Attached files
| file | filename |
|---|---|
| EX-10.7 - NEOMEDIA TECHNOLOGIES INC | v194583_ex10-7.htm |
| EX-10.8 - NEOMEDIA TECHNOLOGIES INC | v194583_ex10-8.htm |
| EX-10.6 - NEOMEDIA TECHNOLOGIES INC | v194583_ex10-6.htm |
| EX-10.9 - NEOMEDIA TECHNOLOGIES INC | v194583_ex10-9.htm |
| EX-10.3 - NEOMEDIA TECHNOLOGIES INC | v194583_ex10-3.htm |
| EX-10.1 - NEOMEDIA TECHNOLOGIES INC | v194583_ex10-1.htm |
| EX-10.2 - NEOMEDIA TECHNOLOGIES INC | v194583_ex10-2.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): August 13, 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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¨
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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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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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01. Entry Into a Material Definitive Agreement
Agreement
and Debenture Closing, August, 2010
On August
13, 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 $550,000 (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
August 13, 2010. In addition to the Debenture, the Company also issued a warrant
to the Buyer to purchase 1,000,000 shares of the Company’s common stock, par
value $0.001 per share (the “Common Stock”), for
an exercise price of $0.20 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 $0.20 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 Second Ratification Agreement
dated August 13, 2010 (the “Second 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 Second Ratification Agreement is incorporated by reference
herein and attached as Exhibit 10.7 hereto.
Pursuant to the Second Ratification Agreement, the Company affirmend the
cross-collateralization of all its obligations to the Buyer. In connection with
the Second Ratification Agreement, on August 13, 2010 the Company’s wholly-owned
subsidiary NeoMedia Europe AG, (“NEOMAG”) entered into an
Agreement on the Pledge of Intellectual Property Rights as Collateral (the
“IP Pledge”). A
copy of the IP Pledge is incorporated by reference herein and attached hereto as
Exhibit 10.6.
Also on
August 13, 2010, NEOMAG and the Buyer entered into a Security Transfer of
Moveable Assets (the “Security Transfer”)
pursuant to which NEOMAG granted to the Buyer a security interest in the form of
a security assignment over its movable assets. A copy of the Security Transfer
is incorporated herein by reference and attached hereto as Exhibit 10.9. As a
result of the execution of the IP Pledge and the Security Transfer, NEOMAG has
become a gurantor of the Company’s obligations to
the Buyer.
In
connection with the Agreement, the Company also entered into those certain
Irrevocable Transfer Agent Instructions with the Buyer, the 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 10.8
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, IP Pledge, Second Ratification Agreement, ITAI and
Security Transfer 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, 10.8 and 10.9 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
9.01. FINANCIAL STATEMENTS AND EXHIBITS
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(a)
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Not
applicable.
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(b)
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Not
applicable.
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(c)
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Not
applicable.
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(d)
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Exhibit
No. Description:
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EXHIBIT
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DESCRIPTION
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LOCATION
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Exhibit
10.1
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Agreement,
dated August 13, 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-10-2, dated August 13,
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-0810, dated August 13, 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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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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Exhibit
10.6
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Agreement
on the Pledge of Intellectual Property Rights as Collateral, dated August
13, 2010, by and between the Company’s wholly-owned subsidiary NeoMedia
Europe AG, and YA Global Investments, L.P.
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Provided
Herewith
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Exhibit
10.7
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Second
Ratification Agreement, dated August 13, 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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Exhibit
10.8
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Irrevocable
Transfer Agent Instructions, dated August 13, 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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Exhibit
10.9
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Security
Transfer of Moveable Assets, dated August 13, 2010, by and between the
Company’s wholly-owned subsidiary NeoMedia Europe AG, and YA Global
Investments, L.P.
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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: August
19, 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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