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): February 8, 2013

NeoMedia Technologies, Inc.

(Exact Name of Registrant as Specified in Charter)

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

100 West Arapahoe, Suite 9, Boulder CO	80302
(Address of principal executive offices)	(Zip code)
Registrant's telephone number, including area code:	303.546.7946

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 1.01. Entry Into a Material Definitive Agreement

Debenture Extension Agreement, February 4, 2013

On February 4, 2013, NeoMedia Technologies, Inc., a Delaware corporation (the “Company” ), entered into a Debenture Extension Agreement (the “Agreement”), a copy of which is attached hereto as Exhibit 10.1 and incorporated by reference herein, with YA Global Investments, LP f/k/a Cornell Capital Partners (“YA”), to extend the maturity dates of certain secured convertible debentures (collectively, the “Debentures”) to August 1, 2014 subject to the conditions outlined in the Agreement. One of these conditions includes cancelling 1.4 billion of the 1.9 billion warrants assigned to YA. The Debentures as listed in the Acknowledgement of Indebtedness and Schedule 1 of the Agreement were initially filed with the SEC at the time of issuance by the Company.

ITEM 7.01. Regulation FD Disclosure.

In connection with the execution of the Agreement, the Company issued a press release (the “Press Release”) announcing the Agreement on February 5, 2013. A copy of the Press Release is attached hereto as Exhibit 99.1.

The information in this Item 7.01 (including Exhibit 99.1) is being furnished pursuant to Item 7.01 and shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, whether made before or after the date hereof and regardless of any general incorporation language in such filing.

ITEM 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits .

EXHIBIT	DESCRIPTION	LOCATION
Exhibit 10.1	Debenture Extension Agreement, dated February 4, 2013, by and between the Company and YA Global Investments, L.P.	Provided Herewith
Exhibit 99.1	Press Release regarding Debenture Extension Agreement	Provided Herewith

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: February 8, 2013	NEOMEDIA TECHNOLGIES, INC.
	By:	/s/ Laura Marriott
	Name:	Laura Marriott
	Its:	Chief Executive Officer

2

EX-10.1

DEBENTURE EXTENSION AGREEMENT

THIS DEBENTURE EXTENSION AGREEMENT (hereinafter, this “Agreement”) made this 4^th day of February, 2013 by and between:

YA GLOBAL INVESTMENTS, L.P.,f/k/a Cornell Capital Partners, LP (the “Investor”), a Cayman Island exempt limited partnership with offices located at 101 Hudson Street Suite 3700, Jersey City, New Jersey 07302; and

NEOMEDIA TECHNOLOGIES, INC. (the “Company”), a Delaware corporation with its principal office located at 100 West Arapahoe Avenue, Suite 9, Boulder, Colorado 80302.

Background

Reference is made to certain secured convertible debentures issued by the Company to the Investor listed on Schedule “1” attached hereto and incorporated herein by reference (collectively, the “Debentures”).

Reference is made to those certain warrant instruments issued by the Company and held by the Investor listed on Schedule “2” attached hereto and incorporated herein by reference (each, a “Warrant Instrument”), each of which allows the holder to purchase such number of shares of common stock of the Company (the “Warrants Shares”) as set forth in such Warrant Instrument at a price per share set forth in such Warrant Instrument (the “Exercise Price”).

The Company has requested that the Investor extend the maturity date of each of the Debentures until August 1, 2014, and the Investor has agreed to do so, but only upon the terms and conditions set forth herein.

Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed by and between the Company and the Investor as follows:

Capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Debentures.

Acknowledgment of Indebtedness

1.          The Company hereby acknowledges and agrees that it is liable to the Investor as follows (all amounts in USD):

a	Owed under the CCP-1 Debenture as of:	December 31, 2012
	Principal		2,830,250.00
	Interest		745,305.14
	Total		3,575,555.14

b	Owed under the CCP-2 Debenture as of:	December 31, 2012
	Principal		2,250,000.00
	Interest		1,416,302.58
	Total		3,666,302.58
c	Owed under the NEOM-4-1 Debenture as of:	December 31, 2012
	Principal		5,209,081.00
	Interest		2,869,498.29
	Total		8,078,579.29
d	Owed under the NEOM-1-1 Debenture as of:	December 31, 2012
	Principal		1,305,490.00
	Interest		1,108,062.67
	Total		2,413,552.67
e	Owed under the NEOM-2008-1 Debenture as of:	December 31, 2012
	Principal		390,000.00
	Interest		267,187.92
	Total		657,187.92
f	Owed under the NEOM-2008-2 Debenture as of:	December 31, 2012
	Principal		500,000.00
	Interest		335,256.94
	Total		835,256.94
g	Owed under the NEOM-2008-3 Debenture as of:	December 31, 2012
	Principal		790,000.00
	Interest		525,426.81
	Total		1,315,426.81
h	Owed under the NEOM-2008-4 Debenture as of:	December 31, 2012
	Principal		137,750.00
	Interest		89,206.52
	Total		226,956.52

