10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q/A

(Amendment #1)

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934:

For the quarterly period ended March 31, 2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-21743

NeoMedia Technologies, Inc.

(Exact name of registrant as specified in its charter)

Delaware	36-3680347
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

100 West Arapahoe Avenue, Suite 9, Boulder, CO 80302

(Address, including zip code, of principal executive offices)

303 546 7946

(Registrants’ telephone number, including area code)

Securities Registered Under Section 12(b) of the Exchange Act:	None
Name of exchange on which registered:	None – Quoted on the OTCBB and OTCQB
Securities registered pursuant to Section 12(g) of the Act:	Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨    No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes ¨    No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months and (2) has been subject to such filing requirements for the past 90 days.    Yes x     No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files).  Yes x     No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller Reporting Company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ¨    No x

The aggregate market value of the common stock held by non-affiliates of the registrant as of June 30, 2011, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $10,758,765, based on the closing sale price for the registrant’s common stock on that date. For purposes of determining this number, all officers and directors of the registrant are considered to be affiliates of the registrant. This number is provided only for the purpose of this report on Form 10-K and does not represent an admission by either the registrant or any such person as to the status of such person.

The number of outstanding shares of the registrant’s Common Stock on May 24, 2013 was 4,099,707,434

Documents Incorporated By Reference - None

Explanatory Note

The sole purpose of this Amendment No. 1 on Form 10–Q/A to our Interim Report on Form 10–Q for the period ended March 31, 2013 originally filed with the Securities and Exchange Commission  (the “SEC”) on May 24, 2013, (the “Form 10–Q”), is to furnish Exhibit 101 to the Form 10–Q, which contains the XBRL (eXtensible Business Reporting Language) Interactive Data File for the financial statements and notes included in Part I of the Form 10-Q, in accordance with Rule 201 of Regulation S-T.

No other changes have been made to the Form 10–Q. This Amendment No. 1 speaks as of the original filing date of the Form 10–Q, and does not reflect events that may have occurred subsequent to the original filing date and does not modify or update in any way, disclosures made in the original Form 10–Q.  Accordingly, this amendment should be read in conjunction with the original Form 10-Q filing, as well as  our other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, subsequent to the original filing of the Form 10-K.

Pursuant to Rule 406T of Regulation S–T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Act of 1934, as amended, and otherwise are not subject to liability under those sections.

2

ITEM 15. Exhibits and Financial Statement Schedules

(a) Financial Statements and Schedules

The financial statements are set forth under Item 1 of this Interim Report on Form 10-Q. Financial statement schedules have been omitted because they are either not required, not applicable, or the information is otherwise included.

(a) Exhibits:

Exhibit No.	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 the Company		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 the Company 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 the Company increasing authorized capital and creating preferred stock		SB-2	3.15	11/25/1996
3.13	Certificate of Designation of the Series C Convertible Preferred Stock dated February 17, 2006		8-K	10.9	2/21/2006
3.14	Certificate of Amendment to the Certificate of Designation of the Series C Convertible Preferred Stock dated January 5, 2010		8-K	3.1	1/11/2010
3.15	Certificate of Designation of the Series D Convertible Preferred Stock dated January 5, 2010		8-K	10.1	2/8/2013
3.16	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
3.17	Certificate of Amendment to the Certificate of Designation of the Series D Convertible Preferred Stock dated March 5, 2010		8-K	3.1	3/11/2010
10.1	Debenture Extension Agreement dated February 4, 2013, by and between the Company and YA Global Investments, L.P.		8-K	3.1	2/8/2013

31.1	Certification by Principal Executive Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
31.2	Certification by Principal Financial and Principal Accounting Officer pursuant to Rule 13a-14(a)/ 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	X
32.1	Certification by Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
32.2	Certification by Principal Financial and Principal Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002	X
101	**Interactive data

3

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	NEOMEDIA TECHNOLOGIES, INC.
Date: May 29, 2013
	By:	/s/ Laura A. Marriott
		Laura A. Marriott
		Chief Executive Officer, Principal Executive Officer
		/s/ Barry S Baer
		Barry S Baer
		Chief Financial Officer, Principal Financial Officer  and Principal Accounting Officer

4

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Accrued Liabilities (Details) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Accrued operating expenses	$ 269	$ 374
Accrued payroll related expenses	15	6
Accrued interest	22	19
Accrued legal fees	31	0
Total	$ 337	$ 399

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Financing (Details 9) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
(Gain) loss from change in fair value of derivative liability - warrants	$ 3,122	$ (41,488)
Series D Preferred Stock [Member]
(Gain) loss from change in fair value of derivative liability - warrants	608	(6,871)
Warrants With Debenture Attached Series 2007 [Member]
(Gain) loss from change in fair value of derivative liability - warrants	0	(3,337)
Warrants With Debenture Attached Series 2008 [Member]
(Gain) loss from change in fair value of derivative liability - warrants	1,424	(18,543)
Warrants With Debenture Attached Series 2010 [Member]
(Gain) loss from change in fair value of derivative liability - warrants	480	(6,342)
Warrants With Debenture Attached Series 2011 [Member]
(Gain) loss from change in fair value of derivative liability - warrants	387	(4,577)
Warrants With Debenture Attached Series 2012 [Member]
(Gain) loss from change in fair value of derivative liability - warrants	$ 223	$ (1,818)

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Financing (Details 1) (Debenture Issuance 2006 [Member], USD $) In Thousands, except Per Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Debenture Issuance 2006 [Member]
Face Amount	$ 53
Interest Rate	10.00%
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Fixed Price	$ 2
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price	$ 0.00099
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Percentage	90.00%
Look-back Period	125 days

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Stock-Based Compensation (Details 1) (USD $)	3 Months Ended
	Mar. 31, 2013
Nonvested Shares (in shares)	713
Nonvested Shares, Granted (in shares)	0
Nonvested Shares, Vested (in shares)	254
Nonvested Shares, Forfeited (in shares)	0
Nonvested Shares (in shares)	459
Weighted Average Grant Date Fair Value, Nonvested (in dollars per share)	$ 0.01
Weighted Average Grant Date Fair Value, Granted (in dollars per share)	$ 0
Weighted Average Grant Date Fair Value, Vested (in dollars per share)	$ 0
Weighted Average Grant Date Fair Value, Forfeited (in dollars per share)	$ 0
Weighted Average Grant Date Fair Value, Nonvested (in dollars per share)	$ 0.01

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Disclosure of Compensation Related Costs, Share-based Payments [Text Block]

Note 4 – Stock-Based Compensation

A summary of the transactions and status of our granted, vested and exercisable options during the three months ended March 31, 2013 follows:

							Weighted-
							Average
			Weighted-				Contractual
			Average		Aggregate		Life
			Exercise		Intrinsic		Remaining
	Shares		Price		Value		in Years
	(in thousands)				(in thousands)
Outstanding at December 31, 2012		1,340	$	0.02		-
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding at March 31, 2013		1,340	$	0.02	$	-		9.0
Exercisable at March 31, 2013		930	$	0.02	$	-		8.3

A summary of the status of our non-vested options as of March 31, 2013 and changes during the three months ended is below:

			Weighted
			Average
			Grant Date
Nonvested Shares	Shares		Fair Value
	(in thousands)
Nonvested at December 31, 2012		713	$	0.01
Granted		-		-
Vested		254		-
Forfeited		-	$	-
Nonvested at March 31, 2013		459	$	0.01

The following table summarizes information about our stock options outstanding at March 31, 2013:

Options Outstanding							Options Exercisable
Exercise Prices	Number of Shares		Weighted- Average Remaining Life		Weighted- Average Exercise Price		Number of Shares		Weighted- Average Exercise Price
	(in thousands)		(in years)				(in thousands)
$0.01		300		9.7	$	0.008		50		0.008
$0.014 to $0.03		950		8.2		0.02		790	$	0.02
$0.05		90		7.9		0.05		90	$	0.05
		1,340		8.6	$	0.02		930	$	0.02

There were no stock options exercised during the three months ended March 31, 2013 or 2012.

