x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
o
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
36-3680347
|
(State or other jurisdiction of
|
(I.R.S. Employer
|
incorporation or organization)
|
Identification No.)
|
Large accelerated filer o
|
Accelerated filer o
|
Non-accelerated filer o
|
Smaller Reporting Company x
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 3.1
|
Articles of Incorporation of Dev-Tech Associates, Inc. and amendment thereto
|
SB-2
|
3.1
|
11/25/1996
|
|
* 3.2
|
By-laws of NeoMedia Technologies, Inc.
|
8-K
|
3.2
|
12/21/2010
|
|
* 3.3
|
Restated Certificate of Incorporation of DevSys, Inc.
|
SB-2
|
3.3
|
11/25/1996
|
|
* 3.4
|
Articles of Merger and Agreement and Plan of Merger of DevSys, Inc and Dev-Tech Associates, Inc.
|
SB-2
|
3.5
|
11/25/1996
|
|
* 3.5
|
Certificate of Merger of Dev-Tech Associates, Inc. into DevSys, Inc.
|
SB-2
|
3.6
|
11/25/1996
|
|
* 3.6
|
Articles of Incorporation of Dev-Tech Migration, Inc. and amendment thereto
|
SB-2
|
3.7
|
11/25/1996
|
|
* 3.7
|
Restated Certificate of Incorporation of DevSys Migration, Inc.
|
SB-2
|
3.9
|
11/25/1996
|
|
* 3.8
|
Form of Agreement and Plan of Merger of Dev-Tech Migration, Inc. into DevSys Migration, Inc.
|
SB-2
|
3.11
|
11/25/1996
|
|
* 3.9
|
Form of Certificate of Merger of Dev-Tech Migration, Inc. into DevSys Migration, Inc.
|
SB-2
|
3.12
|
11/25/1996
|
|
* 3.10
|
Certificate of Amendment to Certificate of Incorporation of DevSys, Inc. changing our name to NeoMedia Technologies, Inc.
|
SB-2
|
3.13
|
11/25/1996
|
|
* 3.11
|
Form of Certificate of Amendment to Certificate of Incorporation of NeoMedia Technologies, Inc. authorizing a reverse stock split
|
SB-2
|
3.14
|
11/25/1996
|
|
* 3.12
|
Form of Certificate of Amendment to Restated Certificate of Incorporation of NeoMedia Technologies, Inc. increasing authorized capital and creating preferred stock
|
SB-2
|
3.15
|
11/25/1996
|
|
* 3.13
|
Certificate of Amendment to the Certificate of Designation of the Series "C" Convertible Preferred Stock date January 5, 2010.
|
8-K
|
3.1
|
1/11/2010
|
|
* 3.14
|
Certificate of Designation of the Series "D" Convertible Preferred Stock date January 5, 2010.
|
8-K
|
3.2
|
1/11/2010
|
|
* 3.15
|
Certificate of Amendment to the Certificate of Designation of the Series "D" Convertible Preferred Stock dated January 7, 2010
|
8-K
|
3.3
|
1/11/2010
|
|
* 3.16
|
Certificate of amendment to the certificate of designation of the series D convertible preferred stock issued by the Company to YA Global dated January 5, 2010.
|
8-K
|
3.1
|
3/11/2010
|
|
* 10.1
|
Warrant dated March 30, 2005, granted by NeoMedia to Thornhill Capital LLC
|
S-3/A
|
10.12
|
7/18/2005
|
|
* 10.2
|
Warrant dated March 30, 2005, granted by NeoMedia to Cornell Capital Partners LP
|
S-3/A
|
10.13
|
7/18/2005
|
|
* 10.3
|
Definitive Sale and Purchase Agreement between NeoMedia and Gavitec
|
8-K
|
16.1
|
2/21/2006
|
|
* 10.4
|
Definitive Sale and Purchase Agreement between NeoMedia and Sponge
|
8-K
|
16.1
|
2/22/2006
|
|
* 10.5
|
Investment Agreement, dated February 17, 2006 between NeoMedia and Cornell Capital Partners
|
8-K
|
10.1
|
2/21/2006
|
|
* 10.6
|
Investor Registration Rights Agreement, dated February 17, 2006 between NeoMedia and Cornell Capital Partners
|
8-K
|
10.2
|
2/21/2006
|
|
* 10.7
|
Irrevocable Transfer Agent Instruction, dated February 17, 2006, by and among NeoMedia, Cornell Capital Partners and American Stock Transfer & Trust Co.
|
8-K
|
10.3
|
2/21/2006
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 10.8
|
Warrant, dated February 17, 2006
|
8-K
|
10.4
|
2/21/2006
|
|
* 10.9
|
Warrant, dated February 17, 2006
|
8-K
|
10.5
|
2/21/2006
|
|
* 10.10
|
Warrant, dated February 17, 2006
|
8-K
|
10.6
|
2/21/2006
|
|
* 10.11
|
Assignment Agreement, dated February 17, 2006 by NeoMedia and Cornell Capital Partners
|
8-K
|
10.7
|
2/21/2006
|
|
* 10.12
|
Assignment of Common Stock, dated February 17, 2006 between NeoMedia and Cornell Capital Partners
|
8-K
|
10.8
|
2/21/2006
|
|
* 10.13
|
Securities Purchase Agreement, dated August 24, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.1
|
8/30/2006
|
|
* 10.14
|
Investor Registration Rights Agreement, dated August 24, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.2
|
8/30/2006
|
|
* 10.15
|
Pledge and Security Agreement, dated August 24, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.3
|
8/30/2006
|
|
* 10.16
|
Secured Convertible Debenture, dated August 24, 2006, issued by the Company to Cornell Capital Partners, LP
|
8-K
|
10.4
|
8/30/2006
|
|
* 10.17
|
Irrevocable Transfer Agent Instructions, dated August 24, 2006, by and among the Company, Cornell Capital Partners, LP and American Stock Transfer & Trust Co.
|
8-K
|
10.5
|
8/30/2006
|
|
* 10.18
|
A Warrant, dated August 24, 2006
|
8-K
|
10.6
|
8/30/2006
|
|
* 10.19
|
B Warrant, dated August 24, 2006
|
8-K
|
10.7
|
8/30/2006
|
|
* 10.20
|
C Warrant, dated August 24, 2006
|
8-K
|
10.8
|
8/30/2006
|
|
* 10.21
|
D Warrant, dated August 24, 2006
|
8-K
|
10.9
|
8/30/2006
|
|
* 10.22
|
Amendment to Warrant No. CCP-002, dated August 24, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.1
|
8/30/2006
|
|
* 10.23
|
Amendment to “A” Warrant No. CCP-001, dated August 24, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.11
|
8/30/2006
|
|
* 10.24
|
Amendment to “B” Warrant No. CCP-002, dated August 24, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.12
|
8/30/2006
|
|
* 10.25
|
Amendment to “C” Warrant No. CCP-003, dated August 24, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.13
|
8/30/2006
|
|
* 10.26
|
Definitive share purchase and settlement agreement between NeoMedia and Sponge, dated November 14, 2006
|
8-K
|
16.1
|
11/20/2006
|
|
* 10.27
|
Securities Purchase Agreement, dated December 29, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.1
|
1/8/2007
|
|
* 10.28
|
Investor Registration Rights Agreement, dated December 29, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.2
|
1/8/2007
|
|
* 10.29
|
Secured Convertible Debenture, dated December 29, 2006, issued by the Company to Cornell Capital Partners, LP
|
8-K
|
10.3
|
1/8/2007
|
|
* 10.30
|
Irrevocable Transfer Agent Instructions, dated December 29, 2006, by and among the Company, Cornell Capital Partners, LP and American Stock Transfer & Trust Co.