i	Owed under the NEOM-9-1 Debenture as of:	December 31, 2012
	Principal		2,325,000.00
	Interest		1,378,088.01
	Total		3,703,088.01
j	Owed under the NEOM-9-2 Debenture as of:	December 31, 2012
	Principal		2,325,000.00
	Interest		1,196,935.96
	Total		3,521,935.96
k	Owed under the NEOM-9-4 Debenture as of:	December 31, 2012
	Principal		53,036.80
	Interest		132,163.61
	Total		185,200.41
l	Owed under the NEOM-9-5 Debenture as of:	December 31, 2012
	Principal		715,000.00
	Interest		338,508.42
	Total		1,053,508.42
m	Owed under the NEOM-9-6 Debenture as of:	December 31, 2012
	Principal		241,000.00
	Interest		130,657.34
	Total		371,657.34
n	Owed under the NEOM-9-7 Debenture as of:	December 31, 2012
	Principal		155,000.00
	Interest		69,671.51
	Total		224,671.51
o	Owed under the NEOM-10-1 Debenture as of:	December 31, 2012
	Principal		2,006,137.00
	Interest		675,848.32
	Total		2,681,985.32
p	Owed under the NEOM-10-2 Debenture as of:	December 31, 2012
	Principal		550,000.00
	Interest		168,834.93
	Total		718,834.93

q	Owed under the NEOM-10-3 Debenture as of:	December 31, 2012
	Principal		475,000.00
	Interest		137,248.97
	Total		612,248.97
r	Owed under the NEOM-10-4 Debenture as of:	December 31, 2012
	Principal		400,000.00
	Interest		111,128.77
	Total		511,128.77
s	Owed under the NEOM-10-5 Debenture as of:	December 31, 2012
	Principal		375,000.00
	Interest		54,590.41
	Total		429,590.41
t	Owed under the NEOM-11-1 Debenture as of:	December 31, 2012
	Principal		450,000.00
	Interest		18,647.26
	Total		468,647.26
u	Owed under the NEOM-11-2 Debenture as of:	December 31, 2012
	Principal		160,000.00
	Interest		23,487.26
	Total		183,487.26
v	Owed under the NEOM-11-3 Debenture as of:	December 31, 2012
	Principal		117,500.00
	Interest		4,006.64
	Total		121,506.64
w	Owed under the NEOM-11-4 Debenture as of:	December 31, 2012
	Principal		23,016.00
	Interest		859.77
	Total		23,875.77
x	Owed under the NEOM-11-5 Debenture as of:	December 31, 2012
	Principal		37,577.00
	Interest		18,551.98
	Total		56,128.98

y	Owed under the NEOM-11-6 Debenture as of:	December 31, 2012
	Principal		25,000.00
	Interest		851.91
	Total		25,851.91
z	Owed under the NEOM-11-10 Debenture as of:	December 31, 2012
	Principal		358,650.00
	Interest		12,228.53
	Total		370,878.53
aa	Owed under the NEOM-11-11 Debenture as of:	December 31, 2012
	Principal		150,000.00
	Interest		8,896.58
	Total		158,896.58
bb	Owed under the NEOM-12-01 Debenture as of:	December 31, 2012
	Principal		179,300.00
	Interest		6,854.40
	Total		186,154.40
cc	Owed under the NEOM-12-02 Debenture as of:	December 31, 2012
	Principal		450,000.00
	Interest		44,586.99
	Total		494,586.99
dd	Owed under the NEOM-12-03 Debenture as of:	December 31, 2012
	Principal		370,546.00
	Interest		35,708.90
	Total		406,254.90
ee	Owed under the NEOM-12-04 Debenture as of:	December 31, 2012
	Principal		362,392.78
	Interest		11,913.68
	Total		374,306.46
	Total		37,653,243.60

ii. For all interest accruing from and after January 1, 2013 due under the Debentures, and for all fees, late charges, redemption premiums, liquidated damages, costs, expenses, and costs of collection (including attorneys’ fees and expenses) and other amounts, heretofore or hereafter accrued or coming due or incurred by the Investor in connection with the protection, preservation, or enforcement of its rights and remedies under the Debentures and all documents, instruments, and agreements executed in connection therewith or related thereto (collectively, the “Financing Documents”) (including, without limitation, the preparation and negotiation of this Agreement).

Hereinafter, all amounts due as set forth in this Paragraph 1, and all amounts hereafter owed or due under the Financing Documents shall be referred to collectively as the “Obligations.”

