8-K

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):  March 5, 2010

NeoMedia Technologies, Inc.

(Exact Name of Registrant as Specified in its Charter)

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

Two Concourse Parkway, Suite 500, Atlanta, GA	30328
(Address of principal executive offices)	(Zip code)
Registrant's telephone number, including area code:	(678) 638-0460

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 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 1.01Entry Into a Material Definitive Agreement.

On March 5, 2010, NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), entered into a First Amendment to Investment Agreement (the “Amendment”) with YA Global Investments, L.P., a Cayman Island exempted limited partnership (“YA”). The Amendment amends that certain Investment Agreement by and between the Company and YA, entered into on January 5, 2010 (the “Investment Agreement”), which was described in the Company’s Current Report on Form 8-K as filed with the U.S. Securities and Exchange Commission on January 11, 2010. Pursuant to the Amendment, the Company and YA clarified certain contemplated corporate actions (the “Actions”) initially set forth in the Investment Agreement which require the approval of the Company’s shareholders. The Company and YA also agreed to reduce the number of days by which the Company would be required to hold a special meeting of shareholders, for the purpose of voting on the Actions, from 120 days to 90 days.  This summary description is qualified in its entirety by the complete terms of the Amendment which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

Item 3.03  Material Modification to Rights of Security Holders.

On and effective as of March 5, 2010, the Company filed a Certificate of Amendment to the Certificate of Designation of the Company’s Series D Convertible Preferred Stock (the “Series D Amendment”). The Series D Amendment reduced the Voting Period, as defined in Section 6 Voting Rights of the Company’s Certificate of Designation of the Series D Convertible Preferred Stock, from 120 days to 90 days. This summary description is qualified in its entirety by complete terms of the Series D Amendment which is attached hereto as Exhibit 3.1 and incorporated by reference herein.

Item 5.03  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

See Item 3.03 above with respect to the Company’s filing of an amendment to its Articles of Incorporation on March 5, 2010, the Series D Amendment, which amends the Company’s Certificate of Designation of the Series D Convertible Preferred Stock.

Item 9.01  Financial Statements and Exhibits.

(a)           Not applicable.

(b)           Not applicable.

(c)           Not applicable.

(d)           Exhibits:

EXHIBIT	DESCRIPTION	LOCATION
Exhibit 3.1	Certificate of Amendment to the Certificate of Designation of the Series D Convertible Preferred Stock of the Company	Provided herewith
Exhibit 10.1	First Amendment to Investment Agreement, dated March 5, 2010, by and between the Company and YA Global Investments, L.P.	Provided herewith

- 2 -

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:    March 11, 2010	NEOMEDIA TECHNOLGIES, INC.
	By:           /s/ Michael W. Zima
	Name:      Michael W. Zima
	Its:           Chief Financial Officer

- 3 -

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

TO THE

CERTIFICATE OF DESIGNATION

OF THE

SERIES D CONVERTIBLE PREFERRED STOCK

(PAR VALUE $0.01 PER SHARE)

OF

NEOMEDIA TECHNOLOGIES, INC.

NeoMedia Technologies, Inc. (the “Company”), a corporation duly organized and existing under and by virtue of the Delaware General Corporation Law (“DGCL”) does hereby certify:

FIRST:  Pursuant to the terms of Section 141 of the DGCL, resolutions were duly adopted by the board of directors of the Company setting forth a proposed amendment to the Company’s Certificate of Designation of the Series D Convertible Preferred Stock (the “Series D Certificate of Designation”), declaring said amendment to be advisable and calling for a vote of the holders of the Series D Convertible Preferred Stock (the “Series D Stockholders”) for consideration thereof at a special meeting of the Series D Stockholders, or in lieu of such meeting, calling for the receipt of approval regarding such amendment via the written consent of the Series D Stockholders. The resolution setting forth the proposed amendment is as follows:

RESOLVED, that Section 6 of the Series D Certificate of Designation shall be amended to read, in its entirety, as follows:

SECTION 6

VOTING RIGHTS

6.1  General. In addition to the rights provided by law and otherwise provided in this Certificate of Designation, for a period of ninety (90) days after the date hereof (the “Voting Period”), the Holders shall be entitled to vote on an as converted basis on all proposed corporate actions of the Company in the same manner and with the same effect as holders of Common Stock, voting together with the holders of the Common Stock as one class (including, without limitation, with respect to any matter relating to a merger or sale of the Company, any amendment of the Articles of Incorporation of the Company, any increase or decrease in the number of authorized shares of Common Stock or any other matter subject to the vote or consent of the holders of Common Stock), and, except as specifically required by applicable law, in no event shall the holders of the Common Stock vote as a separate class from the Holders on any proposed corporate actions.  With respect to the voting rights granted hereby, as described above, during the Voting Period, the vote of each share of the Series D Preferred Shares shall be counted on an “as converted” basis multiplied by One Hundred Thousand (100,000).  For example, one (1) share of the Series D Preferred Shares shall equal 100,000 shares of Common Stock for voting purposes.

SECOND:  That in lieu of a meeting and vote of stockholders, the Series D Stockholders have given written consent to said amendment in accordance with the provisions of Section 228 of the DGCL.

