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): January 5, 2010
NeoMedia Technologies,
Inc.
(Exact
Name of Registrant as Specified in its 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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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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o
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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.
On
January 5, 2010, NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), entered
into an investment agreement (the “Investment
Agreement”) with YA Global Investments, L.P., a Cayman Island exempted
limited partnership (“YA”). Pursuant to the
Investment Agreement, the Company agreed to issue and sell to YA 25,000 shares
(the “Series D
Shares”) of the Company’s Series D Convertible Preferred Stock for a
subscription price of $2,500,000. Each Series D Share entitles the holder
thereof to vote on an as-converted basis with the holders of the Company’s
common stock, par value $0.01 per share (“Common Stock”), for a
period of one hundred twenty (120) days following the effective date of the
Series D Certificate (defined in Item 3.03 below),
resulting in one hundred thousand (100,000) votes for each one (1) share of the
Series D Shares. Pursuant to the Investment Agreement, the Company also agreed
to pay a structuring fee to Yorkville Advisors LLC (“Yorkville”) in the
amount of $20,000. The Company also agreed to place $80,000 into escrow to
compensate Yorkville for monitoring and managing YA’s $2,500,000 investment in
consideration of Yorkville’s existing advisory obligations to YA. In addition,
the Investment Agreement (a) contained customary representations and warranties
of the signing parties, (b) indemnification rights, (c) a lock-up provision
regarding sales by the Company’s officers and directors of Common Stock, (d) a
lock-up provision regarding YA’s conversion of certain existing Series C
Convertible Preferred Stock and certain outstanding debentures, both held by YA,
into Common Stock, (e) a prohibition regarding the Company’s filing of
registration statements without YA’s consent, (f) provisions regarding the
Company’s affectation of a 100:1 reverse stock split of the issued and
outstanding shares of Common Stock (but without a reduction of the authorized
amount of Common Stock) and a reduction of par value from $0.01 to $0.001,
of its Common Stock, and (g) other matters as fully set forth in the Investment
Agreement. This summary description is qualified in its entirety by the terms of
the Investment Agreement as fully set forth and attached hereto as Exhibit 10.1 which is
hereby incorporated by reference herein.
In
connection and contemporaneously with the execution and delivery of the
Investment Agreement, the Company and YA also entered into an Irrevocable
Transfer Agent Instructions agreement (the “ITAI”), a Monitoring
Fee Escrow Agreement (the “Escrow Agreement”)
and an Investor Registration Rights Agreement (the "RRA"), and the
Company also issued to YA a warrant (the “Warrant”) to purchase
225,000,000 shares of Common Stock. The ITAI sets forth procedures for the
Company’s transfer agent to follow with respect to the conversion of Series D
Shares or the Warrant and any subsequent issuance of Common Stock in connection
with the Investment Agreement. This summary description is qualified in its
entirety by the terms the ITAI, a copy of which is attached hereto as Exhibit 10.2 and
incorporated by reference herein in its entirety. The Escrow Agreement sets
forth the protocol for the disbursement of monitoring fees with respect to
Yorkville’s management of YA’s investment in the Company, as required by the
Investment Agreement. This summary description is qualified in its entirety by
the terms the Escrow Agreement, a copy of which is attached hereto as Exhibit 10.3 and
incorporated by reference herein in its entirety. The RRA sets forth certain
registration rights with respect to the securities purchased by YA under the
Investment Agreement, for registration under the Securities Act of 1933, as
granted by the Company to YA. This summary description is qualified in its
entirety by the terms of the RRA, a copy of which is attached hereto as Exhibit 10.4 and
incorporated by reference herein by reference in its entirety. The Warrant
grants to YA the right to purchase, at any time until January 5, 2017,
225,000,000 shares of Common Stock at an exercise price of $0.01, or as
adjusted, as set forth in the terms of the Warrant. This summary description is
qualified in its entirety by the terms of the Warrant, a copy of which is
attached hereto as Exhibit 10.5 and
incorporated herein by reference in its entirety.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. CCP-1 issued
from the Company to YA in August 2006 (such debenture was initially filed with