|
8-K
|
10.4
|
1/8/2007
|
|
* 10.31
|
A Warrant, dated December 29, 2006
|
8-K
|
10.5
|
1/8/2007
|
|
* 10.32
|
Amendment to Warrant No. CCP-002, dated December 29, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.6
|
1/8/2007
|
|
* 10.33
|
Amendment to “A” Warrant No. CCP-001, dated December 29, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.7
|
1/8/2007
|
|
* 10.34
|
Amendment to “B” Warrant No. CCP-002, dated December 29, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.8
|
1/8/2007
|
|
* 10.35
|
Amendment to “C” Warrant No. CCP-003, dated December 29, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.9
|
1/8/2007
|
|
* 10.36
|
Amendment to “A” Warrant No. CCP-001, dated December 29, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.1
|
1/8/2007
|
|
* 10.37
|
Amendment to “B” Warrant No. CCP-001, dated December 29, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.11
|
1/8/2007
|
|
* 10.38
|
Amendment to “C” Warrant No. CCP-001, dated December 29, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.12
|
1/8/2007
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 10.39
|
Securities Purchase Agreement, dated December 29, 2006, between the Company and Cornell Capital Partners, LP
|
8-K
|
10.13
|
1/8/2007
|
|
* 10.40
|
Amendment Agreement I to the Sale and Purchase Agreement between NeoMedia and certain former shareholders of Gavitec AG, dated January 23, 2007
|
8-K
|
10.1
|
1/29/2007
|
|
* 10.41
|
Consulting Agreement between the Company and SKS Consulting of South Florida Corp.
|
8-K
|
10.1
|
2/6/2007
|
|
* 10.42
|
Securities Purchase Agreement between NeoMedia and Cornell Capital Partners LP, dated March 27, 2007
|
8-K
|
10.1
|
3/27/2007
|
|
* 10.43
|
Investor Registration Rights Agreement between NeoMedia and Cornell Capital Partners LP, dated March 27, 2007
|
8-K
|
10.2
|
3/27/2007
|
|
* 10.44
|
Secured Convertible Debenture, issued by NeoMedia to Cornell Capital Partners, LP, dated March 27, 2007
|
8-K
|
10.3
|
3/27/2007
|
|
* 10.45
|
Irrevocable Transfer Agent Instructions, by and among NeoMedia, Cornell Capital Partners, LP and Worldwide Stock Transfer, dated March 27, 2007
|
8-K
|
10.4
|
3/27/2007
|
|
* 10.46
|
Warrant, issued by NeoMedia to Cornell Capital Partners, LP, dated March 27, 2007
|
8-K
|
10.5
|
3/27/2007
|
|
* 10.47
|
Master Amendment Agreement, by and between NeoMedia and Cornell Capital Partners, LP, dated March 27, 2007
|
8-K
|
10.6
|
3/27/2007
|
|
* 10.48
|
Security Agreement, by and between NeoMedia and Cornell Capital Partners, LP, dated on or about August 24, 2006
|
8-K
|
10.7
|
3/27/2007
|
|
* 10.49
|
Security Agreement, by and between NeoMedia and Cornell Capital Partners, LP, dated March 27,2007
|
8-K
|
10.8
|
3/27/2007
|
|
* 10.50
|
Security Agreement (Patent), by and between NeoMedia and Cornell Capital Partners, LP, dated March 27, 2007
|
8-K
|
10.9
|
3/27/2007
|
|
* 10.51
|
Pledge Shares Escrow Agreement, by and between NeoMedia and Cornell Capital Partners, dated March 27, 2007
|
8-K
|
10.1
|
3/27/2007
|
|
* 10.52
|
Completion of Acquisition of Disposition of Assets of BSD Software Inc.
|
8-K/A
|
10.1
|
6/8/2007
|
|
* 10.53
|
Registration Rights Agreement, by and between NeoMedia and YA Global Investments, L.P., dated August 24, 2007
|
8-K
|
10.1
|
8/30/2007
|
|
* 10.54
|
Secured Convertible Debenture, issued by NeoMedia to YA Global Investments, dated August 24, 2007
|
8-K
|
10.2
|
8/30/2007
|
|
* 10.55
|
Irrevocable Transfer Agent Instructions, by and among NeoMedia, YA Global Investments, L.P. and Worldwide Stock Transfer, LLC, dated August 24, 2007
|
8-K
|
10.3
|
8/30/2007
|
|
* 10.56
|
Warrant issued by NeoMedia to YA Global Investments, L.P., dated August 24, 2007
|
8-K
|
10.4
|
8/30/2007
|
|
* 10.57
|
Repricing Agreement, by and between NeoMedia and YA Global Investments, L.P., dated August 24, 2007
|
8-K
|
10.5
|
8/30/2007
|
|
* 10.58
|
Security Agreement, by and between NeoMedia and YA Global Investments, L.P., dated August 24, 2007
|
8-K
|
10.6
|
8/30/2007
|
|
* 10.59
|
Security Agreement (Patent), by and between NeoMedia and YA Global Investments, L.P., dated August 24, 2007
|
8-K
|
10.7
|
8/30/2007
|
|
* 10.60
|
Secured Convertible Debenture, dated April 11, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.1
|
4/17/2008
|
|
* 10.61
|
Secured Convertible Debenture, dated May 16, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.1
|
5/22/2008
|
|
* 10.62
|
Warrant, dated May 16, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
5/22/2008
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 10.63
|
Secured Convertible Debenture, dated May 30, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.1
|
6/5/2008
|
|
* 10.64
|
Warrant, dated May 30, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
6/5/2008
|
|
* 10.65
|
Settlement Agreement and Release, dated June 3, 2008, by and between the Company and William Hoffman
|
8-K
|
10.5
|
6/5/2008
|
|
* 10.66
|
Employment Agreement, dated June 10, 2008, by and between NeoMedia Technologies, Inc. and Iain McCready
|
8-K
|
10.1
|
6/16/2008
|
|
* 10.67
|
Secured Convertible Debenture, dated July 10, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.1
|
7/16/2008
|
|
* 10.68
|
Securities Purchase Agreement, dated July 29, 2008, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
8/4/2008
|
|
* 10.69
|
Secured Convertible Debenture, dated July 29, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
8/4/2008
|
|
* 10.70
|
Security Agreement, dated July 29, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.
|
8-K
|
10.3
|
8/4/2008
|
|
* 10.71
|
Patent Security Agreement, dated July 29, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.
|
8-K
|
10.4
|
8/4/2008
|
|
* 10.72
|
Warrant 9-1A, dated July 29, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.5
|
8/4/2008
|
|
* 10.73
|
Warrant 9-1B, dated July 29, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.6
|
8/4/2008
|
|
* 10.74
|
Warrant 9-1C, dated July 29, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.7
|
8/4/2008
|
|
* 10.75
|
Warrant 9-1D, dated July 29, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.8
|
8/4/2008
|
|
* 10.76
|
Escrow Agreement, dated July 29, 2008, by and among the Company, YA Global Investments, L.P., Yorkville Advisors, LLC and David Gonzalez, Esq.
|
8-K
|
10.9
|
8/4/2008
|
|
* 10.77
|
Irrevocable Transfer Agent Instructions, dated July 29, 2008, by and among the Company, the Investor, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.1
|
8/4/2008
|
|
* 10.78
|
Letter Agreement, dated September 24, 2008, by and among NeoMedia Technologies, Inc. and YA Global Investments, L.P.
|
8-K
|
10.1
|
10/1/2008
|
|
* 10.79
|
Second Secured Convertible Debenture, dated October 28, 2008, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
11/3/2008
|
|
* 10.80
|
Revised Exhibit A to Escrow Agreement, dated October 28, 2008
|
8-K
|
10.12
|
11/3/2008
|
|
* 10.81
|
Letter Agreement, dated March 27, 2009, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.13
|
4/13/2009
|
|
* 10.82
|
Amendment Agreement, dated April 6, 2009, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.14
|
4/13/2009
|
|
* 10.83
|
Third Secured Convertible Debenture (first closing), dated April 6, 2009, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.15
|
4/13/2009
|
|
* 10.84
|
Waiver, effective as of December 31, 2008, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.16
|
4/13/2009
|
|
* 10.85
|
Fourth Secured Convertible Debenture (second amended third closing), dated May 1, 2009, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.15
|
5/7/2009
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 10.86
|
Agreement, dated June 5, 2009 (Additional Agreement), by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.16
|
6/5/2009
|
|
* 10.87
|
Fifth Convertible Debenture (Additional Agreement closing), dated June 5, 2009, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.17
|
6/5/2009
|
|
* 10.88
|
Agreement, dated July 15, 2009 (Second Additional Agreement), by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.18
|
7/21/2009
|
|
* 10.89
|
Sixth Convertible Debenture dated July 15, 2009, (Second Additional Debenture), issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.19
|
7/21/2009
|
|
* 10.90
|
Agreement, dated July 17, 2009, by and between the Company and Silver Bay Software, LLC.