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Financing (Details 5) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Gain (loss) from change in fair value of derivative liability	$ 6,774	$ (89,649)
Series C Preferred Stock [Member]
Gain (loss) from change in fair value of derivative liability	(289)	(15,117)
Series D Preferred Stock [Member]
Gain (loss) from change in fair value of derivative liability	(21)	(3,292)
Debentures 2006 Series [Member]
Gain (loss) from change in fair value of derivative liability	11	(21,885)
Debentures 2008 Series [Member]
Gain (loss) from change in fair value of derivative liability	0	(14,741)
Debentures 2009 Series [Member]
Gain (loss) from change in fair value of derivative liability	0	(5,450)
Debentures 2010 Series [Member]
Gain (loss) from change in fair value of derivative liability	0	(11,935)
Debentures 2011 Series [Member]
Gain (loss) from change in fair value of derivative liability	0	(13,721)
Debentures 2012 Series [Member]
Gain (loss) from change in fair value of derivative liability	$ 0	$ (3,508)

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Financing (Details 4) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Debentures, Face Value	$ 53	$ 53
Debentures, Carrying Value	53	53
Debentures, Accrued Interest	7	7
Debentures, Embedded Conversion Feature	2,446	16
Debentures, Common Stock Shares (in shares)	4,922,928	1,002,281
Series C Preferred Stock [Member]
Preferred stock	4,840	4,840
Preferred stock, Carrying Value	4,840	4,804
Preferred Stock, Accrued Interest	0	0
Preferred Stock, Embedded Conversion Feature	2,277	1,988
Common Stock Shares (in shares)	273,382	923,953
Series D Preferred Stock [Member]
Preferred stock	348	348
Preferred stock, Carrying Value	348	348
Preferred Stock, Accrued Interest	0	0
Preferred Stock, Embedded Conversion Feature	164	143
Common Stock Shares (in shares)	245,162	66,457
Debentures 2006 Series [Member]
Debentures, Face Value	53	53
Debentures, Carrying Value	53	53
Debentures, Accrued Interest	7	7
Debentures, Embedded Conversion Feature	$ 5	$ 16
Debentures, Common Stock Shares (in shares)	60,917	11,871

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Financing (Details 6) (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Face Value	$ 27,576	$ 28,887
Fair Value	54,403	64,292
Common Stock Shares	40,762,184	22,696,138
Debentures 2006 Series [Member]
Face Value	5,974	6,180
Fair Value	11,852	14,758
Common Stock Shares	8,962,027	5,196,283
Debentures 2007 Series [Member]
Face Value	6,701	6,856
Fair Value	14,654	17,172
Common Stock Shares	11,184,898	6,098,480
Debentures 2008 Series [Member]
Face Value	6,468	6,468
Fair Value	13,835	15,492
Common Stock Shares	10,600,859	5,487,497
Debentures 2009 Series [Member]
Face Value	1,349	1,644
Fair Value	2,833	3,565
Common Stock Shares	2,114,786	1,243,390
Debentures 2010 Series [Member]
Face Value	3,806	3,806
Fair Value	6,553	7,178
Common Stock Shares	4,949,323	2,512,724
Debentures 2011 Series [Member]
Face Value	1,705	1,954
Fair Value	2,379	3,080
Common Stock Shares	1,404,486	1,084,237
Debentures 2012 Series [Member]
Face Value	1,573	1,979
Fair Value	2,297	3,047
Common Stock Shares	$ 1,545,805	$ 1,073,527

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Financing (Details 7) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Gain (loss) from changes in fair value of hybrid instruments	$ (299)	$ (31,170)
Debentures 2006 Series [Member]
Gain (loss) from changes in fair value of hybrid instruments	1,887	0
Debentures 2007 Series [Member]
Gain (loss) from changes in fair value of hybrid instruments	2,329	(25,057)
Debentures 2008 Series [Member]
Gain (loss) from changes in fair value of hybrid instruments	1,657	6,113
Debentures 2009 Series [Member]
Gain (loss) from changes in fair value of hybrid instruments	(74)	0
Debentures 2010 Series [Member]
Gain (loss) from changes in fair value of hybrid instruments	623	0
Debentures 2011 Series [Member]
Gain (loss) from changes in fair value of hybrid instruments	249	0
Debentures 2012 Series [Member]
Gain (loss) from changes in fair value of hybrid instruments	$ 103	$ 0

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Financing

3 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Derivative Instruments and Hedging Activities Disclosure [Text Block]

Note 3 – Financing

At March 31, 2013, financial instruments arising from 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 thirty-three secured convertible debentures issued between August 2006 and July 2012 and various warrants to purchase shares of our common stock. All of our assets are pledged to secure our obligations under the debt 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.

Secured Debentures - The underlying agreements for each of the thirty-three debentures are very similar in form, except in regard to the interest rate, conversion prices, 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 of the outstanding common stock, 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 GmbH, 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 (as such terms are defined therein) which have been executed in connection with each of the 2010, 2011 and 2012 financings.

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 below.

We evaluated the financing transactions in accordance with FASB ASC 815, Derivatives and Hedging, and determined that the conversion features of the Series C and Series D preferred stock and the Debentures were not afforded the exemption for conventional convertible instruments due to their variable conversion rates. The contracts have no explicit limit on the number of shares issuable so they did not meet the conditions set forth in current accounting standards for equity classification. Accordingly, either the embedded derivative instruments, including the conversion option, must be bifurcated and accounted for as derivative instrument liabilities or, as permitted by FASB ASC 815-15-25-4, Recognition of Embedded Derivatives, the instruments may be carried in their entirety at fair value.

At inception, we elected to bifurcate the embedded derivatives related to the Series C and Series D preferred stock and certain debentures, while electing the fair value option for the March 2007, August 2007, April 2008, May 2008 and April 2012 Debentures. FASB ASC 825, Financial Instruments, allows us to elect the fair value option for recording financial instruments when they are initially recognized or if there is an event that requires re-measurement of the instruments at fair value, such as a significant modification of the debt.

On May 25, 2012, the terms of the debentures held by YA Global were modified to extend the stated maturity dates to August 1, 2013 and reduce the interest rates to 9.5% per year, with interest being payable on the maturity date in cash or, provided certain equity conditions are satisfied, in shares of our Common Stock at the applicable conversion price. Because the effect of the modifications exceeded a significance threshold relative to cash flows prescribed by ASC 470-50, Debt Modifications and Extinguishments, the modifications of the amounts due under these arrangements were accounted for as extinguishments, whereby the existing debentures are considered to be retired and new debentures issued. The existing instruments were first adjusted to fair value as of May 25, 2012 using the interest rate and maturity date prior to the amendment. The fair value of the new instruments was then calculated using the modified interest rate and maturity date to determine the fair value of the instrument subsequent to the amendment. The differences in the fair values before and after the amendment were recorded as an extinguishment loss of approximately $27.5 million in the statements of operations for the three and six months ended June 30, 2012.

As of the date of the May 25, 2012 modification, we have elected to carry all modified debentures at the fair value of the hybrid instrument with changes in the fair value of the debentures charged or credited to income each period.

On February 4, 2013, we entered into a Debenture Extension Agreement with YA Global to extend the maturity dates of the secured convertible debentures to August 1, 2014. Because the effect of the extension did not exceed a significance threshold relative to cash flows prescribed by ASC 470-50, Debt Modifications and Extinguishments, extinguishment accounting was not applicable.

The following table summarizes the significant terms of each of the debentures for which the entire hybrid instrument is recorded at fair value as of March 31, 2013:

							Conversion Price – Lower of Fixed Price or Percentage of VWAP for Look-back period
					Default				Anti-Dilution
Debenture		Face	Interest		Interest		Fixed		Adjusted				Default		Look-back
Issuance Year		Amount	Rate		Rate		Price		Price		%		%		Period
		(in thousands)
2006	$	5,974	9.5	%	n/a		$	2.00	$	0.00099	90	%	n/a		125 Days
2007		6,701	9.5	%	n/a		$	2.00			80%-90	%	n/a		125 Days
2008		6,468	9.5	%	20%-24	%	$	1.00-$2.00	$	0.00088-$0.00099	80%-95	%	50%-75	%	125 Days
2009		1,349	9.5	%	20	%	$	2.00	$	0.001045	95	%	50	%	125 Days
2010		3,806	9.5	%	20	%	$	0.10- $0.30	$	0.001045	95	%	50	%	60 Days
2011		1,705	9.5	%	20	%	$	0.10	$	0.001045	95	%	50	%	60 Days
2012		1,573	9.5	%	20	%	$	0.10	$	0.001045	95	%	50	%	60 Days
Total	$	27,576

For the portion of the debentures held by investors other than YA Global (which debentures were not modified on May 25, 2012) and for the Series C and Series D preferred stock, the election to carry the instruments at fair value in their entirety is not available. Accordingly, we continue to bifurcate the compound embedded derivatives related to the Series C and Series D preferred stock and these debentures and carry these financial instruments as liabilities in the accompanying balance sheet. Significant components of the compound embedded derivative include (i) the embedded conversion feature, (ii) down-round anti-dilution protection features and (iii) default, non-delivery and buy-in puts, all of which were combined into one compound instrument that is carried at fair value as a derivative liability. Changes in the fair value of the compound derivative liability are charged or credited to income each period.