the U.S. Securities an Exchange Commission, or “SEC”, as Exhibit 10.4
to Form 8-K on August 30, 2006). Such agreement revises Section 3(c)(i) of such
debenture in its entirety, particularly with respect to increasing the look-back
period stated therein to a period of one hundred twenty five (125) days, and it
also extends the maturity date of such debenture to July 29, 2012. This summary
description is qualified in its entirety by the terms of the agreement as fully
set forth and attached hereto as Exhibit 10.6 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. CCP-2 issued
from the Company to YA in December 2006 (such debenture was initially filed with
the SEC as Exhibit 10.3 to Form 8-K on January 8, 2007). Such agreement revises
Section 3(c)(i) of such debenture in its entirety, particularly with respect to
increasing the look-back period stated therein to a period of one hundred twenty
five (125) days, and it also extends the maturity date of such debenture to July
29, 2012. This summary description is qualified in its entirety by the terms of
the agreement as fully set forth and attached hereto as Exhibit 10.7 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEOM-4-1 issued
from the Company to YA in March 2007 (such debenture was initially filed with
the SEC as Exhibit 10.3 to Form 8-K on April 3, 2007). Such agreement revises
Section 4(a)(ii) of such debenture in its entirety, particularly with respect to
increasing the look-back period stated therein to a period of one hundred twenty
five (125) days, and it also extends the maturity date of such debenture to July
29, 2012. This summary description is qualified in its entirety by the terms of
the agreement as fully set forth and attached hereto as Exhibit 10.8 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEOM-1-1 issued
from the Company to YA in August 2007 (such debenture was initially filed with
the SEC as Exhibit 10.3 to Form 8-K on August 30, 2007) . Such agreement revises
Section 4(a)(ii) of such debenture in its entirety, particularly with respect to
increasing the look-back period stated therein to a period of one hundred twenty
five (125) days, and it also extends the maturity date of such debenture to July
29, 2012. This summary description is qualified in its entirety by the terms of
the agreement as fully set forth and attached hereto as Exhibit 10.9 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEO-2008-1
issued from the Company to YA in April 2008 (such debenture was initially filed
with the SEC as Exhibit 10.1 to Form 8-K on April 17, 2008). Such agreement
revises Section 4(a)(ii) of such debenture in its entirety, particularly with
respect to increasing the look-back period stated therein to a period of one
hundred twenty five (125) days, and it also extends the maturity date of such
debenture to July 29, 2012. This summary description is qualified in its
entirety by the terms of the agreement as fully set forth and attached hereto as
Exhibit 10.10
and incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEO-2008-2
issued from the Company to YA in May 2008 (such debenture was initially filed
with the SEC as Exhibit 10.1 to Form 8-K on May 22, 2008). Such agreement
revises Section 4(a)(ii) of such debenture in its entirety, particularly with
respect to increasing the look-back period stated therein to a period of one
hundred twenty five (125) days, and it also extends the maturity date of such
debenture to July 29, 2012. This summary description is qualified in its
entirety by the terms of the agreement as fully set forth and attached hereto as
Exhibit 10.11
and incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEO-2008-3
issued from the Company to YA in April 2008 (such debenture was initially filed
with the SEC as Exhibit 10.1 to Form 8-K on June 5, 2008). Such agreement
revises Section 4(a)(ii) of such debenture in its entirety, particularly with
respect to increasing the look-back period stated therein to a period of one
hundred twenty five (125) days, and it also extends the maturity date of such
debenture to July 29, 2012. This summary description is qualified in its
entirety by the terms of the agreement as fully set forth and attached hereto as
Exhibit 10.12
and incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEO-2008-4
issued from the Company to YA in July 2008 (such debenture was initially filed
with the SEC as Exhibit 10.1 to Form 8-K on July 16, 2008). Such agreement
revises Section 4(a)(ii) of such debenture in its entirety, particularly with
respect to increasing the look-back period stated therein to a period of one
hundred twenty five (125) days, and it also extends the maturity date of such
debenture to July 29, 2012. This summary description is qualified in its
entirety by the terms of the agreement as fully set forth and attached hereto as
