SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report: February 17, 2006
NEOMEDIA TECHNOLOGIES, INC.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-21743 36-3680347
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
2201 SECOND STREET, SUITE 600, FORT MYERS, FLORIDA 33901
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (239) 337-3434
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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:
|_| 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 13c-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On February 17, 2006, NeoMedia Technologies, Inc., a Delaware corporation
(the "Company") entered into an Investment Agreement (the "Investment
Agreement") with Cornell Capital Partners, LP, a Delaware limited partnership
(the "Buyer"). Pursuant to the Investment Agreement, the Company will issue and
sell to the Buyer Twenty-Seven Million Dollars (US $27,000,000) of Series C
Preferred Shares (the "Series C Preferred Shares"), of which (i) Three Million
Two Hundred Eighty Thousand Seven Hundred Two Dollars ($3,208,702) were
purchased by the Buyer for consideration solely consisting of surrending that
certain Promissory Note, dated March 30, 2005 in the original principal amount
of Ten Million Dollars (US $10,000,000) issued in the name of the Buyer, (ii)
Eighteen Million Seven Hundred Ninety-One Thousand Two Hundred Ninety-Eight
Dollars (US $18,791,298) were purchased by additional funding (consisting of
$16,791,298 of immediately available funds and $2,000,000 of securities) from
the Buyer as of February 17, 2006, and (iii) Five Million Dollars (US
$5,000,000) shall be purchased by an additional funding by the Buyer on the date
a registration statement filed by the Company pursuant to the terms of that
certain Investor Registration Rights Agreement, dated February 17, 2006 by and
between the Company and the Buyer is declared effective by the U.S. Securities
and Exchange Commission. The Series C Preferred Shares are convertible into
shares of the Company's common stock, par value $0.01 per share (the "Common
Stock") in accordance with the terms of the Company Certificate of Designations,
Preferences, and Rights of the Series C Preferred Shares.
In addition, pursuant to the terms of the Investment Agreement, the
Company issued to the Buyer (i) a warrant to purchase twenty million
(20,000,000) shares of Common Stock exercisable for a period of 5 years at an
exercise price of $0.50 per share; (ii) a warrant to purchase twenty-five
million (25,000,000) shares of common stock exercisable for a period of 5 years
at an exercise price of $0.40 per share; and (iii) a warrant to purchase thirty
million (30,000,000) shares of common stock exercisable for a period of 5 years
at an exercise price of $0.35 per share.
On February 17, 2006, the Company and the Buyer entered into an Assumption
Agreement, whereby the Buyer sold and assigned to the Company those certain
Promissory Notes issued by Pick Ups Plus, Inc., dated September 30, 2003,
October 13, 2004, June 6, 2005, and August 4, 2005, in the aggregate principal
amount of $1,365,000 and accrued interest of $246,231.78 for a purchase price
equal to One Million Six Hundred Eleven Thousand Two Hundred Thirty-One Dollars
and 78/100 (US $1,611,231.78).
On February 17, 2006, the Company and the Buyer entered into an Assignment
of Common Stock, whereby the Buyer sold and assigned to the Company twenty
million (20,000,000) shares of common stock, par value $0.001 per share, of Pick
Ups Plus, Inc. for a purchase price equal to Three Hundred Eighty-Eight Thousand
Seven Hundred Sixty-Eight Dollars and 22/100 (US $388,768.22).
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 above.
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ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBIT NO. ITEM
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Exhibit 10.1 Investment Agreement, dated February 17, 2006 by and between the Provided herewith
Company and the Buyer
Exhibit 10.2 Investor Registration Rights Agreement, dated February 17, 2006 by Provided herewith
and between the Company and the Buyer
Exhibit 10.3 Irrevocable Transfer Agent Instruction, dated February
17, 2006, by Provided herewith and among the Company, the
Buyer and American Stock Transfer & Trust Co.
Exhibit 10.4 Warrant, dated February 17, 2006 Provided herewith
Exhibit 10.5 Warrant, dated February 17, 2006 Provided herewith
Exhibit 10.6 Warrant, dated February 17, 2006 Provided herewith
Exhibit 10.7 Assignment Agreement, dated February 17, 2006 by the Buyer and the Provided herewith
Company
Exhibit 10.8 Assignment of Common Stock, dated February 17, 2006 by and between Provided herewith
the Company and the Buyer
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: February 17, 2006 NEOMEDIA TECHNOLGIES, INC.
By: /s/ CHARLES T. JENSEN
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Name: Charles T. Jensen
Its: Chief Executive Officer and Director
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