|
8-K
|
10.20
|
7/21/2009
|
|
* 10.91
|
Agreement, dated July 17, 2009, by and between the Company and Mr. Greg Lindholm.
|
8-K
|
10.21
|
7/21/2009
|
|
* 10.92
|
Non-Exclusive License Agreement between the Company and Mobile Tag, Inc. dated July 28, 2009
|
8-K
|
10.1
|
7/30/2009
|
|
* 10.93
|
Agreement dated August 14, 2009 (Third Additional Agreement) by and between the Company and Y.A. Global Investments, L.P.
|
10-Q
|
10.124
|
8/14/2009
|
|
* 10.94
|
Seventh Convertible Debenture dated August 14, 2009 (Fifth Additional Debenture) issued by the Company to Y.A. Global Investments, L.P.
|
10-Q
|
10.125
|
8/14/2009
|
|
* 10.95
|
Non-exclusive License Agreement with exclusive right to sub-license provision between Company and Neustar, Inc. dated October 2, 2009.
|
8-K
|
10.1
|
10/6/2009
|
|
* 10.96
|
Non-Exclusive License Agreement to use the Licenced Platform between the Company and Brand Extension Mobile Solutions, S.A., a Madrid (Spain) corporation (“BEMS"), dated October 7, 2009.
|
8-K
|
10.1
|
10/13/2009
|
|
* 10.97
|
Settlement Agreement and non-exclusive license and a sublicense between the Company and Scanbuy, Inc., dated October 16, 2009.
|
8-K
|
10.1
|
10/20/2009
|
|
* 10.98
|
Investment Agreement between Company and YA Global dated January 5, 2010.
|
8-K
|
10.1
|
1/11/2010
|
|
* 10.99
|
Irrevocable Transfer Agent Instructions letter issued by Company to WorldWide Stock Transfer, LLC dated January 5, 2010.
|
8-K
|
10.2
|
1/11/2010
|
|
* 10.100
|
Monitoring Fee Escrow Agreement between Company and YA Global dated January 5, 2010.
|
8-K
|
10.3
|
1/11/2010
|
|
* 10.101
|
Investor Registration Rights Agreement between Company and YA Global dated January 5, 2010.
|
8-K
|
10.4
|
1/11/2010
|
|
* 10.102
|
Issuance of Warrants by Company to YA Global dated January 5, 2010.
|
8-K
|
10.5
|
1/11/2010
|
|
* 10.103
|
Amendment to the August 24, 2006 Secured Convertible Debenture No. CCP-1 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.6
|
1/11/2010
|
|
* 10.104
|
Amendment to the December 29, 2006 Secured Convertible Debenture No. CCP-2 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.7
|
1/11/2010
|
|
* 10.105
|
Amendment to the March 27, 2007 Secured Convertible Debenture No. NEOM-4-1 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.8
|
1/11/2010
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 10.106
|
Amendment to the August 24, 2007 Secured Convertible Debenture No. NEOM-1-1 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.9
|
1/11/2010
|
|
* 10.107
|
Amendment to the April 11, 2008 Secured Convertible Debenture No. NEO-2008-1 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.10
|
1/11/2010
|
|
* 10.108
|
Amendment to the May 16, 2008 Secured Convertible Debenture No. NEO-2008-2 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.11
|
1/11/2010
|
|
* 10.109
|
Amendment to the May 29, 2008 Secured Convertible Debenture No. NEO-2008-3 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.12
|
1/11/2010
|
|
* 10.110
|
Amendment to the July 10, 2008 Secured Convertible Debenture No. NEO-2008-4 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.13
|
1/11/2010
|
|
* 10.111
|
Amendment to the July 29, 2008 Secured Convertible Debenture No. NEOM-9-1 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.14
|
1/11/2010
|
|
* 10.112
|
Amendment to the October 28, 2008 Secured Convertible Debenture No. NEOM-9-2 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.15
|
1/11/2010
|
|
* 10.113
|
Amendment to the May 1, 2009 Secured Convertible Debenture No. NEOM-9-4 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.16
|
1/11/2010
|
|
* 10.114
|
Amendment to the June 5, 2009 Secured Convertible Debenture No. NEOM-9-5 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.17
|
1/11/2010
|
|
* 10.115
|
Amendment to the July 15, 2009 Secured Convertible Debenture No. NEOM-9-6 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.18
|
1/11/2010
|
|
* 10.116
|
Amendment to the August 14, 2009 Secured Convertible Debenture No. NEOM-9-7 between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.19
|
1/11/2010
|
|
* 10.117
|
Amendment to the July 29, 2008 Secured Convertible Debenture No. NEOM-9-1B between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.20
|
1/11/2010
|
|
* 10.118
|
Amendment to the July 29, 2008 Secured Convertible Debenture No. NEOM-9-1C between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.21
|
1/11/2010
|
|
* 10.119
|
Amendment to the July 29, 2008 Secured Convertible Debenture No. NEOM-9-1D between the Company and YA Global dated January 5, 2010.
|
8-K
|
10.22*
|
1/11/2010
|
|
* 10.120
|
Amendment of employment agreement entered into on June 10, 2008 between the company and Iain A. McCready.
|
8-K
|
10.2
|
1/20/2010
|
|
* 10.121
|
Amended and restated licensing agreement dated October 2, 2009 with NeuStar, Inc.
|
8-K
|
10.1
|
1/28/2010
|
|
* 10.122
|
Agreement with Neu Star, Inc., dated February 12, 2010 (the Neu Star Mobile Codes Pilot Program Agreement).
|
8-K
|
10.1
|
2/16/2010
|
|
* 10.123
|
First amendment to the investment agreement between Company and YA Global dated January 5, 2010.
|
8-K
|
10.1
|
3/11/2010
|
|
* 10.124
|
Special meeting of shareholders held March 30, 2010.
|
8-K
|
10.1
|
4/2/2010
|
|
* 10.125
|
Notification of new trading symbol "NEOMD" beginning May 10, 2010.
|
8-K
|
5/11/2010
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 10.126
|
Securities Purchase Agreement, dated May 27, 2010, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
6/3/2010
|
|
* 10.127
|
Secured Convertible Debenture, dated May 27, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
6/3/2010
|
|
* 10.128
|
Warrant No. 0510, dated May 27, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
6/3/2010
|
|
* 10.129
|
Global Warrant Amendment, dated May 27, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.4
|
6/3/2010
|
|
* 10.130
|
Ratification Agreement, dated May 27, 2010, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.
|
8-K
|
10.7
|
6/3/2010
|
|
* 10.131
|
Irrevocable Transfer Agent Instructions, dated May 27, 2010, by and among the Company, the Investor, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.1
|
6/3/2010
|
|
* 10.132
|
Agreement, dated August 13, 2010, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
8/19/2010
|
|
* 10.133
|
Secured Convertible Debenture, No. NEOM-10-2, dated August 13, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
8/19/2010
|
|
* 10.134
|
Warrant, No. NEOM-0810, dated August 13, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
8/19/2010
|
|
* 10.135
|
Agreement on the Pledge of Intellectual Property Rights as Collateral, dated August 13, 2010, by and between the Company’s wholly-owned subsidiary NeoMedia Europe AG, and YA Global Investments, L.P.
|
8-K
|
10.6
|
8/19/2010
|
|
* 10.136
|
Second Ratification Agreement, dated August 13, 2010, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.7
|
8/19/2010
|
|
* 10.137
|
Irrevocable Transfer Agent Instructions, dated August 13, 2010, by and among the Company, the Buyer, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.8
|
8/19/2010
|
|
* 10.138
|
Security Transfer of Moveable Assets, dated August 13, 2010, by and between the Company’s wholly-owned subsidiary NeoMedia Europe AG, and YA Global Investments, L.P.