The table below summarizes the significant terms of the debentures that are carried at their amortized cost and for which the compound embedded derivative is bifurcated and accounted for as a derivative liability as of March 31, 2013:

Conversion Price – Lower of Fixed Price or Percentage of VWAP for Look-back Period

Default

Anti-Dilution

Debenture

Face

Interest

Interest

Fixed

Adjusted

Look-back

Issuance Year

Amount

Rate

Rate

Price

Price

%

Period

(in thousands)

2006

$

53

10

%

n/a

$

2

0.00099

90

%

125 days

Conversions and Repayments–Our preferred stock and convertible debentures are convertible into shares of our common stock. Upon conversion of any of the convertible financial instruments in which the compound embedded derivative is bifurcated, 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. For instruments that are recorded in their entirety at the fair value of the hybrid instrument, the fair value of the hybrid instrument converted is credited to the capital accounts upon conversion to reflect the stock issued and no gain or loss is recognized.

The following table provides a summary of the preferred stock conversions that have occurred since inception and the number of common shares issued upon conversion.

	Preferred		Preferred		Preferred		Common
	shares		shares		shares		shares
	issued		converted		remaining		issued
	(in thousands)
Series C preferred stock		22		17		5		273,382
Series D preferred stock		25		22		10		245,162

The outstanding principal and accrued interest for the debentures as of March 31, 2013 is reflected in the following table in addition to the principal and interest converted since inception and the number of common shares issued upon conversion.

	Outstanding		Principal and
	principal and		accrued interest		Common
	accrued interest at		converted since		Shares
	March 31, 2013		inception		Issued
	(in thousands)
Debentures		$40,762		$11,069		2,804,842

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 a fixed exercise price which, from time to time, has been reduced due to anti-dilution provisions when the Company has entered into subsequent financing arrangements with a lower price. The exercise prices may be reset again in the future if we subsequently issue stock or enter into a financing arrangement with a lower price. In addition, upon each adjustment in the exercise price, the number of warrant shares issuable is adjusted to the number of shares determined by multiplying the warrant exercise price in effect prior to the adjustment by the number of warrant shares issuable prior to the adjustment divided by the warrant exercise price resulting from the adjustment.

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.

Effective February 1, 2013, 1.4 billion of the 1.9 billion warrants held by YA Global were cancelled and the remaining 500 million had their exercise price reduced to $0.0001 per share. These changes resulted in a decrease in fair value of the warrants of approximately $1.64 million as reflected in the gain/(loss) from change in fair value of derivative liability-warrants.

 Fair value disclosures

Bifurcated Embedded Derivative Instruments – Series C and Series D preferred stock and Convertible Debentures held by investors other than YA Global - For financings in which the embedded derivative instruments are bifurcated and recorded separately, 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 of the debenture, 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 March 31, 2013 included exercise estimates/behaviors and the following other significant estimates: (i) Preferred Stock: remaining term of 1.34 years, equivalent volatility of 127%, equivalent interest rate of 8%, equivalent credit-risk adjusted rate of 6.6% and anti-dilution adjusted conversion price of $0.0010670, (ii) Convertible Debentures: Anti-dilution adjusted conversion price of $0.001045. Equivalent amounts reflect the net results of multiple modeling simulations that the Monte Carlo Simulation methodology applies to underlying assumptions.

Due to the variability of the conversion prices, fluctuations in the trading market price of our common stock 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 Common 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 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 March 31, 2013, 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).

The following tables reflects the face value of the instruments, their amortized carrying value and the fair value of the separately-recognized compound embedded derivative, as well the number of common shares into which the instruments are convertible as of March 31, 2013 and December 31, 2012.

March 31, 2013							Embedded		Common
	Face		Carrying		Accrued		Conversion		Stock
	Value		Value		Interest		Feature		Shares
	(in thousands)
Series C preferred stock	$	4,840	$	4,840		0	$	2,277		4,535,769
Series D preferred stock	$	348	$	348		0		164		326,242
Debentures:
2006	$	53	$	53	$	7		5		60,917
Total	$	53	$	53	$	7	$	2,446		4,922,928

December 31, 2012							Embedded		Common
	Face		Carrying		Accrued		Conversion		Stock
	Value		Value		Interest		Feature		Shares
	(in thousands)
Series C preferred stock	$	4,840	$	4,804	$	-	$	1,988		923,953
Series D preferred stock	$	348	$	348	$	-		143		66,457
Debentures:
2006	$	53	$	53	$	7		16		11,871
Total	$	53	$	53	$	7	$	16		1,002,281

The terms of the embedded conversion features in the convertible instruments presented above provide for variable conversion rates that are indexed to our quoted 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 March 31, 2013 and December 31, 2012 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 March 31, 2013 and December 31, 2012 was calculated as the face value of each instrument divided by the variable conversion price using the appropriate look-back period.

As discussed above, on February 4, 2013, the terms of the debentures held by YA Global were modified to extend the stated maturity dates to August 1, 2014 and those debentures are accounted for as hybrid instruments and are carried in their entirety at fair value. The debentures outstanding at March 31, 2013 of $53,000 shown above represent a portion of the debentures issued to YA Global which had previously been transferred by YA Global to other parties. These debentures were not modified and continued to mature on July 29, 2012. At March 31, 2013 the debentures had not yet been converted or repaid.

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 statements of operations.

	Three months ended March 31,
	2013			2012
	(in thousands)
Series C preferred stock	$	(289	)	$	(15,117	)
Series D preferred stock		(21	)		(3,292	)
Debentures:
2006		11			(21,885	)
2008		-			(14,741	)
2009		-			(5,450	)
2010		-			(11,935	)
2011		-			(13,721	)
2012		-			(3,508	)
Gain (loss) from change in fair value of derivative liability	$	(299	)	$	(89,649	)

Hybrid Financial Instruments Carried at Fair Value – Since inception, the March 2007, August 2007, April 2008, May 2008 and April 2012 convertible debentures have been recorded in their entirety at fair value as hybrid instruments in accordance with FASB ASC 815-15-25-4 with subsequent changes in fair value charged or credited to income each period. As of May 25, 2012, we elected the fair value option for all other convertible debentures held by YA Global upon a re-measurement date that was triggered by significant modifications of the financial instruments.

Because these debentures are carried in their entirety at fair value, the value of the embedded conversion feature is embodied in those fair values. At inception, the March 2007, August 2007, April 2008 and May 2008 debentures were valued using the common stock equivalent approach. For the April 26, 2012 debenture and, effective May 25, 2012 for all other debentures, the Company changed its method of estimating the fair value of the hybrid instrument to consider the present value of the cash flows of the instrument, using a risk-adjusted interest rate, enhanced by the value of the conversion option, valued using a Monte Carlo model. This method was considered by our management to be the most appropriate method of encompassing the credit risk and exercise behavior that a market participant would consider when valuing the hybrid financial instrument. Inputs used to value the hybrid instruments as of March 31, 2013 included: (i) present value of future cash flows for the debenture using a risk adjusted interest rate of 6.64%, (ii) remaining term of 1.34 years, (iii) equivalent volatility of 126%, equivalent interest rate of 9.5%, equivalent credit-risk adjusted rate of 6.64% and anti-dilution adjusted conversion prices ranging from $0.000880- $0.001045.

The following table reflects the face value of the financial instruments, the fair value of the hybrid financial instrument and the number of common shares into which the instruments are convertible as of March 31, 2013 and December 31, 2012.