Exhibit 10.13
and incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEOM-9-1 issued
from the Company to YA in July 2008 (such debenture was initially filed with the
SEC as Exhibit 10.2 to Form 8-K on August 4, 2008). Such agreement revises
Section 4(a)(ii) of such debenture in its entirety, particularly with respect to
increasing the look-back period stated therein to a period of one hundred twenty
five (125) days, and it also extends the maturity date of such debenture to July
29, 2012. This summary description is qualified in its entirety by the terms of
the agreement as fully set forth and attached hereto as Exhibit 10.14 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEOM-9-2 issued
from the Company to YA in October 2008 (such debenture was initially filed with
the SEC as Exhibit 10.3 to Form 8-K on November 3, 2008). Such agreement revises
Section 4(a)(ii) of such debenture in its entirety, particularly with respect to
increasing the look-back period stated therein to a period of one hundred twenty
five (125) days, and it also extends the maturity date of such debenture to July
29, 2012. This summary description is qualified in its entirety by the terms of
the agreement as fully set forth and attached hereto as Exhibit 10.15 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEOM-9-4 issued
from the Company to YA in May 2009 (such debenture was initially filed with the
SEC as Exhibit 10.15 to Form 8-K on May 7, 2009). Such agreement revises Section
4(a)(ii) of such debenture in its entirety, particularly with respect to
increasing the look-back period stated therein to a period of one hundred twenty
five (125) days, and it also extends the maturity date of such debenture to July
29, 2012. This summary description is qualified in its entirety by the terms of
the agreement as fully set forth and attached hereto as Exhibit 10.16 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEOM-9-5 issued
from the Company to YA in June 2009 (such debenture was initially filed with the
SEC as Exhibit 10.17 to Form 8-K on June 5, 2009). Such agreement revises
Section 4(a)(ii) of such debenture in its entirety, particularly with respect to
increasing the look-back period stated therein to a period of one hundred twenty
five (125) days, and it also extends the maturity date of such debenture to July
29, 2012. This summary description is qualified in its entirety by the terms of
the agreement as fully set forth and attached hereto as Exhibit 10.17 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEOM-9-6 issued
from the Company to YA in July 2009 (such debenture was initially filed with the
SEC as Exhibit 10.19 to Form 8-K on July 21, 2009). Such agreement revises
Section 4(a)(ii) of such debenture in its entirety, particularly with respect to
increasing the look-back period stated therein to a period of one hundred twenty
five (125) days, and it also extends the maturity date of such debenture to July
29, 2012. This summary description is qualified in its entirety by the terms of
the agreement as fully set forth and attached hereto as Exhibit 10.18 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Secured Convertible Debenture No. NEOM-9-7 issued
from the Company to YA in August 2009 (such debenture was initially filed with
the SEC as Exhibit 10.125 to Form 10-Q on August 14, 2009). Such agreement
revises Section 4(a)(ii) of such debenture in its entirety, particularly with
respect to increasing the look-back period stated therein to a period of one
hundred twenty five (125) days, and it also extends the maturity date of such
debenture to July 29, 2012. This summary description is qualified in its
entirety by the terms of the agreement as fully set forth and attached hereto as
Exhibit 10.19
and incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Warrant No. NEOM-9-1B issued from the Company to
YA in July 2008 (such warrant was initially filed with the SEC as Exhibit 10.6
to Form 8-K on August 4, 2008). Such agreement revises the exercise price of
such warrant to $0.01, revises Section 1.(b)(xiii) with respect to such exercise
price and revises Section 2(a)(i) in its entirety. This summary description is
qualified in its entirety by the terms of the agreement as fully set forth and
attached hereto as Exhibit 10.20 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Warrant No. NEOM-9-1C issued from the Company to
YA in July 2008 (such warrant was initially filed with the SEC as Exhibit 10.7
to Form 8-K on August 4, 2008). Such agreement revises the exercise price of
such warrant to $0.01, revises Section 1.(b)(xiii) with respect to such exercise
price and revises Section 2(a)(i) in its entirety. This summary description is
qualified in its entirety by the terms of the agreement as fully set forth and
attached hereto as Exhibit 10.21 and
incorporated by reference herein.