|
8-K
|
10.9
|
8/19/2010
|
|
* 10.139
|
Agreement, dated September 29, 2010, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
10/1/2010
|
|
* 10.140
|
Secured Convertible Debenture, No. NEOM-10-3, dated September 29, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
10/1/2010
|
|
* 10.141
|
Warrant, No. NEOM-0910, dated September 29, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
10/1/2010
|
|
* 10.142
|
Third Ratification Agreement, dated September 29, 2010, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.6
|
10/1/2010
|
|
* 10.143
|
Irrevocable Transfer Agent Instructions, dated September 29, 2010, by and among the Company, the Buyer, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.7
|
10/1/2010
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 10.144
|
Compromise Agreement dated October 19, 2010, executed by Iain A. McCready
|
8-K
|
10.1
|
10/20/2010
|
|
* 10.145
|
Resignation Letter dated October 19, 2010, executed by Iain A. McCready
|
8-K
|
10.2
|
10/20/2010
|
|
* 10.146
|
Agreement, dated October 28, 2010, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
11/3/2010
|
|
* 10.147
|
Secured Convertible Debenture, No. NEOM-10-4, dated October 28, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
11/3/2010
|
|
* 10.148
|
Warrant, No. NEOM-1010, dated October 28, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
11/3/2010
|
|
* 10.149
|
Fourth Ratification Agreement, dated October 28, 2010, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.6
|
11/3/2010
|
|
* 10.150
|
Irrevocable Transfer Agent Instructions, dated October 28, 2010, by and among the Company, the Buyer, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.7
|
11/3/2010
|
|
* 10.151
|
Agreement, dated December 14, 2010, by and between the Company and Rothschild Trust Holdings, LLC; BP BL Section 3.4, LLC; and Leigh M. Rothschild
|
8-K
|
10.1
|
12/15/2010
|
|
* 10.152
|
Bylaws of Neomedia Technologies, Inc. adopted December 16, 2010
|
8-K
|
3.2
|
12/21/2010
|
|
* 10.153
|
Agreement, dated December 15, 2010, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
12/21/2010
|
|
* 10.154
|
Secured Convertible Debenture, No. NEOM-10-5, dated December 15, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
12/21/2010
|
|
* 10.155
|
Warrant, No. NEOM-1210, dated December 15, 2010, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
12/21/2010
|
|
* 10.156
|
Fifth Ratification Agreement, dated December 15, 2010, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.6
|
12/21/2010
|
|
* 10.157
|
Irrevocable Transfer Agent Instructions, dated December 15, 2010, by and among the Company, the Buyer, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.7
|
12/21/2010
|
|
* 10.158
|
Agreement, dated December 21, 2010, by and between the Company and eBay Inc.
|
8-K
|
10.1
|
12/22/2010
|
|
* 10.159
|
Agreement, dated January 10, 2011, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
1/14/2011
|
|
* 10.160
|
Secured Convertible Debenture, No. NEOM-11-1, dated January 10, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
1/14/2011
|
|
* 10.161
|
Warrant, No. NEOM-0111, dated January 10, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
1/14/2011
|
|
* 10.162
|
Sixth Ratification Agreement, dated January 10, 2011, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.6
|
1/14/2011
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 10.163
|
Irrevocable Transfer Agent Instructions, dated January 10, 2011, by and among the Company, the Buyer, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.7
|
1/14/2011
|
|
* 10.164
|
Agreement, dated February 8, 2011, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
2/11/2011
|
|
* 10.165
|
Secured Convertible Debenture, No. NEOM-11-2, dated February 8, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
2/11/2011
|
|
* 10.166
|
Warrant, No. NEOM-0211, dated February 8, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
2/11/2011
|
|
* 10.167
|
Seventh Ratification Agreement, dated February 8, 2011, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.6
|
2/11/2011
|
|
* 10.168
|
Irrevocable Transfer Agent Instructions, dated February 8, 2011, by and among the Company, the Buyer, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.7
|
2/11/2011
|
|
* 10.169
|
Confidential License Agreement, dated December 21, 2010, by and between the Company and eBay Inc.
|
8-K
|
10.1
|
2/22/2011
|
|
* 10.170
|
Appointment of Ms. Sarah Fay to serve as a member of the Board of Directors. Accepted notification of the retirement of James J. Keil as a member of the Board of Directors.
|
8-K
|
99.1
|
3/2/2011
|
|
* 10.171
|
Agreement, dated March 11, 2011, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
3/17/2011
|
|
* 10.172
|
Secured Convertible Debenture, No. NEOM-11-3, dated March 11, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
3/17/2011
|
|
* 10.173
|
Warrant, No. NEOM-0311, dated March 11, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
3/17/2011
|
|
* 10.174
|
Ratification Agreement, dated March 11, 2011, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.6
|
3/17/2011
|
|
* 10.175
|
Irrevocable Transfer Agent Instructions, dated March 11, 2011, by and among the Company, the Buyer, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.7
|
3/17/2011
|
|
* 10.176
|
Agreement, dated April 13, 2011, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
4/13/2011
|
|
* 10.177
|
Secured Convertible Debenture, No. NEOM-11-4, dated April 13, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
4/13/2011
|
|
* 10.178
|
Warrant, No. NEOM-0411, dated April 13, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
4/13/2011
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 10.179
|
Ratification Agreement, dated April 13, 2011, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.6
|
4/13/2011
|
|
* 10.180
|
Irrevocable Transfer Agent Instructions, dated April 13, 2011, by and among the Company, the Buyer, David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.7
|
4/13/2011
|
|
* 10.181
|
2011 Stock Incentive Plan
|
S-8
|
4.1
|
4/22/2011
|
|
* 10.182
|
Agreement, dated May 31, 2011, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
5/31/2011
|
|
* 10.183
|
Secured Convertible Debenture, No. NEOM-11-5, dated May 31, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
5/31/2011
|
|
* 10.184
|
Warrant, No. NEOM-0511, dated May 31, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
5/31/2011
|
|
* 10.185
|
Security Agreement, dated July 29, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.
|
8-K
|
10.4
|
5/31/2011
|
|
* 10.186
|
Patent Security Agreement, dated July 29, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.
|
8-K
|
10.5
|
5/31/2011
|
|
* 10.187
|
Ratification Agreement, dated May 31, 2011, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.6
|
5/31/2011
|
|
* 10.188
|
Irrevocable Transfer Agent Instructions, dated May 31, 2011, by and among the Company, YA Global Investments, L.P., David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.7
|
5/31/2011
|
|
* 10.189
|
Agreement, dated June 28, 2011, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.1
|
6/28/2011
|
|
* 10.190
|
Secured Convertible Debenture, No. NEOM-11-6, dated June 28, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.2
|
6/28/2011
|
|
* 10.191
|
Warrant, No. NEOM-0611, dated June 28, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.3
|
6/28/2011
|
|
* 10.192
|
Security Agreement, dated July 29, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.
|
8-K
|
10.4
|
6/28/2011
|
|
* 10.193
|
Patent Security Agreement, dated July 29, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.
|
8-K
|
10.5
|
6/28/2011
|
|
* 10.194
|
Eleventh Ratification Agreement, dated June 28, 2011, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.6
|
6/28/2011
|
|
* 10.195
|
Irrevocable Transfer Agent Instructions, dated June 28, 2011, by and among the Company, YA Global Investments, L.P., David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.7
|
6/28/2011
|
Exhibit
Number
|
Description
|
Filed
Herewith
|
Form
|
Exhibit
|
Filing Date
|
* 10.196
|
Secured Convertible Debenture, No. NEOM-11-7, dated July 13, 2011, issued by the Company to YA Global Investments, L.P.
|
8-K
|
10.1
|
7/13/2011
|
|
* 10.197
|
Agreement, dated June 28, 2011, by and between the Company and YA Global Investments, L.P.
|
8-K
|
10.2
|
7/13/2011
|
|
* 10.198
|
Secured Convertible Debenture, No. NEOM-11-6, dated June 28, 2011, issued by the Company to YA Global Investments, L.P.
|
S-8
|
10.3
|
7/13/2011
|
|
* 10.199
|
Eleventh Ratification Agreement, dated June 28, 2011, by and among the Company, each of the Company’s subsidiaries made a party thereto, and YA Global Investments, L.P.
|
8-K
|
10.4
|
7/13/2011
|
|
* 10.200
|
Security Agreement, dated July 29, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.
|
8-K
|
10.5
|
7/13/2011
|
|
* 10.201
|
Patent Security Agreement, dated July 29, 2008, by and among the Company, each of the Company’s subsidiaries made a party thereto and YA Global Investments, L.P.
|
8-K
|
10.6
|
7/13/2011
|
|
* 10.202
|
Irrevocable Transfer Agent Instructions, dated June 28, 2011, by and among the Company, YA Global Investments, L.P., David Gonzalez, Esq. and WorldWide Stock Transfer, LLC
|
8-K
|
10.7
|
7/13/2011
|
|
* 10.203
|
Resignation of Mr. Michael W. Zima, Chief Financial Officer and Corporate Secretary. Appointment of Mr. Robert W. Thomson as interim Chief Financial Officer and Corporate Secretary.