					Common
March 31, 2013	Face		Fair		Stock
	Value		Value		Shares
	(in thousands)
Debentures:
2006	$	5,974	$	11,852		8,962,027
2007		6,701		14,654		11,184,898
2008		6,468		13,835		10,600,859
2009		1,349		2,833		2,114,786
2010		3,806		6,553		4,949,323
2011		1,705		2,379		1,404,486
2012		1,573		2,297		1,545,805
Total	$	27,576	$	54,403		40,762,184

					Common
December 31, 2012	Face		Fair		Stock
	Value		Value		Shares
	(in thousands)
Debentures:
2006	$	6,180	$	14,758		5,196,283
2007		6,856		17,172		6,098,480
2008		6,468		15,492		5,487,497
2009		1,644		3,565		1,243,390
2010		3,806		7,178		2,512,724
2011		1,954		3,080		1,084,237
2012		1,979		3,047		1,073,527
Total	$	28,887	$	64,292		22,696,138

Changes in the fair value of convertible instruments that are carried in their entirety at fair value 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:

	Three months ended March 31,
	2013			2012
	(in thousands)
2006	$	1,887		$	-
2007		2,329			(25,057	)
2008		1,657			-6,113
2009		(74	)		-
2010		623			-
2011		249			-
2012		103			-
Gain (loss) from changes in fair value of hybrid instruments	$	6,774		$	(31,170	)

Warrants - The following table summarizes the warrants outstanding, their fair value and their exercise price after adjustment for anti-dilution provisions:

			March 31, 2013						December 31, 2012
			Anti-Dilution						Anti-Dilution
			Adjusted						Adjusted
	Expiration		Exercise				Fair		Exercise				Fair
	Year		Price		Warrants		Value		Price		Warrants		Value
Warrants issued with preferred stock:					(in thousands)						(in thousands)
Series D preferred stock		2017		0.000100		87,368	$	101		0.00684		328,947	$	709
Warrants issued with debentures:
2008		2015		0.000100		238,079		267		0.00684		896,382		1,691
2010		2015		0.000100		81,350		91		0.00684		306,287		571
2011		2016		0.000100		58,246		66		0.00684		219,298		453
2012		2017		0.000100		34,947		40		0.00684		131,579		263
Total						499,990	$	565				1,882,493	$	3,687

The warrants are valued using a binomial lattice option valuation methodology because that model embodies all of the significant relevant assumptions that address the features underlying these instruments. Significant assumptions used in this model as of March 31, 2013 included an expected life equal to the remaining term of the warrants, an expected dividend yield of zero, estimated volatility ranging from 47% to 176%, and risk-free rates of return of 0.07% to 0.77%. 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 common stock price volatility over the remaining term of the warrants. As a result of the repricing on February 1, 2013, the exercise price of the warrants is currently $.0001. The anti-dilution provisions are still applicable so in the future the fixed exercise price of the warrants may be reset to equal to the lowest price of any subsequently issued common share indexed instruments with a conversion price below the current 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:

:

	Three months ended March 31,
	2013		2012
Warrants issued with preferred stock:	(in thousands)
Series D preferred stock		608		(6,871	)
Warrants issued with debentures:
2007		-		(3,337	)
2008		1,424		(18,543	)
2010		480		(6,342	)
2011		387		(4,577	)
2012		223		(1,818	)
Total	$	3,122	$	(41,488	)

Reconciliation of changes in fair value – 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 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 and changes in the fair value of hybrid instruments carried at fair value during the three months ended March 31, 2013:

	Compound
	Embedded		Warrant			Hybrid
	Derivatives		Derivatives			Instruments			Total
Beginning balance, December 31, 2012:	$	2,147	$	3,687		$	64,292		$	70,126
Fair value adjustments:
Compound embedded derivatives		299		-			-			299
Warrant derivatives		-		(3,122	)		-			(3,122	)
Hybrid instruments		-		-			(6,774	)		(6,774	)
Conversions:
August 24, 2006 financing		-		-			(516	)		(516	)
December 29, 2006 financing		-		-			(503	)		(503	)
March 27, 2007 financing		-		-			(190	)		(190	)
July 15, 2009 financing		-		-			(614	)		(614	)
August 14, 2009 financing		-		-			(192	)		(192	)
April 13, 2011 financing		-		-			(199	)		(199	)
October 25, 2011 financing		-		-			(37	)		(37	)
December 8, 2011 financing		-		-			(217	)		(217	)
March 26, 2012 financing		-		-			(141	)		(141	)
June 1, 2012 financing		-		-			(506	)		(506	)
Ending balance, March 31, 2013	$	2,446	$	565		$	54,403		$	57,414

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

Subsequent to March 31, 2013, holders of convertible debentures have converted $320,302of principal and accrued interest on those debentures into 654,690,200 shares of our common stock. In addition, one holder of our series C preferred shares converted their preferred shares into 41,237,113 shares of our common stock.

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Financing (Details 8) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Anti-Dilution Adjusted Exercise Price		$ 0.00684
Warrants	499,990	1,882,493
Fair Value	$ 565	$ 3,687
Warrants Issued With Debentures 2008 [Member]
Expiration Year	2015
Anti-Dilution Adjusted Exercise Price	$ 0.000100	$ 0.00684
Warrants	238,079	896,382
Fair Value	267	1,691
Warrants Issued With Debentures 2010 [Member]
Expiration Year	2015
Anti-Dilution Adjusted Exercise Price	$ 0.000100	$ 0.00684
Warrants	81,350	306,287
Fair Value	91	571
Warrants Issued With Debentures 2011 [Member]
Expiration Year	2016
Anti-Dilution Adjusted Exercise Price	$ 0.000100	$ 0.00684
Warrants	58,246	219,298
Fair Value	66	453
Warrants Issued With Debentures 2012 [Member]
Expiration Year	2017
Anti-Dilution Adjusted Exercise Price	$ 0.000100	$ 0.00684
Warrants	34,947	131,579
Fair Value	40	263
Series D Preferred Stock [Member]
Expiration Year	2017
Anti-Dilution Adjusted Exercise Price	$ 0.000100	$ 0.00684
Warrants	87,368	328,947
Fair Value	$ 101	$ 709

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Geographic and Segment Reporting (Details) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenue	$ 602	$ 726
Net income (loss)	9,036	(165,534)
Identifiable assets	5,235	7,885
United States [Member]
Revenue	589	678
Net income (loss)	9,214	(165,102)
Identifiable assets	4,962	7,398
Germany [Member]
Revenue	13	48
Net income (loss)	(178)	(432)
Identifiable assets	$ 273	$ 487

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Condensed Consolidated Balance Sheets (USD $) In Thousands, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
ASSETS
Cash and cash equivalents	$ 62	$ 611
Trade accounts receivable, net of allowance of $0 for both periods	283	217
Prepaid expenses and other current assets	20	120
Total current assets	365	948
Property and equipment, net	33	44
Goodwill	3,418	3,418
Proprietary software, net	0	99
Patents and other intangible assets, net	1,417	1,490
Other long-term assets	2	40
Total assets	5,235	6,039
LIABILITIES AND SHAREHOLDERS' DEFICIT
Accounts payable	652	506
Accrued expenses	337	399
Deferred revenues and customer prepayments	3,348	3,735
Notes payable		50
Deferred tax liability	706	706
Derivative financial instruments - warrants	565	3,687
Derivative financial instruments - Series C and D preferred stock and debentures payable	2,446	2,147
Debentures payable - carried at amortized cost	53	53
Debentures payable - carried at fair value	54,403	64,292
Total current liabilities	62,510	75,575
Commitments and contingencies	0	0
Shareholders' deficit:
Common stock, $0.001 par value, 5,000,000,000 shares authorized, 3,345,017,232 and 2,106,035,882 shares issued and outstanding as of March 31, 2013 and December 31, 2012, respectively	3,345	2,106
Additional paid-in capital	190,689	188,814
Accumulated deficit	(255,594)	(264,630)
Accumulated other comprehensive loss	(124)	(235)
Treasury stock, at cost, 2,012 shares of common stock	(779)	(779)
Total shareholders' deficit	(62,463)	(74,724)
Total liabilities and shareholders' deficit	5,235	6,039
Series C Convertible Preferred Stock [Member]
LIABILITIES AND SHAREHOLDERS' DEFICIT
Preferred stock	4,840	4,840
Series D Convertible Preferred Stock [Member]
LIABILITIES AND SHAREHOLDERS' DEFICIT
Preferred stock	$ 348	$ 348

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General

3 Months Ended

Mar. 31, 2013

General [Abstract]

General and Going Concern [Text Block]

Note 1 - General

Business – NeoMedia Technologies, Inc., a Delaware corporation (“NeoMedia”, and also referred to herein as “us”, “we” and “our”), was founded in 1989 and is headquartered in Boulder, Colorado. We have pioneered 2D mobile barcode technology and infrastructure solutions that enable the mobile barcode ecosystem world-wide. NeoMedia strives to harness the power of the mobile phone in innovative ways with state-of-the-art mobile barcode technology. With this technology, mobile phones with cameras become barcode scanners and this enables a range of practical applications including mobile marketing, mobile commerce and advertising. In addition, we offer barcode management reader solutions as well as intellectual property licensing.