Effective
as of January 5, 2010, pursuant to an amendment agreement, the Company and YA
agreed to amend the Company’s Warrant No. NEOM-9-1D issued from the Company to
YA in July 2008 (such warrant was initially filed with the SEC as Exhibit 10.8
to Form 8-K on August 4, 2008). Such agreement revises the exercise price of
such warrant to $0.01, revises Section 1.(b)(xiii) with respect to such exercise
price and revises Section 2(a)(i) in its entirety. This summary description is
qualified in its entirety by the terms of the agreement as fully set forth and
attached hereto as Exhibit 10.22 and
incorporated by reference herein.
Item
3.02 Unregistered Sales of Equity Securities.
See Item 1.01 above which
is incorporated herein by reference. The Series D Shares and the
Warrant are being issued in a private placement exempt from registration
pursuant to Section 4(2) and/or Rule 506 of Regulation D of the Securities Act
of 1933, as amended.
Item
3.03 Material Modification to Rights of Security
Holders.
On and effective as of January 6, 2010,
the Company filed a Certificate of Amendment to the Certificate of Designation
of the Company’s Series C Convertible Preferred Stock (the “Series C Amendment”).
The Series C Amendment adjusts the look-back period set forth in Section 4.2(a)
of such Certificate of Designation from thirty (30) to one hundred twenty five
(125) trading days. The Series C Amendment also adjusts the conversion cap set
forth in Section 4.6(a)(i) of such Certificate of Designation from 4.99% to
9.99%. This summary description is qualified in its entirety by the relative
rights, preferences and designations of the Company’s Series C Convertible
Preferred Stock as set forth in the Series C Amendment attached hereto as Exhibit 3.1 and
incorporated by reference herein.
Upon the issuance of the Company’s
Series D Convertible Preferred Stock (as described in Item 5.03 below), the
ability of the Company to declare or pay dividends or distributions on, or to
set aside for payment for, its shares of Common Stock will be subject to
restrictions in the event the Company fails to declare, pay or set apart for
payment, dividends on its Series D Convertible Preferred Stock. These
restrictions are set forth in the Company’s Certificate of Designation of the
Series D Convertible Preferred Stock (the “Series D
Certificate”) attached hereto as Exhibit
3.2.
Item
5.01 Changes in Control of Registrant.
Pursuant to the consummation of the
transaction contemplated by the Investment Agreement as described in Item 1.01 above,
involving the cash purchase of the Series D Shares, for the one hundred twenty
(120) day period following the effective date of the Series D Certificate, YA
may be deemed to have control of the Company due to its beneficial ownership,
during such period, of 52.4% of the outstanding voting securities of the
Company. YA did not assume such control from any identifiable person or
entity.
Item
5.03 Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.
See Item 3.02 above with
respect to the Company’s filing of the Series C Amendment to amend its Articles
of Incorporation.
On and effective as of January 6, 2010,
and as amended on Janaury 8, 2010, the Company filed a Certificate of
Designations with the Secretary of State of the State of Delaware for the
purpose of amending its Articles of Incorporation to fix the designations,
preferences, limitations and relative rights of 25,000 authorized shares of
Series D Convertible Preferred Stock. The Series D Certificate
provides that the Series D Convertible Preferred Stock will pay dividends in an
amount equal to 8% per year, if and when dividends are to be paid (as declared
by the Company’s board of directors). The Series D Convertible Preferred Stock
is a voting class of stock, which has the right to vote on an as converted basis
with the Common Stock for a period of one hundred twenty (120) days following
the effective date of the Series D Certificate, resulting in one hundred
thousand (100,000) votes for each one (1) share of the Series D Shares issued
and outstanding during such period, as fully described in the Series D
Certificate. The Series D Convertible Preferred Stock has a liquidation
preference of $100 per share. This summary description is qualified in its
entirety by the relative rights, preferences and designations of the Series D
Preferred Stock set forth in the Series D Certificate attached hereto as Exhibit 3.2 and Exhibit 3.3 and incorporated by
reference herein.