|
8-K
|
99.1
|
7/19/2011
|
|
* 14
|
Code of Professional Ethics
|
10-K
|
14.1
|
4/3/2007
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* 31.1
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Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
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10-Q | 31.1 |
8/12/2011
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* 31.2
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Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
10-Q | 31.2 |
8/12/2011
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* 32.1
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Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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10-Q | 32.1 |
8/12/2011
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* 32.2
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Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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10-Q | 32.2 |
8/12/2011
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** 101.INS
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XBRL Instance Document, furnished herewith
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9/14/2011
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** 101.SCH
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XBRL Schema Document, furnished herewith
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9/14/2011
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** 101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document, furnished herewith
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9/14/2011
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** 101.LAB
|
XBRL Taxonomy Extension Label Linkbase Document, furnished herewith
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9/14/2011
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** 101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document, furnished herewith
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9/14/2011
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** 101.DEF
|
XBRL Taxonomy Extension Definition Linkbase Document, furnished herewith
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9/14/2011
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* Previously Filed
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** Furnished herewith
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NEOMEDIA TECHNOLOGIES, INC.
|
||
(Registrant)
|
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Dated: September 14, 2011
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/s/ Robert W. Thomson
|
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Robert W. Thomson
|
||
Interim Chief Financial Officer & Principal Finance Officer and Principal Accounting Officer
|
||
Dated: September 14, 2011
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/s/ Laura A. Marriott
|
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Laura A. Marriott
|
||
Acting Chief Executive Officer,
Principal Executive Officer
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Document And Entity Information
|
6 Months Ended | |
---|---|---|
Jun. 30, 2011
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Aug. 08, 2011
|
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Entity Registrant Name | NEOMEDIA TECHNOLOGIES INC | Â |
Entity Central Index Key | 0001022701 | Â |
Current Fiscal Year End Date | --12-31 | Â |
Entity Filer Category | Smaller Reporting Company | Â |
Trading Symbol | neom | Â |
Entity Common Stock, Shares Outstanding | Â | 219,257,318 |
Document Type | 10-Q | Â |
Amendment Flag | false | Â |
Document Period End Date | Jun. 30, 2011 | |
Document Fiscal Period Focus | Q2 | Â |
Document Fiscal Year Focus | 2011 | Â |
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Contingencies
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6 Months Ended |
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Jun. 30, 2011
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Commitments and Contingencies Disclosure [Abstract] | Â |
Commitments and Contingencies Disclosure [Text Block] | Note 6 –
Contingencies
We are involved in various legal actions arising in the normal course of business, both as claimant and defendant. Although it is not possible to determine with certainty the outcome of these matters, it is the opinion of management that the eventual resolution of the following legal actions is unlikely to have a material adverse effect on our financial position or operating results.
William Klawonn v. Y.A. Global Investments, L.P. and NeoMedia Technologies, Inc.
– On April 28, 2010, William Klawonn, a shareholder of NeoMedia, filed a derivative action, in the United States District Court for the District of New Jersey, against YA Global and us claiming trading activities that violated section 15 U.S.C. § 78p(b). On July 8, 2010, an order was granted in the case stipulating that the plaintiff had agreed that we have no liability in the action. The order also stipulated that we will be considered a nominal party to the action, and as such we remain subject to the discovery rights and obligations of the action. On December 6, 2010, an order was granted in the case to dismiss for the plaintiff’s failure to state a valid claim for relief, without prejudice. However the order also allowed the plaintiff 45 days to amend the complaint. On January 20, 2011, the plaintiff filed an amended complaint. On February 4, 2011, a further order was granted in the case again stipulating that the plaintiff had agreed that we have no liability in the action. The order also again stipulated that we will continue to be considered a nominal party to the action, and as such we remain subject to the discovery rights and obligations of the action. On March 24, 2011, YA Global filed a motion to dismiss the amended complaint and on May 9, 2011, plaintiff filed a memorandum of law in opposition to YA Global’s motion to dismiss the amended complaint. On June 8, 2011, YA Global filed a reply memorandum of law in further support of its motion to dismiss the amended complaint. The Court heard oral argument on the motion on August 4, 2011. On August 10, 2011, the Court issued an opinion and order granting the motion to dismiss as to some claims and denying it as to others. We are not able to predict with any certainty the outcome of this litigation, including the merits or value of the amended complaint.
The Webb Law Firm
–
On August 25, 2010, we were notified by The Webb Law Firm that they had filed a request for ex parte reexamination with the United States Patent and Trademark Office (USPTO), of our ‘048 patent. The request for reexamination asserted that certain claims in our patent are invalid over prior art references not previously before the USPTO. On November 23, 2010, the USPTO issued an office action agreeing to the ex parte reexamination. On November 30, 2010, the USPTO issued a further communication indicating the extent to which the reexamination will evaluate the patent and which claims of the patent would be addressed. On January 29, 2011, we filed an amendment of the ‘048 patent with the USPTO in response to the reexamination. The amendment proposed several minor changes and clarifications to the ‘048 patent to address the issues enumerated in the reexamination. On May 23, 2011, the USPTO issued a communication which included a Notice of Intention to Issue Ex Parte Reexamination Certificate, which accepted our proposed amendment to the ‘048 patent. In so doing, the USPTO has affirmed the validity of the patent. We expect that the USPTO will issue the formal reexamination certificate in the coming months, and The Webb Law Firm has no appeal rights in this matter, and therefore we consider this matter to be closed.
Baniak Pine & Gannon, LLC, Valauskas & Pine LLC, and McDonnell Boehnen Hulbert & Berghoff LLP
- On February 18, 2011, Baniak Pine & Gannon, LLC, Valauskas & Pine LLC, and McDonnell Boehnen Hulbert & Berghoff LLP filed a complaint for injunctive and other relief against us and a member of our Board of Directors, Mr. George G. O'Leary in The United States District Court For The Northern District Of Illinois, Eastern Division. The complaint seeks to recover certain legal fees related to the plaintiff's services to us and other damages for tortuous interference by Mr. O'Leary. On April 21, 2011, we filed a motion to dismiss Mr. O'Leary from the lawsuit and on April 25, 2011, we filed an answer to the complaint. Our bylaws provide for the indemnification of our Directors against complaints such as this and we also have in place directors' and officers' liability insurance.
On July 6, 2011, the District Court dismissed the claims against Mr. O'Leary with prejudice.
We are however unable to predict with any certainty the outcome of the complaint against us, including its merits or value.
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Summary of Significant Accounting Policies
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Jun. 30, 2011
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Accounting Policies [Abstract] | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Significant Accounting Policies [Text Block] | Note 2 - Summary of Significant Accounting Policies
The accompanying unaudited financial statements have been prepared in accordance with US GAAP for interim financial information and Rule 8.03 of Regulation S-X. They do not include all of the information and footnotes required by US GAAP for complete financial statements. In the opinion of management, all adjustments, consisting only of normal recurring adjustments, considered necessary for a fair presentation have been included. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. For further information, refer to our financial statements as of December 31, 2010 and 2009, and for the years then ended, including notes thereto in the Company’s Annual Report on Form 10-K, for the year ended December 31, 2010.
Basis of Presentation
– The consolidated financial statements include the accounts of NeoMedia Technologies, Inc. and our wholly-owned subsidiaries. We operate as one reportable segment. All significant intercompany accounts and transactions have been eliminated.
Use of Estimates
– The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Changes in facts and circumstances may result in revised estimates, which are recorded in the period in which they become known.
Stock-Based Compensation -
FASB ASC 718, Stock Compensation
, requires that all stock-based compensation be recognized as an expense in the financial statements and that such cost be measured at the grant date fair value of the award. We account for modifications of terms of existing option grants as exchanges of the existing equity instruments for new instruments. The fair value of the modified option at the grant date is compared with the value at that date of the original option immediately before its terms are modified. Any excess fair value of the modified option over the original option is recognized as additional compensation expense.
Basic and Diluted Net Income (Loss) Per Share
– Basic net income (loss) per share is computed by dividing net income (loss) attributable to common shareholders by the weighted average number of shares of common stock outstanding during the period. During the three and six months ended June 30, 2011, we reported a net loss per share, and as such, basic and diluted loss per share were equivalent. During the three and six months ended June 30, 2010, we reported net income per share and included dilutive instruments in the fully diluted net income per share calculation.