Going Concern – We have historically incurred net losses from operations and we expect that we will continue to have negative cash flows as we implement our business plan. There can be no assurance that our continuing efforts to execute our business plan will be successful and that we will be able to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplates our continuation as a going concern. Net income/(loss) for the three months ended March 31, 2013 and 2012, respectively, was $9.0 million and $(165.5) million, of which $9.6 million and $(164.7) million, respectively, were non-cash net income/(loss) related to our financing instruments. Net cash used by operations during the three months ended March 31, 2013 and 2012 was $660,000 and $966,000, respectively. At March 31, 2013, we have an accumulated deficit of $255.6 million. We also have a working capital deficit of $57.3 million, of which $57.5 million is related to our financing instruments which includes the fair value of warrants and those debentures that are recorded as hybrid financial instruments.

The items discussed above raise doubt about our ability to continue as a going concern.

We currently do not have sufficient cash, or commitments for financing to sustain our operations for the next twelve months. Our plan is to develop new client and customer relationships and substantially increase our revenue derived from improved products and IP licensing. If our revenues are not to plan and our operating expenses cannot be reduced to sustain our operations, we may require additional financing in order to execute our operating plan; however, we believe that such additional financing will not be necessary. If additional financing is required, we cannot predict whether this additional financing will be in the form of equity, debt, or another form and we may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that these financing sources do not materialize, or that we are unsuccessful in increasing our revenues and profits, we may be unable to implement our current plans for expansion, repay our debt obligations or respond to competitive pressures, any of which circumstances would have a material adverse effect on our business, prospects, financial condition and results of operations.

The Convertible Debentures and preferred stock used to finance the Company, which may be converted into common stock at the sole option of the holders, have a highly dilutive impact when they are converted, greatly increasing the number of common shares outstanding. During the three months ended March 31, 2013, there were 1,238,981,350 shares of common stock issued for these conversions. The Company cannot predict if and when each holder may or may not elect to convert into common shares.

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Financing (Details Textual) (USD $)	3 Months Ended		6 Months Ended
	Mar. 31, 2013	Jun. 30, 2012	Jun. 30, 2012	May 25, 2012
Name of Accredited Investor	YA Global
Ownership Stock Issued on Conversation of Debt, Maximum	9.99%
Debt Instrument, Interest Rate, Stated Percentage	9.50%			9.50%
Debt Instrument, Maturity Date	Aug. 01, 2013
Debt Instrument, Equivalent Volatility	126.00%
Credit Risk Adjusted Rate	6.64%
Fair Value Assumptions, Expected Volatility Rate	127.00%
Fair Value Assumptions, Risk Free Interest Rate, Minimum	8.00%
Fair Value Inputs, Entity Credit Risk	6.60%
Embedded Convertible Preferred Stock Terms of Conversion	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 March 31, 2013 and December 31, 2012 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.
Preferred Stock Remaining Term	1 year 4 months 2 days
Extinguishment of Debt, Gain (Loss), Income Tax		$ 27,500,000	$ 27,500,000
Warrants Exercise Price	$ 0.0001
Maximum [Member]
Fair Value Assumptions, Expected Volatility Rate	176.00%
Fair Value Assumptions, Risk Free Interest Rate, Maximum	0.77%
Debentures Converted, Description	Subsequent to March 31, 2013, holders of convertible debentures have converted $320,302 of principal and accrued interest on those debentures into 654,690,200 shares of our common stock. In addition, one holder of our series C preferred shares converted their preferred shares into 41,237,113 shares of our common stock.
Minimum [Member]
Fair Value Assumptions, Expected Volatility Rate	47.00%
Fair Value Assumptions, Risk Free Interest Rate, Minimum	0.07%
Debenture [Member]
Antidilution Adjusted Conversion Price, Minimum	$ 0.000880
Antidilution Adjusted Conversion Price, Maximum	$ 0.001045
Bifurcated Embedded Derivative Instruments [Member]
Debt Instrument, Convertible, Conversion Price	$ 0.0010670
Debentures Transferred by Ya Global [Member]
Debt Instrument, Maturity Date	Jul. 29, 2012
Convertible Debt	53,000
Ya Global [Member]
Warrants Held by Investors	1,400,000,000
Warrants Cancelled by Investors	1,900,000,000
Remaining Warrants by Investors	500,000,000
Warrants Exercise Price	$ 0.0001
Decrease in Fair Value of Warrants	$ 1,640,000

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Summary of Significant Accounting Policies (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Numerator:
Net income (loss) available to common shareholders	$ 9,036	$ (165,534)
Numerator for diluted earnings per share- income (loss) available to common stockholders after assumed conversions of debentures and exercise of warrants	$ 9,036	$ (165,534)
Denominator
Weighted average shares used to compute basic EPS (in shares)	2,789,315,439	652,829,594
Denominator for diluted earnings per share-adjusted weighted average shares and assumed conversions and exercise of options (in shares)	3,302,657,994	652,829,594
Basic earnings per share (in dollars per share)	$ 0.003	$ (0.25)
Diluted earnings per share (in dollars per share)	$ 0.003	$ (0.25)

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Stock-Based Compensation (Details) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2013
Shares, Outstanding at December 31, 2012 (in shares)	1,340
Shares, Granted (in shares)	0
Shares, Exercised (in shares)	0
Shares, Forfeited (in shares)	0
Shares, Outstanding at March 31, 2013 (in shares)	1,340
Shares, Exercisable at March 31, 2013 (in shares)	930
Weighted-Average Exercise Price, Outstanding at December 31, 2012 (in dollars per share)	$ 0.02
Weighted-Average Exercise Price, Granted (in dollars per share)	$ 0
Weighted-Average Exercise Price, Exercised (in dollars per share)	$ 0
Weighted-Average Exercise Price, Forfeited (in dollars per share)	$ 0
Weighted-Average Exercise Price, Outstanding at March 31, 2013 (in dollars per share)	$ 0.02
Weighted-Average Exercise Price, Exercisable at March 31, 2013 (in dollars per share)	$ 0.02
Aggregate Intrinsic Value,Outstanding at March 31, 2013	$ 0	$ 0
Aggregate Intrinsic Value, Exercisable at March 31, 2013	$ 0
Weighted-Average Contractual Life Remaining in Years, Outstanding at March 31, 2013	9 years
Weighted-Average Contractual Life Remaining in Years, Exercisable at March 31, 2013	8 years 3 months 18 days

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Financing (Details) (USD $) In Thousands, except Per Share data, unless otherwise specified			3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012	Mar. 31, 2013 Debenture Issuance 2006 [Member]	Mar. 31, 2013 Debenture Issuance 2007 [Member]	Mar. 31, 2013 Debenture Issuance 2008 [Member]	Mar. 31, 2013 Debenture Issuance 2009 [Member]	Mar. 31, 2013 Debenture Issuance 2010 [Member]	Mar. 31, 2013 Debenture Issuance 2011 [Member]	Mar. 31, 2013 Debenture Issuance 2012 [Member]
Face Amount	$ 53	$ 53	$ 5,974	$ 6,701	$ 6,468	$ 1,349	$ 3,806	$ 1,705	$ 1,573
Interest Rate			9.50%	9.50%	9.50%	9.50%	9.50%	9.50%	9.50%
Default Interest Rate						20.00%	20.00%	20.00%	20.00%
Default Interest Rate, Minimum					20.00%
Default Interest Rate, Maximum					24.00%
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Fixed Price			$ 2.00	$ 2.00		$ 2.00		$ 0.10	$ 0.10
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Fixed Price, Minimum					$ 1.00		$ 0.10
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Fixed Price, Maximum					$ 2.00		$ 0.30
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price			$ 0.00099			$ 0.001045	$ 0.001045	$ 0.001045	$ 0.001045
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Minimum					$ 0.00088
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Anti-Dilution Adjusted Price, Maximum					$ 0.00099
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Percentage			90.00%			95.00%	95.00%	95.00%	95.00%
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Percentage, Minimum				80.00%	80.00%
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Percentage, Maximum				90.00%	95.00%
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Default Percentage						50.00%	50.00%	50.00%	50.00%
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Default Percentage, Minimum					50.00%
Conversion Price - Lower of Fixed Price or Percentage of VWAP for Look-back Period, Default Percentage, Maximum					75.00%
Look-back Period			125 days	125 days	125 days	125 days	60 days	60 days	60 days

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Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Significant Accounting Policies [Text Block]

Note 2 - Summary of Significant Accounting Policies

The accompanying unaudited condensed consolidated 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, 2012 and 2011, 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, 2012.