Item
9.01 Financial Statements and Exhibits.
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Exhibit
3.1
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Certificate
of Amendment to the Certificate of Designation of the Series C Convertible
Preferred Stock of the Company
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Provided
herewith
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Exhibit
3.2
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Certificate
of Designation of the Series D Convertible Preferred Stock of the
Company
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Provided
herewith
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Exhibit
3.3
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Certificate
of Amendment to the Certificate of Designation of the Series D Convertible
Preferred Stock of the Company |
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Provided
herewith
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Exhibit
10.1
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Investment
Agreement, dated January 5, 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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Irrevocable
Transfer Agent Instructions, dated January 5, 2010, by and among the
Company, YA Global Investments, L.P. and Worldwide Stock Transfer,
LLC.
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Provided
herewith
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Exhibit
10.3
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Monitoring
Fee Escrow Agreement, dated January 5, 2010, by and among the Company, YA
Global Investments, L.P., Yorkville Advisors LLC and David Gonzalez,
Esq.
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Provided
herewith
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Exhibit
10.4
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Investor
Registration Rights Agreement, dated January 5, 2010, by and between the
Company and YA Global Investments, L.P.
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Provided
herewith
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Exhibit
10.5
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Warrant
No. NEOM-10-1, dated January 5, 2010.
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Provided
herewith
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Exhibit
10.6
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Amendment
to Secured Convertible Debenture No. CCP-1, dated January 5,
2010
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Provided
herewith
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Exhibit
10.7
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Amendment
to Secured Convertible Debenture No. CCP-2, dated January 5,
2010
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Provided
herewith
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Exhibit
10.8
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Amendment
to Secured Convertible Debenture No. NEOM-4-1, dated January 5,
2010
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Provided
herewith
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Exhibit
10.9
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Amendment
to Secured Convertible Debenture No. NEOM-1-1, dated January 5,
2010
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Provided
herewith
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Exhibit
10.10
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Amendment
to Secured Convertible Debenture No. NEO-2008-1, dated January 5,
2010
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Provided
herewith
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Exhibit
10.11
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Amendment
to Secured Convertible Debenture No. NEO-2008-2, dated January 5,
2010
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Provided
herewith
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Exhibit
10.12
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Amendment
to Secured Convertible Debenture No. NEO-2008-3, dated January 5,
2010
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Provided
herewith
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Exhibit
10.13
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Amendment
to Secured Convertible Debenture No. NEO-2008-4, dated January 5,
2010
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Provided
herewith
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Exhibit
10.14
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Amendment
to Secured Convertible Debenture No. NEOM-9-1, dated January 5,
2010
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Provided
herewith
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Exhibit
10.15
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Amendment
to Secured Convertible Debenture No. NEOM-9-2, dated January 5,
2010
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Provided
herewith
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Exhibit
10.16
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Amendment
to Secured Convertible Debenture No. NEOM-9-4, dated January 5,
2010
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Provided
herewith
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Exhibit
10.17
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Amendment
to Secured Convertible Debenture No. NEOM-9-5, dated January 5,
2010
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Provided
herewith
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Exhibit
10.18
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Amendment
to Secured Convertible Debenture No. NEOM-9-6, dated January 5,
2010
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Provided
herewith
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Exhibit
10.19
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Amendment
to Secured Convertible Debenture No. NEOM-9-7, dated January 5,
2010
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Provided
herewith
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Exhibit
10.20
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Amendment
to Warrant No. NEOM-9-1B, dated January 5, 2010
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Provided
herewith
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Exhibit
10.21
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Amendment
to Warrant No. NEOM-9-1C, dated January 5, 2010
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Provided
herewith
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Exhibit
10.22
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Amendment
to Warrant No. NEOM-9-1D, dated January 5, 2010
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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:
January 11, 2010
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NEOMEDIA
TECHNOLGIES, INC. |
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By: |
/s/ Michael W.
Zima
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Name: |
Michael
W. Zima
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Its: |
Chief
Financial Officer
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