of the Board and a requirement for the Board to approve committee
recommendations to the Board; and the creation of, and the definition of the
role of, an “Executive
Committee” of
the Board.
A
complete copy of the Bylaws, as amended, is included as Exhibit 3.2 to this
Current Report on Form 8-K and is incorporated herein by reference.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibit
No. Description:
|
EXHIBIT
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DESCRIPTION
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LOCATION
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||
| Exhibit 3.2 | Bylaws of Neomedia Technologies, Inc. adopted December 16, 2010 |
Provided
Herewith
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||
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Exhibit
10.1
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Agreement,
dated December 15, 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, No. NEOM-10-5, dated December 15,
2010, issued by the Company to YA Global Investments,
L.P.
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Provided
Herewith
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Exhibit
10.3
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Warrant,
No. NEOM-1210, dated December 15, 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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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 10.3 in the Company’s Current Report on Form 8-K
as filed with the SEC on August 4, 2008
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||
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Exhibit
10.5
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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
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||
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Exhibit
10.6
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Fifth
Ratification Agreement, dated December 15, 2010, 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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Provided
Herewith
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||
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Exhibit
10.7
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Irrevocable
Transfer Agent Instructions, dated December 15, 2010, by and among the
Company, the Buyer, 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.
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Date: December
21, 2010
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NEOMEDIA
TECHNOLGIES, INC.
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By:
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/s/ Michael
Zima
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Name:
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Michael
Zima
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Its:
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Chief
Financial Officer
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