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 the 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 our common stock outstanding during the period. During the three months ended March 31, 2013, we reported net income per share and included dilutive instruments in the fully diluted net income per share calculation below. For the three months ended March 31, 2012, approximately 1,912,850,500 of potentially dilutive shares were excluded from the calculation as they were anti-dilutive. For the March 31, 2013 dilutive EPS calculation, there were approximately 3,302,657,994 per share-adjusted weighted average shares outstanding included in the calculation.

	Three Months Ended
	March 31,
	2013		2012
Numerator:
Net income (loss) available to common shareholders	$	9,036	$	(165,534	)
Numerator for diluted earnings per share- income (loss) available to common stockholders after assumed conversions of debentures and exercise of warrants	$	9,036	$	(165,534	)
Denominator
Weighted average shares used to compute basic EPS		2,789,315,439		652,829,594
Denominator for diluted earnings per share-adjusted weighted average shares and assumed conversions and exercise of options		3,302,657,994		652,829,594
Basic earnings per share	$	0.003	$	(0.25	)
Diluted earnings per share	$	0.003	$	(0.25	)

Goodwill –Goodwill represents the excess of the purchase price paid for NeoMedia Europe over the fair value of the identifiable net assets and liabilities acquired, based on an independent appraisal of the assets and liabilities acquired. In accordance with FASB Accounting Standards Codification (ASC) 350, Intangibles - Goodwill and Other goodwill is not amortized, but is tested for impairment, at least annually, by applying the recognition and measurement provisions of FASB ASC 350, which requires that we first assess qualitative factors in our evaluation about the likelihood of goodwill impairment to determine whether it is necessary to perform the two-step quantitative goodwill impairment test of a reporting unit. Our last test for impairment was completed as of December 31, 2012, and no adjustment was deemed needed.

Recent Accounting Pronouncements – In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income, which is included in ASC 220, Comprehensive Income. This update improves the reporting of reclassification out of accumulated other comprehensive income. The guidance is effective for the Company’s interim and annual reporting periods beginning January 1, 2013, and applied prospectively. Management does not anticipate that the accounting pronouncement will have any material future effect on our consolidated financial statements.

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Condensed Consolidated Balance Sheets (Parenthetical) (USD $) In Thousands, except Share data, unless otherwise specified	Mar. 31, 2013	Dec. 31, 2012
Allowance for Doubtful Accounts Receivable, Current (in dollars)	$ 0	$ 0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized	5,000,000,000	5,000,000,000
Common stock, shares issued	3,345,017,232	2,106,035,882
Common stock, shares outstanding	3,345,017,232	2,106,035,882
Treasury stock, shares	2,012	2,012
Series C Convertible Preferred Stock [Member]
Convertible preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Convertible preferred stock, shares authorized	27,000	27,000
Convertible preferred stock, shares issued	4,840	4,840
Convertible preferred stock, shares outstanding	4,840	4,840
Convertible preferred stock, liquidation value (in dollars)	4,840	4,840
Series D Convertible Preferred Stock [Member]
Convertible preferred stock, par value (in dollars per share)	$ 0.01	$ 0.01
Convertible preferred stock, shares authorized	25,000	25,000
Convertible preferred stock, shares issued	3,481	3,481
Convertible preferred stock, shares outstanding	3,481	3,481
Convertible preferred stock, liquidation value (in dollars)	$ 348	$ 348

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Financing (Tables)

3 Months Ended

Mar. 31, 2013

Derivative Instruments and Hedging Activities Disclosure [Abstract]

Schedule of Significant Terms Debentures for Entire Hybrid Instrument [Table Text Block]

The following table summarizes the significant terms of each of the debentures for which the entire hybrid instrument is recorded at fair value as of March 31, 2013:

							Conversion Price – Lower of Fixed Price or Percentage of VWAP for Look-back period
					Default				Anti-Dilution
Debenture		Face	Interest		Interest		Fixed		Adjusted				Default		Look-back
Issuance Year		Amount	Rate		Rate		Price		Price		%		%		Period
		(in thousands)
2006	$	5,974	9.5	%	n/a		$	2.00	$	0.00099	90	%	n/a		125 Days
2007		6,701	9.5	%	n/a		$	2.00			80%-90	%	n/a		125 Days
2008		6,468	9.5	%	20%-24	%	$	1.00-$2.00	$	0.00088-$0.00099	80%-95	%	50%-75	%	125 Days
2009		1,349	9.5	%	20	%	$	2.00	$	0.001045	95	%	50	%	125 Days
2010		3,806	9.5	%	20	%	$	0.10- $0.30	$	0.001045	95	%	50	%	60 Days
2011		1,705	9.5	%	20	%	$	0.10	$	0.001045	95	%	50	%	60 Days
2012		1,573	9.5	%	20	%	$	0.10	$	0.001045	95	%	50	%	60 Days
Total	$	27,576

Schedule of Significant Terms of Debentures Carried at Amortized Cost [Table Text Block]

The table below summarizes the significant terms of the debentures that are carried at their amortized cost and for which the compound embedded derivative is bifurcated and accounted for as a derivative liability as of March 31, 2013:

Conversion Price – Lower of Fixed Price or Percentage of VWAP for Look-back Period

Default

Anti-Dilution

Debenture

Face

Interest

Interest

Fixed

Adjusted

Look-back

Issuance Year

Amount

Rate

Rate

Price

Price

%

Period

(in thousands)

2006

$

53

10

%

n/a

$

2

0.00099

90

%

125 days

Schedule of Number of Shares Issued Convertible Preferred Stock [Table Text Block]

The following table provides a summary of the preferred stock conversions that have occurred since inception and the number of common shares issued upon conversion.

	Preferred		Preferred		Preferred		Common
	shares		shares		shares		shares
	issued		converted		remaining		issued
	(in thousands)
Series C preferred stock		22		17		5		273,382
Series D preferred stock		25		22		10		245,162

Schedule of Debt Conversions [Table Text Block]

The outstanding principal and accrued interest for the debentures as of March 31, 2013 is reflected in the following table in addition to the principal and interest converted since inception and the number of common shares issued upon conversion.

	Outstanding		Principal and
	principal and		accrued interest		Common
	accrued interest at		converted since		Shares
	March 31, 2013		inception		Issued
	(in thousands)
Debentures		$40,762		$11,069		2,804,842

Schedule of Activities of Compound Embedded Derivative [Table Text Block]

The following tables reflects the face value of the instruments, their amortized carrying value and the fair value of the separately-recognized compound embedded derivative, as well the number of common shares into which the instruments are convertible as of March 31, 2013 and December 31, 2012.

March 31, 2013							Embedded		Common
	Face		Carrying		Accrued		Conversion		Stock
	Value		Value		Interest		Feature		Shares
	(in thousands)
Series C preferred stock	$	4,840	$	4,840		0	$	2,277		4,535,769
Series D preferred stock	$	348	$	348		0		164		326,242
Debentures:
2006	$	53	$	53	$	7		5		60,917
Total	$	53	$	53	$	7	$	2,446		4,922,928

December 31, 2012							Embedded		Common
	Face		Carrying		Accrued		Conversion		Stock
	Value		Value		Interest		Feature		Shares
	(in thousands)
Series C preferred stock	$	4,840	$	4,804	$	-	$	1,988		923,953
Series D preferred stock	$	348	$	348	$	-		143		66,457
Debentures:
2006	$	53	$	53	$	7		16		11,871
Total	$	53	$	53	$	7	$	16		1,002,281

Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block]

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 statements of operations.

