NEOM NeoMedia Technologies Inc (CE)

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 5, 2015

 

NeoMedia Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

 

Delaware	0-21743	36-3680347
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

1515 Walnut Street, Suite 100, Boulder CO	80302
(Address of principal executive offices)	(Zip code)
Registrant's telephone number, including area code:	(303) 546-7946

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:

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o

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

 

Debenture Extension Agreement, August 5, 2015

 

On August 5, 2015, NeoMedia Technologies, Inc., a Delaware corporation (the “Company” ), entered into a Debenture Extension Agreement (the “Agreement”), a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein, with YA Global Investments, LP f/k/a Cornell Capital Partners (“YA”), to extend the maturity dates of certain convertible debentures (collectively, the “Debentures”) to February 5, 2016 subject to the conditions outlined in the Agreement. These conditions include:

 

(a) this is a one-time extension for the specific period indicated, and

(b) such extension shall not be deemed to constitute (i) an agreement to provide any further extension of the maturity dates of the Debentures, or (ii) a waiver of any existing Events of Default (as such term is defined therein), whether known or unknown, or of any the provisions of the Debentures or of the other Financing Documents (as such term is defined therein).

 

The Debentures are secured by certain pledges made with respect to the assets of the Company and its subsidiaries as set forth in the Agreement, and that certain Security Agreement and Patent Security Agreement, both dated July 29, 2008 and filed with the SEC on August 4, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA, that remain in effect.

 

 

ITEM 9.01. Financial Statements and Exhibits.

 

(a)

Not applicable.

 

(b)

Not applicable.

 

(c)

Not applicable.

 

(d)

Exhibits .

 

EXHIBIT	DESCRIPTION	LOCATION
Exhibit 10.1	Debenture Extension Agreement, dated August 5, 2015, by and between the Company and YA Global Investments, L.P.	Provided Herewith

 

 

 

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: August 6, 2015	NEOMEDIA TECHNOLGIES, INC.
	By:	/s/ Laura Marriott
	Name:	Laura Marriott
	Its:	Chief Executive Officer

 

 

Exhibit 10.1

 

DEBENTURE EXTENSION AGREEMENT

 

THIS DEBENTURE EXTENSION AGREEMENT (hereinafter , this "Agreement") made this 5th day of August, 2015 by and between:

 

YA GLOBAL INVESTMENTS, L.P., f/'k/a Cornell Capital Partners, LP (the "Investor"), a Cayman Island exempt limited partnership with offices located at 1012 Springfield Avenue Mountainside, NJ 07092; and

 

NEOMEDIA TECHNOLOGIES, INC. (the "Company"), a Delaware corporation with its principal office located at 1515 Walnut Street, Suite 100, Boulder, Colorado 80302.

 

Background

 

Reference is made to certain secured convertible debentures issued by the Company to the Investor listed on Schedule "1" attached hereto and to such debentures issued upon assignment thereof by the Investor to subsequent holders as listed on Schedule “1A”, all of which are incorporated herein by reference (collectively, the "Debentures").

 

Reference is made to those certain warrant instruments issued by the Company and held by the Investor listed on Schedule "2" attached hereto and incorporated herein by reference (each, a "Warrant Instrument") , each of which allows the holder to purchase such number of shares of common stock of the Company (the "Warrants Shares") as set forth in such Warrant Instrument at a price per share set forth in such Warrant Instrument (the "Exercise Price").

 

The Company has requested that the Investor extend the maturity date of each of the Debentures until February 5, 2016, and the Investor has agreed to do so, but only upon the terms and conditions set forth herein.

 

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged , it is hereby agreed by and between the Company and the Investor as follows:

 

Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Debentures.

 

Acknowledgment of Indebtedness

 

1.

The Company hereby acknowledges and agrees that it is liable to the Investor as follows (all amounts in USD):

 

 

	a	Owed under the NEOM-42 Debenture as of:	June 30, 2015
		Principal			1,713,704.00
		Interest			77,358.08
		Total			1,791,062.08

 

 

	b	Owed under the NEOM-45 Debenture as of:	June 30, 2015,
		Principal			17,547,522.00
		Interest			3,334,029.61
		Total			20,881,551.61
	c	Owed under the NEOM-46 Debenture as of:	June 30,2015
		Principal			5,991,004.00
		Interest			0
		Total			5,991,004.00
			Total	$	28,663,617.69

 

Hereinafter, all amounts due as set forth in this Paragraph 1, and all amounts hereafter owed or due under the Financing Documents shall be referred to collectively as the "Obligations."

 

Waiver of Claims

 

2.

The Company, for itself and on behalf its former and/or current subsidiaries that are party to any of the Financing Documents (collectively along with the Company, the "Obligors") hereby acknowledges and agrees that none of the Obligors have any offsets, defenses, claims, or counterclaims against the Investor, its general partner, and its investment manager, and each of their respective agents, servants, attorneys, advisors, officers, directors, employees, affiliates, partners, members, managers, predecessors, successors, and assigns (singly and collectively, as the "Released Parties"), with respect to the Obligations, the Financing Documents, the transactions set forth or otherwise contemplated in this Agreement, or otherwise, and that if the Obligors now have, or ever did have, any offsets, defenses, claims, or counterclaims against any of the Released Parties, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Agreement, all of them are hereby expressly WAIVED, and the Obligors each hereby RELEASE each of the Released Parties from any and all liability therefor.

 

Debenture Amendments

 

3.

Extension of Maturity Date. The “Maturity Date” of each of the Debentures is hereby extended to February 5, 2016. The Company acknowledges and agrees that this extension (a) is a one-time extension for the specific period indicated, and (b) shall not be deemed to constitute (i) an agreement to provide any further extension of the Maturity Dates of the Debentures, or (ii) a waiver of any existing Events of Default, whether known or unknown, or of any the provisions of the Debentures or of the other Financing Documents.

 

 

Warrants

 

4.

Warrants. Schedule "2" attached hereto sets forth a complete list of each Warrant Instrument issued to the Investor and remaining outstanding, and the material terms of each such Warrant Instrument. The parties acknowledge and agree that as of June 30, 2015 the Investor is the holder of each of the Warrant Instruments listed on Schedule “2” and that the amounts listed are true and correct.

 

5.

Ratification. The Company hereby acknowledges, confirms, and agrees that, (a) except as specifically modified herein, the Debentures and all other Financing Documents remain in full force and effect, and confirm and ratify each of the terms thereof and (b) all amounts outstanding under the Debentures as set forth herein are unconditionally owing by the Company to the Investor, without offset, defense or counterclaim of any kind, nature or description whatsoever.

 

 

[Remainder of Page Intentionally Left Blank]

 

 

 

 

 

 

 

 

 

 

IN WITNESS WHEREOF, this Debenture Extension Agreement has been executed as of the date first set forth above. ·

 

 

YA GLOBAL INVESTMENTS, L.P.,			NEOMEDIA TECHNOLOGIES, INC.
By: Yorkville Advisors, LLC,
its Investment Manager
By:	/s/ David Gonzalez		By:	/s/ Laura Marriott
Name: David Gonzalez			Name:   Laura Marriott
Title: Member & General Counsel			Title:    CEO & Board Chairperson