The following is a reconciliation of the numerator and denominator of the basic and diluted net income (loss) per share calculations for each period:
The above table includes only dilutive instruments and their effects on earnings per common share.
The following outstanding stock options, warrants, convertible debt and convertible preferred securities for the three and six months ended June 30, 2011 and 2010, are anti-dilutive and therefore have been excluded from diluted net income (loss) per share:
Inventories
– Inventories are stated at the lower of cost or market and are comprised of barcode-reading equipment at our NeoMedia Europe location. Cost is determined using the first-in, first-out method.
Recent Accounting Pronouncements
-
The following Accounting Standards Codification Updates have recently been issued:
To the extent appropriate, the guidance in the above Accounting Standards Codification Updates is already reflected in our consolidated financial statements and management does not anticipate that these accounting pronouncements will have any material future effect on our consolidated financial statements.
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Transactions with Related Parties
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6 Months Ended |
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Jun. 30, 2011
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Related Party Transactions [Abstract] | Â |
Related Party Transactions Disclosure [Text Block] | Note 8 – Transactions with Related Parties
Ms. Laura A. Marriott serves as our Chairperson of the Board of Directors and Acting Chief Executive Officer. Ms. Marriot is also a member of the Compensation Committee and Stock Option Committee of the Board of Directors. In addition to her compensation as a non-executive member of our Board, Ms Marriot is compensated as our acting Chief Executive Officer under a consulting agreement for which she received $90,000 and $162,000 in compensation from us during the three and six months ended June 30, 2011, respectively.
Mr. George G. O’Leary serves as a member of the Board of Directors and as acting Chief Operating Officer. Mr. O’Leary is also the Chairman of our Audit Committee, Compensation Committee and a member of our Stock Option Committee. In addition to his compensation as a member of our Board, Mr O’Leary is compensated as our acting Chief Operating Officer under a consulting agreement for which he received $15,000 and $36,000 in compensation from us during the three and six months ended June 30, 2011, respectively.
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Geographic Reporting
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Geographic Reporting [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Entity-Wide Information About Geographic Areas Disclosure [Text Block] | Note 7 – Geographic Reporting
We are structured and evaluated by our Board of Directors and management as one business unit.
Consolidated net revenues and net income for the three and six months ended June 30, 2011 and 2010, and the identifiable assets as of June 30, 2011, and December 31, 2010, by geographic area were as follows:
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Financing
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Derivative Instruments and Hedging Activities Disclosure [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Note 3 – Financing
At June 30, 2011, our financing transactions with YA Global, an accredited investor, included shares of our Series C preferred stock issued in February 2006, Series D preferred stock issued in January 2010, a series of twenty five secured convertible debentures issued between August 2006 and June 2011 and various warrants to purchase shares of our common stock. All of our assets are pledged to secure our obligations under these securities. At various times YA Global has assigned or distributed portions of its holdings of these securities to other holders, including persons who are officers of YA Global and its related entities, as well as to other holders who are investors in YA Global’s funds. As of June 30, 2011, approximately $826,000 has been assigned or distributed by YA Global to other holders which represents approximately 2% of YA Global’s holdings.
Conversions – Our preferred stock and convertible debentures are convertible into shares of our common stock. However, the conversion of each of these securities is limited such that the holder cannot exceed 9.99% beneficial ownership of our common stock, unless the holder waives their right to such limitation. Cumulatively, as of June 30, 2011, the holders of our Series C preferred stock have converted 15,896 shares of the original 22,000 shares of Series C preferred stock into 151,826,899 shares of common stock. YA Global has converted $888,000 of principal and accrued interest of those debentures into 1,317,747 shares of our common stock. Holders, other than YA Global, converted $197,000 of principal and accrued interest of debentures into 15,798,675 shares of common stock.
Debenture Interest Payments– On December 23, 2010 and again on February 18, 2011, we made payments to YA Global of $1.0 million each of accrued interest related to the March 27, 2007 debenture.
Secured Debentures - The underlying agreements for each of the twenty five debentures issued to YA Global are essentially the same, except in regard to the interest rate, varying conversion prices per share, and the number of warrants that were issued in conjunction with each of the debentures. The debentures are convertible into our common stock, at the option of the holder, at the lower of a fixed conversion price per share or a percentage of the lowest volume-weighted average price (“VWAP”) for a specified number of days prior to the conversion (the “look-back period”). The conversion is limited such that the holder cannot exceed 9.99% ownership, unless the holder waives their right to such limitation. All of the debentures are secured according to the terms of a Security Pledge Agreement dated August 23, 2006, which was entered into in connection with the first convertible debenture issued to YA Global and which provides YA Global with a security interest in substantially all of our assets. The debentures are also secured by a Patent Security Agreement dated July 29, 2008. On August 13, 2010 our wholly owned subsidiary, NeoMedia Europe AG, became a guarantor of all outstanding financing transactions between us and YA Global, through pledges of their intellectual property and other movable assets. As security for our obligations to YA Global, all of our Pledged Property, Patent Collateral and other collateral is affirmed through the several successive Ratification Agreements which have been executed in connection with each of the 2010 and 2011 financings. 2011 Financing Transactions - On January 10, 2011, February 8, 2011, March 11, 2011, April 13, 2011, May 31, 2011 and June 28, 2011, we entered into Securities Purchase Agreements to issue and sell debentures to YA Global in the principal amounts of $450,000, $650,000, $450,000, $450,000, $450,000 and $250,000, respectively. On June 28, 2011, we entered into a Securities Purchase agreement to issue and sell secured debentures to YA Global that combined will have an aggregate principal amount of $1,050,000 upon their issuance. As noted above, the first debenture in the principal amount of $250,000 was issued on June 28, 2011, a second convertible debenture in the amount of $450,000 was issued on July 13, 2011 and in accordance with the terms of the agreement, a third convertible debenture with a principal amount of $350,000 will be issued on or before August 15, 2011. The debentures are convertible, at the option of the holder, at a conversion price equal to the lesser of (i) $0.10 or (ii) 95% of the lowest closing bid price of our common stock for the 60 trading days preceding the date of conversion. The debentures bear interest at 14% and mature on July 29, 2012. The six debentures issued prior to June 30, 2011, provided net proceeds of $2,460,000 after payment of $240,000 in fees. These financing fees included a prepayment of $75,000 related to the debenture issued on July 13, 2011, and the debenture to be issued on or before August 15, 2011. We have the right to redeem a portion or all amounts outstanding under the debentures at a redemption premium of 10%, plus accrued interest. In connection with the six debentures issued prior to June 30, 2011, we also issued warrants to YA Global to purchase 1,250,000, 1,250,000, 1,000,000, 1,000,000, 1,000,000 and 3,000,000 shares of common stock, respectively. The warrants issued from January 2011 through April 2011 have an exercise price of $0.10 per share, and the warrants issued subsequently have an exercise price of $0.15 per share. All warrants issued during 2011 have a term of five years.
At inception, a summary of the allocation of the components of the new debentures and warrants issued this quarter was as follows:
The compound derivatives were valued using the Monte Carlo Simulation valuation method. Significant assumptions used to value the compound derivatives as of inception of the financings included exercise estimates/behaviors and the following significant estimates:
The warrants are valued using a binomial option valuation methodology. Significant assumptions used to value the warrants as of their inception included the following significant estimates:
For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the term of the warrants and volatility is based upon our expected stock price volatility over the term of the warrants.
The table below summarizes the significant terms of each of the debentures as of June 30, 2011:
All debentures with YA Global contain provisions for acceleration of principal and interest upon default. Certain debentures also contain default interest rates and conversion prices, as reflected in the table above. In our evaluation of these financing transactions, we concluded that the conversion features were not afforded the exemption for conventional convertible instruments due to the variable conversion rate, and they did not otherwise meet the conditions set forth in current accounting standards for equity classification. Because equity classification was not available for the conversion features, we elected to bifurcate the compound derivatives, and carry them as derivative liabilities, at fair value. Each compound derivative consists of (i) the embedded conversion feature, (ii) down-round anti-dilution protection features, and (iii) default, non-delivery and buy-in puts which were combined into one compound instrument that is carried as a component of derivative liabilities.