	Three months ended March 31,
	2013			2012
	(in thousands)
Series C preferred stock	$	(289	)	$	(15,117	)
Series D preferred stock		(21	)		(3,292	)
Debentures:
2006		11			(21,885	)
2008		-			(14,741	)
2009		-			(5,450	)
2010		-			(11,935	)
2011		-			(13,721	)
2012		-			(3,508	)
Gain (loss) from change in fair value of derivative liability	$	(299	)	$	(89,649	)

Schedule of Hybrid Financial Instrument Disclosure [Table Text Block]

The following table reflects the face value of the financial instruments, the fair value of the hybrid financial instrument and the number of common shares into which the instruments are convertible as of March 31, 2013 and December 31, 2012.

					Common
March 31, 2013	Face		Fair		Stock
	Value		Value		Shares
	(in thousands)
Debentures:
2006	$	5,974	$	11,852		8,962,027
2007		6,701		14,654		11,184,898
2008		6,468		13,835		10,600,859
2009		1,349		2,833		2,114,786
2010		3,806		6,553		4,949,323
2011		1,705		2,379		1,404,486
2012		1,573		2,297		1,545,805
Total	$	27,576	$	54,403		40,762,184

					Common
December 31, 2012	Face		Fair		Stock
	Value		Value		Shares
	(in thousands)
Debentures:
2006	$	6,180	$	14,758		5,196,283
2007		6,856		17,172		6,098,480
2008		6,468		15,492		5,487,497
2009		1,644		3,565		1,243,390
2010		3,806		7,178		2,512,724
2011		1,954		3,080		1,084,237
2012		1,979		3,047		1,073,527
Total	$	28,887	$	64,292		22,696,138

Schedule of Fair Value Hybrid Financial Instrument Disclosure [Table Text Block]

Changes in the fair value of convertible instruments that are carried in their entirety at fair value 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:

	Three months ended March 31,
	2013			2012
	(in thousands)
2006	$	1,887		$	-
2007		2,329			(25,057	)
2008		1,657			-6,113
2009		(74	)		-
2010		623			-
2011		249			-
2012		103			-
Gain (loss) from changes in fair value of hybrid instruments	$	6,774		$	(31,170	)

Schedule of Warrants Embedded Warrants Fair Value Outstanding and Anti-Dilutive Adjustment Disclosure [Table Text Block]

Warrants - The following table summarizes the warrants outstanding, their fair value and their exercise price after adjustment for anti-dilution provisions:

			March 31, 2013						December 31, 2012
			Anti-Dilution						Anti-Dilution
			Adjusted						Adjusted
	Expiration		Exercise				Fair		Exercise				Fair
	Year		Price		Warrants		Value		Price		Warrants		Value
Warrants issued with preferred stock:					(in thousands)						(in thousands)
Series D preferred stock		2017		0.000100		87,368	$	101		0.00684		328,947	$	709
Warrants issued with debentures:
2008		2015		0.000100		238,079		267		0.00684		896,382		1,691
2010		2015		0.000100		81,350		91		0.00684		306,287		571
2011		2016		0.000100		58,246		66		0.00684		219,298		453
2012		2017		0.000100		34,947		40		0.00684		131,579		263
Total						499,990	$	565				1,882,493	$	3,687

Schedule of Changes in Fair Value of Warrants [Table Text Block]

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:

	Three months ended March 31,
	2013		2012
Warrants issued with preferred stock:	(in thousands)
Series D preferred stock		608		(6,871	)
Warrants issued with debentures:
2007		-		(3,337	)
2008		1,424		(18,543	)
2010		480		(6,342	)
2011		387		(4,577	)
2012		223		(1,818	)
Total	$	3,122	$	(41,488	)

Schedule of Reconciliation Changes in Fair Value of Financial Instruments and Hybrid Instruments Carried at Fair Value [Table Text Block]

The following represents a reconciliation of the changes in fair value of financial instruments measured at fair value using Level 3 inputs and changes in the fair value of hybrid instruments carried at fair value during the three months ended March 31, 2013:

	Compound
	Embedded		Warrant			Hybrid
	Derivatives		Derivatives			Instruments			Total
Beginning balance, December 31, 2012:	$	2,147	$	3,687		$	64,292		$	70,126
Fair value adjustments:
Compound embedded derivatives		299		-			-			299
Warrant derivatives		-		(3,122	)		-			(3,122	)
Hybrid instruments		-		-			(6,774	)		(6,774	)
Conversions:
August 24, 2006 financing		-		-			(516	)		(516	)
December 29, 2006 financing		-		-			(503	)		(503	)
March 27, 2007 financing		-		-			(190	)		(190	)
July 15, 2009 financing		-		-			(614	)		(614	)
August 14, 2009 financing		-		-			(192	)		(192	)
April 13, 2011 financing		-		-			(199	)		(199	)
October 25, 2011 financing		-		-			(37	)		(37	)
December 8, 2011 financing		-		-			(217	)		(217	)
March 26, 2012 financing		-		-			(141	)		(141	)
June 1, 2012 financing		-		-			(506	)		(506	)
Ending balance, March 31, 2013	$	2,446	$	565		$	54,403		$	57,414

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Document and Entity Information	3 Months Ended
	Mar. 31, 2013	May 24, 2013
Entity Registrant Name	NEOMEDIA TECHNOLOGIES INC
Entity Central Index Key	0001022701
Current Fiscal Year End Date	--12-31
Entity Filer Category	Smaller Reporting Company
Trading Symbol	neom
Entity Common Stock, Shares Outstanding		4,099,707,434
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2013
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Share-based Payment Award, Stock Options, Valuation Assumptions [Table Text Block]

A summary of the transactions and status of our granted, vested and exercisable options during the three months ended March 31, 2013 follows:

							Weighted-
							Average
			Weighted-				Contractual
			Average		Aggregate		Life
			Exercise		Intrinsic		Remaining
	Shares		Price		Value		in Years
	(in thousands)				(in thousands)
Outstanding at December 31, 2012		1,340	$	0.02		-
Granted		-		-		-
Exercised		-		-		-
Forfeited		-		-		-
Outstanding at March 31, 2013		1,340	$	0.02	$	-		9.0
Exercisable at March 31, 2013		930	$	0.02	$	-		8.3

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Exercisable [Table Text Block]

A summary of the status of our non-vested options as of March 31, 2013 and changes during the three months ended is below:

			Weighted
			Average
			Grant Date
Nonvested Shares	Shares		Fair Value
	(in thousands)
Nonvested at December 31, 2012		713	$	0.01
Granted		-		-
Vested		254		-
Forfeited		-	$	-
Nonvested at March 31, 2013		459	$	0.01

Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block]

The following table summarizes information about our stock options outstanding at March 31, 2013:

Options Outstanding							Options Exercisable
Exercise Prices	Number of Shares		Weighted- Average Remaining Life		Weighted- Average Exercise Price		Number of Shares		Weighted- Average Exercise Price
	(in thousands)		(in years)				(in thousands)
$0.01		300		9.7	$	0.008		50		0.008
$0.014 to $0.03		950		8.2		0.02		790	$	0.02
$0.05		90		7.9		0.05		90	$	0.05
		1,340		8.6	$	0.02		930	$	0.02

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Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Revenues	$ 602	$ 726
Cost of revenues	(31)	(22)
Gross profit	571	704
Sales and marketing expenses	61	205
General and administrative expenses	857	1,000
Research and development costs	212	334
Operating loss	(559)	(835)
Gain/(loss) from change in fair value of hybrid financial instruments	(299)	(31,170)
Gain/(loss) from change in fair value of derivative liability - warrants	3,122	(41,488)
Gain/(loss) from change in fair value of derivative liability - Series C and D preferred stock and debentures	6,774	(89,649)
Interest expense related to convertible debt	0	(2,392)
Net Income (loss) available to common shareholders	9,036	(165,534)
Comprehensive income (loss):
Net income (loss)	9,036	(165,534)
Other comprehensive gain/(loss) - investment in GmbH and foreign currency adjustment	(111)	(8)
Comprehensive income (loss)	$ 8,925	$ (165,542)
Net income (loss) per share, basic and diluted:
Basic (in dollars per share)	$ 0.003	$ (0.25)
Fully diluted (in dollars per share)	$ 0.003	$ (0.25)
Weighted average number of common shares:
Basic (in shares)	2,789,315,439	652,829,594
Fully diluted (in shares)	3,302,657,994	652,829,594

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Geographic and Segment Reporting

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Segment Reporting Disclosure [Text Block]

Note 7 – Geographic and Segment Reporting

We are structured and evaluated by our Board of Directors and management as one business unit.

