8-K

U.S. 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): March 16, 2007

NEOMEDIA TECHNOLOGIES, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-21743	36-3680347
(State or Other Jurisdiction Incorporation)	(Commission File Number)	(IRS Employer Identification No.)
2201 Second Street, Suite 600, Fort Myers, Florida		33901
(Address of Principal Executive Offices)		(Zip Code)
	(239) - 337-3434
	(Registrant's Telephone Number, including Area Code)

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 (see General Instruction A.2. below):

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

Agreement with Certain Former Shareholders of 12Snap AG

On February 28, 2006, NeoMedia Technologies, Inc. (“NeoMedia”) acquired all of the outstanding shares of 12Snap AG (“12Snap”) in exchange for $2,500,000 cash and 49,294,581 shares of NeoMedia common stock. Pursuant to the terms of the original sale and purchase agreement between NeoMedia and 12Snap (the “Original Sale and Purchase Agreement”), the number of shares of NeoMedia common stock to be issued as consideration was calculated using a share price of $0.3956, which was the volume-weighted average closing price of NeoMedia common stock for the ten days up to and including February 9, 2006. Pursuant to the terms of the Original Sale and Purchase Agreement, in the event that NeoMedia’s stock price at the time the consideration shares are saleable is less than $0.3956, NeoMedia is obligated to compensate the former 12Snap shareholders in cash for the difference between the price at the time the shares become saleable and $0.3956. The shares became saleable during February 2007, and the actual purchase price obligation NeoMedia was required to pay was $16,233,000.

On January 23, 2007, NeoMedia entered into an Amendment Agreement III to Sale and Purchase Agreement (the “Amendment Agreement”) with Nokia Ventures, L.P., Apax Europe IV - A LP, ARGC IV, L.P., ARGO II, L.P., and ARGO II The Wireless Internet Fund (Europe) LP, five former shareholders of 12Snap (the “Shareholders”). Pursuant to the terms of the Amendment Agreement, NeoMedia satisfied the Shareholders’ portion of the purchase price obligation, amounting to $9,427,000, through the issuance of 197,620,948 shares of NeoMedia common stock (the “Additional Consideration Shares”). NeoMedia also agreed to use best efforts to file a registration statement to register the Additional Consideration Shares no later than June 30, 2007. Following this payment, the remaining balance owing on the purchase price agreement is estimated to be $6,806,000.

ITEM 3.02 - UNREGISTERED SALES OF EQUITY SECURITIES

See Item 1.01 above.

ITEM 9.01 - FINANCIAL STATEMENTS AND EXHIBITS

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits No. Description:

Exhibit No.	Item
10.1	Amendment Agreement III to the Sale and Purchase Agreement, dated March 16, 2007	Provided herewith

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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.

	NeoMedia Technologies, Inc. (Registrant)
Date: March 22, 2007	By:	/s/ Charles W. Fritz
		Charles W. Fritz, Interim Chief Executive Officer

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EX-10.1

AMENDMENT AGREEMENT III

TO SALE AND PURCHASE AGREEMENT

among

1. Nokia Ventures, L.P.

545 Middlefield Road

Suite 210

Menlo Park, CA 94025

USA

2. Apax Europe IV - A LP

13 - 15 Victoria Road

ST Peter Port

Guernsey

Channel Islands

3. ARGC IV, L.P.

c/o Argo Global Capital

601 Edgewater Drive

Wakefield, MA 01880

USA

4. ARGO II, L.P.

c/o Argo Global Capital

601 Edgewater Drive

Wakefield, MA 01880

USA

5. ARGO II THE WIRELESS INTERNET FUND (EUROPE) LP

c/o Argo Global Capital

601 Edgewater Drive

Wakefield, MA 01880

USA

- referred to individually as "Seller" or collectively as the “Sellers”

and

2. NeoMedia Technologies, Inc.

2201 Second Street, Suite 600

Ft. Myers, Florida 33901

USA

- herein referred to as the “Purchaser”.

- the Seller and Purchaser herein collectively referred to as the “Parties”, and each of them as a “Party”- ,

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WHEREAS, the Parties have executed on February 10, 2006, a Sale and Purchase Agreement (the “Sale and Purchase Agreement”) with regard to shares of 12Snap AG, a German privately held stock corporation with its legal seat in Munich, and on February 22, 2006 an Amendment Agreement I (“Amendment Agreement I”), and on February 28, 2006 an Amendment Agreement II (“Amendment Agreement II”) to the Sale and Purchase Agreement.

R E C I T A L S:

NOW, THEREFORE, the Parties desire to amend certain provisions under the Agreement as follows:

1. The parties agree that Section 4.3.3 of the Agreement is amended by deleting all of the current language and replacing such language with the following:

“4.3.3 In order to make the Sellers whole with respect to the value of the Consideration Shares, Purchasers shall issue to the Sellers for no additional consideration, on or before March 30, 2007, the number of shares of common stock, par value $0.01, of the Purchaser, evidenced by a share certificate bearing a standard restrictive legend (the “Top-Up Shares”), as follows:

Seller	Number of Shares
Apax Europe IV	77,397,302
Argo II, L.P.	73,828,938
ARGO II The Wireless Internet Fund (Europe) L.P.	2,634,432
ARGC IV, L.P.	772,361
Nokia Ventures, L.P.	42,987,915

The Top-Up Shares, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued, fully paid, and nonassessable, will be free of restrictions on transfer other than restrictions on transfer under applicable state and federal securities laws, and will be issued in compliance with all applicable laws.

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2. The parties agree to add as Section 17.7 the following:

“17.7 Registration Rights for Top-Up Shares

The Purchaser shall use its best efforts to file with the SEC, no later than June 30, 2007, an S-1, SB-2 or S-3 registration statement registering for resale all of the Top-Up Shares (the “Top-Up Registration Statement”). The Purchaser shall use its best efforts to cause the Top-Up Registration Statement to be declared effective by the SEC as soon as practicable. The Purchaser shall cause the Seller Registration Statement to remain effective until the date on which the Consideration Shares may be sold by the Sellers pursuant to Rule 144 under the U.S. Securities Act, as amended, or such earlier time as all of the Consideration Shares covered by the Seller Registration Statement have been sold pursuant thereto. The provisions of Sections 17.3 (“Registration Procedures”), 17.4 (“Requirements of Company Stockholders”), 17.5 (“Indemnification”) and 17.6 (“Assignment of Rights”) shall apply equally with respect to the Top-Up Shares and the Top-Up Registration Statement.

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IN WITNESS WHEREOF, the Parties hereto have caused this Amendment III to be executed by their duly authorized representatives, as of this 16th day of March, 2007.

For Sellers:	For Purchaser:
Nokia Ventures, L.P.	NeoMedia Technologies, Inc.
/s/ David Jaques	/s/ David A. Dodge
By: N.V. I, L.L.C.	Title: CFO
Its: General Partner
Apax Europe IV - A LP
/s/ Denise Fallaize
By: Denise Fallaize
Its: for Apax Europe IV, LP Co. Limited as general partner Apax Europe IV-A LP
ARGC IV, L.P.
/s/ Vesa Jormakka
By: Vesa Jormakka
Its: Senior Partner
ARGO II, L.P.
/s/ Vesa Jormakka
By: Vesa Jormakka
Its: Senior Partner
ARGO II THE WIRELESS INTERNET FUND (EUROPE) LP
/s/ Vesa Jormakka
By: Vesa Jormakka
Its: Senior Partner

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