Fair Value Considerations - In accordance with FASB ASC 815, Derivatives and Hedging , we determined that the conversion features of the Series C and Series D preferred stock, and the August 2006, December 2006, July 2008, October 2008, April 2009, May 2009, June 2009, July 2009, August 2009, May 2010, August 2010, September 2010, October 2010, December 2010, January 2011, February 2011, March 2011, April 2011, May 2011 and June 2011 Debentures met the criteria of embedded derivatives and that the conversion features of these instruments required bifurcation and accounting as derivative instrument liabilities. Changes in the fair value of the compound derivative liability, including the embedded conversion option, are charged or credited to income each period. As permitted by FASB ASC 815-15-25, Recognition of Embedded Derivatives , we elected not to bifurcate the embedded derivatives in the March 2007, August 2007, April 2008 or May 2008 Debentures and accordingly, these convertible instruments are being carried in their entirety at their fair values, with the changes in the fair value of the debentures charged or credited to income each period.
Derivative financial instruments arising from the issuance of convertible financial instruments are initially recorded, and continuously carried, at fair value. Upon conversion of any of the convertible financial instruments, the carrying amount of the debt, including any unamortized premium or discount, and the related derivative instrument liability are credited to the capital accounts upon conversion to reflect the stock issued and no gain or loss is recognized. Embedded Derivative Instruments – Series C and Series D preferred stock and August 2006, December 2006, July 2008, October 2008, April 2009, May 2009, June 2009, July 2009, August 2009, May 2010, August 2010, September 2010, October 2010, December 2010, January 2011, February 2011, March 2011, April 2011, May 2011 and June 2011 Convertible Debentures - Embedded derivative financial instruments arising from the convertible instruments consist of multiple individual features that were embedded in each instrument. For each convertible instrument, we evaluated all significant features and, as required under current accounting standards, aggregated the components into one compound derivative financial instrument for financial reporting purposes. For financings recorded in accordance with FASB ASC 815, the compound embedded derivative instruments are valued using a Monte Carlo Simulation methodology because that model embodies certain relevant assumptions (including, but not limited to, interest rate risk, credit risk, and conversion/redemption privileges) that are necessary to value these complex derivatives.
The conversion price in each of the convertible debentures is subject to adjustment for down-round, anti-dilution protection. Accordingly, if we sell common stock or common share indexed financial instruments below the stated or variable conversion price in the agreement, the conversion price adjusts to that lower amount.
The assumptions included in the calculations are highly subjective and subject to interpretation. Assumptions used as of June 30, 2011 included exercise estimates/behaviors and the following other significant estimates:
Equivalent amounts reflect the net results of multiple modeling simulations that the Monte Carlo Simulation methodology applies to underlying assumptions. Due to the variable component of the conversion price, rapid fluctuations in the trading market price may result in significant variations to the calculated conversion price. For each debenture, we analyze the ratio of the conversion price (as calculated based on the percentage of VWAP for the appropriate look back period) to the trading market price for a period of time equal to the term of the debenture to determine the average ratio for the term of the note. Each quarter, the ratio in effect on the date of the valuation is compared with the average ratio over the term of the debenture to determine if the calculated conversion price is representative of past trends or if it is considered unrepresentative due to a large fluctuation in the stock price over a short period of time. If the calculated conversion price results in a ratio that deviates significantly from the average ratio over the term of the agreement, the average ratio of the conversion price to the trading market price is then multiplied by the current trading market price to determine the variable portion of the conversion price for use in the fair value calculations. This variable conversion price is then compared with the fixed conversion price and, as required by the terms of the debentures, the lower of the two amounts is used as the conversion price in the Monte Carlo Simulation model used for valuation purposes. On June 30, 2011, the fixed conversion price for each of the debentures was equal to or higher than the calculated variable conversion price. Accordingly, the variable conversion price was used in the Monte Carlo Simulation model. This analysis is performed each quarter to determine if the calculated conversion price is reasonable for purposes of determining the fair value of the embedded conversion features (for instruments recorded under FASB ASC 815-15-25-1) or the fair value of the hybrid instrument (for instruments recorded under FASB ASC 815-15-25-4). Hybrid Financial Instruments Carried at Fair Value – 2007 and 2008 Convertible Debentures - The March 2007, August 2007, April 2008 and May 2008 convertible debentures are recorded in accordance with FASB ASC 815-15-25-4 and the entire hybrid instrument was initially recorded at fair value, with subsequent changes in fair value charged or credited to income each period. These financial instruments are valued using the common stock equivalent approach. The common stock equivalent is calculated using the shares indexed to the debentures valued at the market price of our stock and the present value of the coupon.
Subsequent to a January 5, 2010 amendment, the shares indexed to the debentures were calculated using the variable conversion price based on the 125 day look-back period and the present value of the coupon from inception of the debentures to the revised maturity date of July 29, 2012.
Current Period Valuations - For the Series C and D preferred stock and the August 2006, December 2006, July 2008, October 2008, May 2009, June 2009, July 2009, August 2009, May 2010, August 2010, September 2010, October 2010, December 2010, January 2011, February 2011, March 2011, April 2011, May 2011 and June 2011 debentures, the embedded derivative instrument, primarily the conversion feature, has been separated and accounted for as a derivative instrument liability, as discussed above. This derivative instrument liability is marked-to-market each reporting period.
The March 2007, August 2007, April 2008 and May 2008 debentures were each initially recorded at their full fair value pursuant to FASB ASC 815-15-25-4. That fair value is marked-to-market each reporting period, with any changes in the fair value charged or credited to income.
On January 5, 2010, the terms of all of the debentures issued prior to that date were modified to increase the look-back period used to calculate the variable conversion price per share for all debentures to a period of 125 days and to extend the stated maturity date to July 29, 2012, which increased our future anticipated cash flows related to those instruments. Because that increase exceeded the threshold prescribed by FASB ASC 470-50, Debt Modifications and Extinguishments , the modification of the amounts due under these instruments was accounted for as an extinguishment. Accordingly, the original convertible debentures were considered extinguished and the revised convertible debentures were recorded at their fair value, resulting in an extinguishment loss of approximately $5.6 million.
For instruments which were recorded under FASB ASC 815-15-25-4, the instruments were first adjusted to fair value as of January 5, 2010 using the conversion rate and maturity date prior to the amendment. The fair value of the instrument was then calculated using the modified conversion rate and maturity date to determine the fair value of the instrument subsequent to the amendment. The difference in the fair value before and after the amendment was recorded as an extinguishment loss. For instruments recorded under FASB ASC 815-15-25-1, the embedded conversion feature was first adjusted to fair value as of the date of the amendment using the conversion rate and maturity date prior to the amendment. The carrying value of the host instrument and the embedded conversion feature, less any deferred financing costs, was then compared with the fair value of the hybrid instrument subsequent to the amendment and the difference was recorded as an extinguishment loss. For our Series C and Series D preferred stock and our convertible debentures, the following table reflects the face value of the instruments and, as appropriate, either their amortized cost carrying value and the fair value of the separately-recognized compound embedded derivative or, for those debentures recorded in their entirety at fair value, their fair value, as well as for each of the instruments the number of common shares (in thousands) into which the instruments are convertible as of June 30, 2011 and December 31, 2010.
The terms of the embedded conversion features in the convertible instruments presented above provide for variable conversion rates that are indexed to our common stock price. As a result, the number of indexed shares is subject to continuous fluctuation. For presentation purposes, the number of shares of common stock into which the embedded conversion feature of the Series C and Series D preferred stock was convertible as of June 30, 2011 was calculated as face value plus assumed dividends (if declared), divided by the lesser of the fixed rate or the calculated variable conversion price using the 125 day look-back period. The number of shares of common stock into which the embedded conversion feature in the convertible debentures was convertible as of June 30, 2011 was calculated as the face value of each instrument divided by the variable conversion price using the appropriate look-back period.