THIRD:  That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 and 228 of the DGCL.

- 4 - -

FORTH: No other provisions of the Series D Certificate of Designation or the certificate of incorporation of the Company are amended or changed by this amendment.

IN WITNESS WHEREOF, the Company has caused this Certificate of Amendment to the Certificate of Designation of the Series D Convertible Preferred Stock to be executed by Michael W. Zima, its Chief Financial Officer, this 5th day of March 2010.

NEOMEDIA TECHNOLOGIES, INC.
By:	/s/ Michael W. Zima              Michael W. Zima  Chief Financial Officer

- 5 - -

EX-10.1

Exhibit 10.1

FIRST AMENDMENT TO INVESTMENT AGREEMENT

BY AND BETWEEN

NEOMEDIA TECHNOLOGIES, INC.

AND

YA GLOBAL INVESTMENTS, L.P.

This First Amendment to Investment Agreement (this “Amendment”) is made and entered into by and between NeoMedia Technologies, Inc., a Delaware corporation (the “Company”), and YA Global Investments, L.P., a Cayman Islands exempted limited partnership (“YA Global”), effective as of March 5, 2010. The Company and YA Global may be individually referred to as a “Party” or collectively as the “Parties”.

RECITALS

WHEREAS, the Parties entered into that certain investment agreement, dated January 5, 2010 (the “Agreement”);

WHEREAS, Section 15.3 of the Agreement provides that the terms of the Agreement may be modified as agreed to in writing as executed by the Parties; and

WHEREAS, the Parties desire to amend the Agreement as set forth herein.

NOW THEREFORE, in consideration of the premises and the mutual promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each Party hereby agrees as follows:

Recitals. The recitals stated above are true and correct and incorporated hereunto the body of this Amendment as if fully stated herein.

Capitalized Terms.  Capitalized terms not defined in this Amendment shall have the meaning given to them in the Agreement.

Amendment of Section 6.23.  The Parties agree that Section 6.23 of the Agreement shall be amended to read, in its entirety:

Shareholder Matters.  The Buyer acknowledges that the Company requires shareholder approval to effectuate a reverse stock split, reduce the par value of the Company’s Common Stock and to maintain its amount of authorized shares of Common Stock in an amount of at least 5,000,000,000 shares.  The Company will seek to effect such shareholder approval within ninety (90) days after the date hereof.  These actions are required in order for the Company to have sufficient shares to reserve for conversion hereunder.

- 6 - -

Amendment of Section 6.25. The Parties agree that Section 6.25 of the Agreement shall be amended to read, in its entirety:

Reverse Stock Split.  Within 90 calendar days from the date hereof, the Company shall have taken all steps to effectuate and shall have consummated a 1 share for 100 shares reverse stock split of its Common Stock.

Amendment to Section 6.26. The Parties agree that Section 6.26 of the Agreement shall be amended to read, in its entirety:

Par Value.  Within 90 calendar days from the date hereof the Company shall have taken all steps to effectuate and shall have reduced the par value of its Common Stock to $0.001 per share.

Addition of Section 6.28. The Parties agree that Section 6.28 of the Agreement shall be added to read, in its entirety:

Authorized Common Stock. Within 90 calendar days from the date hereof, the Company shall have taken all steps to effectuate and shall have fixed the amount of authorized shares of the Company’s Common Stock in an amount of at least 5,000,000,000 shares.

Amendment to Section 10.5. The Parties agree that Section 10.5 of the Agreement shall be amended to read, in its entirety:

Board Approval.  The Company’s Board of Directors shall have taken the action required by them pursuant to this Agreement, including an amendment to the Company’s articles of incorporation to adopt the rights and preferences of the Series D Preferred Shares, authorize issuance of the Series D Preferred Shares and the Conversion Shares to be issued upon conversion of the Series D Preferred Shares.  Within ninety (90) days of the date hereof, the Company will seek to effect shareholder approval of a reverse stock split, a reduction in par value and to fix its authorized shares of Common Stock at an amount of at least 5,000,000,000 shares.  Upon such shareholder approval the Company will reserve the appropriate number of Conversion Shares to be issued upon the conversion of the Series D Preferred Shares.

Counterparts.  This Amendment may be executed in one or more counterparts, each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument.

Reaffirmation of Other Terms and Conditions.  Except as expressly modified or contradicted by this Amendment, all other terms and conditions of the Agreement and all exhibits and schedules thereto (if any) shall remain in full force and effect, unmodified and unrevoked and the same are hereby reaffirmed and ratified by the Parties as if fully set forth herein.

** SIGNATURE PAGE FOLLOWS **

- 7 - -

IN WITNESS WHEREOF, the Parties have caused this First Amendment to Investment Agreement to be executed on the date first written above.

NEOMEDIA:   NEOMEDIA TECHNOLOGIES, INC.     By:/s/ Michael W. Zima               Name: Michael W. Zima Its: Chief Financial Officer YA Global:   YA GLOBAL INVESTMENTS, L.P.   By: Yorkville Advisors, LLC Its:   Investment Manager   By:/s/ Mark Angelo                      Name: Mark Angelo Its:       Portfolio Manager

- 8 - -