Waiver of Claims

2. The Company, for itself and on behalf its former and/or current subsidiaries that are party to any of the Financing Documents (collectively along with the Company, the “Obligors”) hereby acknowledges and agrees that none of the Obligors have any offsets, defenses, claims, or counterclaims against the Investor, its general partner, and its investment manager, and each of their respective agents, servants, attorneys, advisors, officers, directors, employees, affiliates, partners, members, managers, predecessors, successors, and assigns (singly and collectively, as the “Released Parties”), with respect to the Obligations, the Financing Documents, the transactions set forth or otherwise contemplated in this Agreement, or otherwise, and that if the Obligors now have, or ever did have, any offsets, defenses, claims, or counterclaims against any of the Released Parties, whether known or unknown, at law or in equity, from the beginning of the world through this date and through the time of execution of this Agreement, all of them are hereby expressly WAIVED, and the Obligors each hereby RELEASE each of the Released Parties from any and all liability therefor.

Extension of Maturity Date

3. The “Maturity Date” of each of the Debentures is hereby extended to August 1, 2014. The Company acknowledges and agrees that this extension (a) is a one-time extension for the specific period indicated, and (b) shall not be deemed to constitute (i) an agreement to provide any further extension of the Maturity Dates of the Debentures, or (ii) a waiver of any existing Events of Default, whether known or unknown, or of any the provisions of the Debentures or of the other Financing Documents.

Warrants

4. Warrants. Schedule “3” attached hereto sets forth a complete list of each Warrant Instrument issued to the Investor and remaining outstanding, and the material terms of each such Warrant Instrument. The parties acknowledge and agree that as of January 31, 2013 the Investor is the holder of each of the Warrant Instruments listed on Schedule 3 and that the amounts listed under the headings “Exercise Price As of 1/31/13” and “Number of Warrant Shares As of 1/31/13” are true and correct. Effective as of February 1, 2013, each Warrant Instrument shall be adjusted (the “Adjustment”) such that (i) the Exercise Price of each Warrant Instrument shall be reduced to $0.0001 per share, and (ii) the number of Warrant Shares with respect to each Warrant Instrument shall be reduced by multiplying the number of Warrant Shares as of January 31, 2013 by the fraction 0.2656 and rounding the result to the nearest whole share. As a result of the Adjustment, the Exercise Price of each Warrant Instrument shall be $0.0001, the total number of Warrant Shares for all the Warrant Instruments shall be 499,990,063, and each individual Warrant Instrument shall be exercisable for such number of Warrant Shares as set forth under the column “Number of Warrant Shares After Adjustment” on Schedule 3.

5. Ratification. The Company hereby acknowledges, confirms, and agrees that, (a) except as specifically modified herein, the Debentures and all other Financing Documents remain in full force and effect, and confirm and ratify each of the terms thereof and (b) all amounts outstanding under the Debentures are unconditionally owing by the Company to the Investor, without offset, defense or counterclaim of any kind, nature or description whatsoever.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, this Debenture Extension Agreement has been executed as of the date first set forth above.

YA GLOBAL INVESTMENTS, L.P.,		NEOMEDIA TECHNOLOGIES, INC.
By:   Yorkville Advisors, LLC,
its Investment Manager
By:	/s/	By:	/s/
Name:	Gerald Eicke	Name:	Laura Marriott
Title:	Managing Member	Title:	CEO

EX-99.1

NEWS RELEASE

NeoMedia Restructures Loans

Boulder, February 5, 2013 – NeoMedia Technologies, Inc. (OTC BB: NEOM), the pioneer in global mobile barcode management solutions, today announced that it has worked with YA Global Investments, LP (“YA”) to extend the maturity date on its loans. NeoMedia’s business has been growing and the restructure will allow NeoMedia to continue to build its business in a sustainable fashion.

The restructured agreement will extend the maturity date of the existing loans by 12 months until August 1, 2014, an extension from the original maturity date of August 1, 2013. The agreement also cancels 1.4 billion of the 1.9 billion warrants assigned to YA and resets the exercise price on the remaining warrants.

“We are happy to have again been able to work with YA on extending the maturity date of our loans which will contribute to removing the ‘going concern’ opinion in our SEC filings,” said Laura Marriott, Chief Executive Officer of NeoMedia Technologies, Inc. “We have not required any funding since September 2012, given the success of our 2D Core and IP licensing businesses, and anticipate this trend to continue as our business continues to expand in the growing QR marketplace.”

-ENDS-

About NeoMedia

NeoMedia Technologies, Inc. is the pioneer in 2D mobile barcode technology and infrastructure solutions that enable the mobile barcode ecosystem worldwide. Its solutions have transformed nearly 25 million mobile devices with cameras across 193 countries into barcode scanners, enabling a range of practical and engaging applications. With its suite of products, services and extensive IP portfolio, NeoMedia is able to offer customers a comprehensive end-to-end mobile barcode solution. NeoMedia’s current customers include international brands, agencies, handset manufacturers and platform providers. The company also has a growing portfolio of patent licensees including Microsoft and Kraft Foods Group, Inc. Learn more at www.neom.com or one of our online destinations: LinkedIn, Twitter, and, Pinterest.

For PR inquiries, please contact NeoMedia’s PR team:

For PR inquiries, please contact NeoMedia’s PR team:

US: Lisa Astor / Marki Conway, +1 617 502 4300

press@neom.com