The March 2007, August 2007, April 2008 and May 2008 debentures are carried in their entirety at fair value in accordance with FASB ASC 815-15-25-4 and the value of the embedded conversion feature is effectively embodied in those fair values. Changes in the fair value of convertible instruments that are carried in their entirety at fair value (the March 2007, August 2007, April 2008 and May 2008 debentures) are reported as “Gain (loss) from change in fair value of hybrid financial instruments” in the accompanying consolidated statements of operations. The changes in fair value of these hybrid financial instruments were as follows:
The carrying value of our liability for convertible instruments carried at fair value increased $14.8 million during the three month period ended June 30, 2011. However, the fair values of these liabilities increased $15.9 million. The difference between the change in carrying value and change in fair value was due to the conversion of $147,121 in principal and $50,000 in accrued interest related to the March 2007 debenture which resulted in a decrease in fair value of approximately $1.1 million. The carrying value of our liability for convertible instruments carried at fair value increased $11.3 million during the six month period ended June 30, 2011. However, the fair values of these liabilities increased $13.4 million. The difference between the change in carrying value and change in fair value was due to the payment of $1.0 million in interest and the conversion of $147,121 in principal and $50,000 in accrued interest related to the March 2007 debenture which resulted in a decrease in fair value of approximately $1.1 million.
Changes in the fair value of derivative instrument liabilities related to the bifurcated embedded derivative features of convertible instruments not carried at fair value are reported as “Gain (loss) from change in fair value of derivative liability – Series C and Series D preferred stock and debentures” in the accompanying consolidated statement of operations. The changes in fair value of these derivative financial instruments were as follows:
The carrying value of the derivative liabilities-Series C and Series D preferred stock and debentures increased $34.5 million during the three month period ended June 30, 2011 resulting from i) $37.5 million increase in the fair value of the derivative liability, as shown in the table above, ii) less conversion of a portion of the Series C preferred stock resulting in a reduction of $4.2 million, iii) an increase of $284,000, $310,000 and $525,000 due to the inception date fair value of the derivative liabilities resulting from the April 13, 2011, May 31, 2011 and June 28, 2011 financings, respectively.
The carrying value of the derivative liabilities-Series C and Series D preferred stock and debentures increased $28.9 million during the six month period ended June 30, 2011 resulting from i) $30.1 million increase in the fair value of the derivative liability, as shown in the table above, ii) less conversion of a portion of the Series C preferred stock resulting in a reduction of $4.3 million, iii) an increase of $573,000, $744,000, $677,000, $284,000, $310,000 and $525,000 due to the inception date fair value of the derivative liabilities resulting from the January 10, 2011, February 8, 2011, March 11, 2011, April 13, 2011, May 31, 2011 and June 28, 2011 financings, respectively.
Warrants - YA Global holds warrants to purchase shares of our common stock that were issued in connection with the convertible debentures and the Series C and Series D preferred stock. The warrants are exercisable at the lower of a fixed exercise price or a specified percentage of the current market price. From time to time, the fixed exercise prices of the warrants held by YA Global have been reduced as an inducement for YA Global to enter into subsequent financing arrangements.
The warrants issued to YA Global do not meet all of the established criteria for equity classification in FASB ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity, and accordingly, are recorded as derivative liabilities at fair value. Changes in the fair value of the warrants are charged or credited to income each period.
The following table summarizes the warrants outstanding (in thousands) and their fair value:
The warrants are valued using a binomial option valuation methodology because that model embodies all of the relevant assumptions that address the features underlying these instruments. Significant assumptions used in this model as of June 30, 2011 included an expected life equal to the remaining term of the warrants, an expected dividend yield of zero, estimated volatility ranging from 224% to 328%, and risk-free rates of return of 0.03% to 1.09%. For the risk-free rates of return, we use the published yields on zero-coupon Treasury Securities with maturities consistent with the remaining term of the warrants and volatility is based upon our expected stock price volatility over the remaining term of the warrants. To encompass the value of the anti-dilution provisions, the exercise price input into the model equals the lowest price of any subsequently issued common share indexed instruments with a conversion price below the stated exercise price of the warrant.
Changes in the fair value of the warrants are reported as "(Gain) loss from change in fair value of derivative liability - warrants" in the accompanying consolidated statement of operations. The changes in the fair value of the warrants were as follows:
The carrying value of warrants decreased during the three months ended June 30, 2011 due to warrant fair value adjustments of $87,000 as shown in the table above, less the issuance of warrants on April 13, 2011, May 31, 2011 and June 30, 2011 with a fair value of $18,000, $90,000 and $104,700 respectively.
The carrying value of warrants increased during the six months ended June 30, 2011 due to warrant fair value adjustments of $1.7 million as shown in the table above, less the issuance of warrants on January 10, 2011, February 8, 2011, March 31, 2011, April 13, 2011, May 31, 2011 and June 30, 2011 with a fair value of $143,700, $58,800, $38,600, $18,000, $90,000 and $104,700 respectively.
Fair Value Considerations – As required by FASB ASC 820, assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to their fair value measurement. Our derivative financial instruments that are measured at fair value on a recurring basis under FASB ASC 815 are all measured at fair value using Level 3 inputs. Level 3 inputs are unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. The following represents a reconciliation of the changes in fair value of financial instruments measured at fair value using Level 3 inputs during the three months and six months ended June 30, 2011:
Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, valuation techniques are sensitive to changes in the trading market price of our common stock, which has a high estimated historical volatility. Because derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.
Subsequent events
As noted above, a secured convertible debenture in the amount of $450,000 was issued on July 13, 2011 in accordance with the terms of the Securities Purchase Agreement dated June 28, 2011. The debenture is convertible, at the option of the holder, at a conversion price equal to the lesser of (i) $0.10 or (ii) 95% of the lowest closing bid price of our common stock for the 60 trading days preceding the date of conversion. The stated maturity date of the debenture is July 29, 2012.
Subsequent to June 30, 2011, holders of convertible debentures, other than YA Global converted $272,176 of principal and accrued interest of those debentures into 21,946,237 shares of our common stock. |
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Disclosure Of Compensation Related Costs, Share-Based Payments [Abstract] | Â | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 4 – Stock-Based Compensation
A total of 1,010,105 stock options were issued to employees during the six months ended June 30, 2011, exercisable at strike prices ranging from $0.017 to $0.14 per share.
On April 7, 2011, the Board approved the 2011 Stock Incentive Plan (the “2011 Plan”) and on April 22, 2011, we filed a registration statement on Form S-8 to register the shares of our common stock, $0.001 par value, underlying the Plan.
On April 7, 2011, the Board approved and issued option agreements with two employees and a contractor for a total of 210,000 shares of our common stock from our 2003 Stock Option Plan at an exercise price of $0.017 per share. The grants to employees vest in equal annual installments over a four year period. The grant to the contractor vests over the term of the contract.
The Board also approved the cancellation of substantially, but not all, outstanding option agreements under the 2003 Stock Option Plan and 2003 Stock Incentive Plan with our directors and employees whose exercise prices were $1.00 or greater and the issuance of replacement option agreements at an exercise price of $0.017. The replacement option agreements restates the respective terms of each prior agreement giving consideration to our reverse stock split and in regard to vesting. The impact to our statement of operations from this transaction was not material.
Further, on April 7, 2011, the Board approved and issued option agreements with three members of our Board for a total of 300,000 shares of our common stock from our 2011 Stock Incentive Plan at an exercise price of $0.017 per share. Two of the three grantees’ options vest in equal monthly installments over an 18 month period, and the third grantee’s options vested on the date of the grant.
During the quarter ended June 30, 2011, we cancelled 422,503 vested and non-vested stock options held by 17 employees, directors, officers and consultants, and granted 500,105 replacement stock options to employees, directors, officers, and consultants under the 2011 Plan on April 7, 2011 at an exercise price of $0.017 per share. The replacement options were issued to most, but not all employees whose exercise prices were $1.00 or greater
The grant date fair values of the options issued during the three months ended June 30, 2011 was $8,000, which amount is being recognized over the vesting period of the options. Total stock-based compensation expense recorded in the statement of operations was $25,000 and $39,700 for the three months ended June 30, 2011 and 2010 and $52,000 and $97,500 for the six months ended June 30, 2011 and 2010, respectively.
We used the following assumptions to value the stock options granted during the six months ended June 30, 2011 and 2010:
A summary of the transactions and status of our granted, vested and exercisable options during the six months ended June 30, 2011 with respect to our stock option plans follows:
A summary of the status of our non-vested options as of June 30, 2011 and changes during the six months ended is presented below:
The following table summarizes information about our stock options outstanding at June 30, 2011:
There were no stock options exercised during the six months ended June 30, 2011.
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Accrued Liabilities
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6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2011
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Accrued Liabilities [Abstract] | Â | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Accrued Liabilities Disclosure [Text Block] | Note 5 – Accrued Liabilities
Accrued liabilities consist of the following as of June 30, 2011 and December 31, 2010:
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