Current Report Filing (8-k)
07 Junho 2016 - 5:14PM
Edgar (US Regulatory)
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):
June 1, 2016
NeoMedia Technologies, Inc.
(Exact Name of Registrant as Specified in
Charter)
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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1515 Walnut Street, Suite 100, Boulder CO
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80302
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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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(303) 546-7946
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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:
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 2.04
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TRIGGERING EVENTS THAT ACCELERATE OR INCREASE A
DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF BALANCE SHEET ARRANGEMENT
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On June 1, 2016, NeoMedia
Technologies, Inc., a Delaware corporation (the “
Company
”), received a demand letter (the “
Demand
”)
from YA Global Investments L.P. f/k/a Cornell Capital Partners LP, a Cayman Islands partnership (the “
Lender
”),
regarding payment in connection with one or more purported events of default under the terms and conditions of certain financing
documents entered into by and between the Lender and the Company (the “
Financing Documents
”). The Financing
Documents are comprised of those certain amended, restated and consolidated secured convertible debentures filed as exhibits to
the Company’s Quarterly Report on Form 10-Q on October 28, 2013, in addition to the transaction documents related to the
issuance and collateralization of such securities. As a result of the stated events of default, the Lender is making demand upon
the Company for payment in full of all amounts due under the Financing Documents, which is $43,501,613 (as of June 1, 2016) in
principal and interest accrued as of the date of the Demand, and also seeks all interest, fees, costs, expenses and costs of collection
(collectively, the “
Amounts Due
”). The majority of Company indebtedness was incurred in 2006.
The Demand states that
if the Amounts Due are not immediately paid in full, the Lender may commence all appropriate action to collect the outstanding
indebtedness without further notice, including without limitation, conducting a secured party sale under the Uniform Commercial
Code of all collateral pledged by the Company pursuant to the Financing Documents, including the Company’s assets, as provided
in the applicable security documents entered into by the parties.
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: June 7, 2016
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NEOMEDIA TECHNOLOGIES, INC.
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By:
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/s/
Barry S Baer
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Name:
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Barry S Baer
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Its:
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Chief Financial Officer
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NeoMedia Technologies (CE) (USOTC:NEOM)
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