	Three months ended March 31
	2013			2012
	(in thousands)
Revenue:
United States	$	589		$	678
Germany		13			48
Total	$	602		$	726
Net income (loss):
United States	$	9,214		$	(165,102	)
Germany		(178	)		(432	)
Total	$	9,036		$	(165,534	)
Identifiable Assets:
United States	$	4,962		$	7,398
Germany		273			487
Total	$	5,235		$	7,885

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Contingencies

3 Months Ended

Mar. 31, 2013

Commitments and Contingencies Disclosure [Abstract]

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 any pending legal actions is unlikely to have a material effect on our financial position or operating results.

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Summary of Significant Accounting Policies (Details Textual)	3 Months Ended
	Mar. 31, 2012
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	1,912,850,500

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Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2013

Payables and Accruals [Abstract]

Schedule of Accrued Liabilities [Table Text Block]

Accrued liabilities consist of the following as of March 31, 2013 and December 31, 2012:
	March 31,		December 31,
	2013		2012
Accrued operating expenses	$	269	$	374
Accrued payroll related expenses		15		6
Accrued interest		22		19
Accrued legal fees		31		0
Total	$	337	$	399

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General (Policies)

3 Months Ended

Mar. 31, 2013

General [Abstract]

Liquidity Disclosure [Policy Text Block]

Going Concern – We have historically incurred net losses from operations and we expect that we will continue to have negative cash flows as we implement our business plan. There can be no assurance that our continuing efforts to execute our business plan will be successful and that we will be able to continue as a going concern. The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“US GAAP”), which contemplates our continuation as a going concern. Net income/(loss) for the three months ended March 31, 2013 and 2012, respectively, was $9.0 million and $(165.5) million, of which $9.6 million and $(164.7) million, respectively, were non-cash net income/(loss) related to our financing instruments. Net cash used by operations during the three months ended March 31, 2013 and 2012 was $660,000 and $966,000, respectively. At March 31, 2013, we have an accumulated deficit of $255.6 million. We also have a working capital deficit of $57.3 million, of which $57.5 million is related to our financing instruments which includes the fair value of warrants and those debentures that are recorded as hybrid financial instruments.

The items discussed above raise doubt about our ability to continue as a going concern.

We currently do not have sufficient cash, or commitments for financing to sustain our operations for the next twelve months. Our plan is to develop new client and customer relationships and substantially increase our revenue derived from improved products and IP licensing. If our revenues are not to plan and our operating expenses cannot be reduced to sustain our operations, we may require additional financing in order to execute our operating plan; however, we believe that such additional financing will not be necessary. If additional financing is required, we cannot predict whether this additional financing will be in the form of equity, debt, or another form and we may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. In the event that these financing sources do not materialize, or that we are unsuccessful in increasing our revenues and profits, we may be unable to implement our current plans for expansion, repay our debt obligations or respond to competitive pressures, any of which circumstances would have a material adverse effect on our business, prospects, financial condition and results of operations.

The Convertible Debentures and preferred stock used to finance the Company, which may be converted into common stock at the sole option of the holders, have a highly dilutive impact when they are converted, greatly increasing the number of common shares outstanding. During the three months ended March 31, 2013, there were 1,238,981,350 shares of common stock issued for these conversions. The Company cannot predict if and when each holder may or may not elect to convert into common shares.

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Transactions with Related Parties

3 Months Ended

Mar. 31, 2013

Related Party Transactions [Abstract]

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 Chief Executive Officer. Ms. Marriott is compensated as our Chief Executive Officer under a consulting agreement for which she received $105,600 and $100,000 in compensation from us during the three months ended March 31, 2013 and 2012, respectively.

Mr. George G. O’Leary serves as a member of the Board of Directors and as Chief Operating Officer. Mr. O’Leary is also the Chairman of our Audit Committee. In addition to his compensation as a member of our Board, Mr. O’Leary is compensated as our Chief Operating Officer under a consulting agreement for which he received $0 and $5,840 in compensation from us during the three months ended March 31, 2013 and 2012, respectively.

Mr. Barry S. Baer served as Chief Financial Officer until August 27, 2012 and was reappointed March 26, 2013. Mr. Baer was compensated as our Chief Financial Officer under a consulting agreement for which he received $9,281 and $14,112 in compensation from us during the three months ended March 31, 2013 and 2012, respectively.

Mr. Jeff Huitt was appointed as the Company’s Chief Financial Officer on August 27, 2012 and served until March 26, 2013. Mr. Huitt served as the Company’s controller from March 26, 2013 until April 23, 2013. Mr. Huitt was compensated under a consulting agreement for which he received $23,636 during the three months ended March 31, 2013.

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Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2013

Accounting Policies [Abstract]

Basis of Accounting, Policy [Policy Text Block]

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, Policy [Policy Text Block]

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.

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

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 the 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.

Earnings Per Share, Policy [Policy Text Block]

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 our common stock outstanding during the period. During the three months ended March 31, 2013, we reported net income per share and included dilutive instruments in the fully diluted net income per share calculation below. For the three months ended March 31, 2012, approximately 1,912,850,500 of potentially dilutive shares were excluded from the calculation as they were anti-dilutive. For the March 31, 2013 dilutive EPS calculation, there were approximately 3,302,657,994 per share-adjusted weighted average shares outstanding included in the calculation.

	Three Months Ended
	March 31,
	2013		2012
Numerator:
Net income (loss) available to common shareholders	$	9,036	$	(165,534	)
Numerator for diluted earnings per share- income (loss) available to common stockholders after assumed conversions of debentures and exercise of warrants	$	9,036	$	(165,534	)
Denominator
Weighted average shares used to compute basic EPS		2,789,315,439		652,829,594
Denominator for diluted earnings per share-adjusted weighted average shares and assumed conversions and exercise of options		3,302,657,994		652,829,594
Basic earnings per share	$	0.003	$	(0.25	)
Diluted earnings per share	$	0.003	$	(0.25	)

Goodwill and Intangible Assets, Goodwill, Policy [Policy Text Block]

Goodwill –Goodwill represents the excess of the purchase price paid for NeoMedia Europe over the fair value of the identifiable net assets and liabilities acquired, based on an independent appraisal of the assets and liabilities acquired. In accordance with FASB Accounting Standards Codification (ASC) 350, Intangibles - Goodwill and Other goodwill is not amortized, but is tested for impairment, at least annually, by applying the recognition and measurement provisions of FASB ASC 350, which requires that we first assess qualitative factors in our evaluation about the likelihood of goodwill impairment to determine whether it is necessary to perform the two-step quantitative goodwill impairment test of a reporting unit. Our last test for impairment was completed as of December 31, 2012, and no adjustment was deemed needed.

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements – In February 2013, the FASB issued ASU No. 2013-02, Reporting of Amounts Reclassified out of Accumulated Other Comprehensive Income, which is included in ASC 220, Comprehensive Income. This update improves the reporting of reclassification out of accumulated other comprehensive income. The guidance is effective for the Company’s interim and annual reporting periods beginning January 1, 2013, and applied prospectively. Management does not anticipate that the accounting pronouncement will have any material future effect on our consolidated financial statements.

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Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2013

Earnings Per Share [Abstract]

Schedule of Calculation of Numerator and Denominator in Earnings Per Share [Table Text Block]

During the three months ended March 31, 2013, we reported net income per share and included dilutive instruments in the fully diluted net income per share calculation below.

	Three Months Ended
	March 31,
	2013		2012
Numerator:
Net income (loss) available to common shareholders	$	9,036	$	(165,534	)
Numerator for diluted earnings per share- income (loss) available to common stockholders after assumed conversions of debentures and exercise of warrants	$	9,036	$	(165,534	)
Denominator
Weighted average shares used to compute basic EPS		2,789,315,439		652,829,594
Denominator for diluted earnings per share-adjusted weighted average shares and assumed conversions and exercise of options		3,302,657,994		652,829,594
Basic earnings per share	$	0.003	$	(0.25	)
Diluted earnings per share	$	0.003	$	(0.25	)

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Financing (Details 10) (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Beginning balance, December 31, 2012	$ 70,126
Fair value adjustments:
Compound embedded derivatives	6,774	(89,649)
Warrant derivatives	3,122	(41,488)
Hybrid instruments	(299)	(31,170)
Conversions:
August 24, 2006 financing	(516)
December 29, 2006 financing	(503)
March 27, 2007 financing	(190)
July 15, 2009 financing	(614)
August 14, 2009 financing	(192)
April 13, 2011 financing	(199)
October 25, 2011 financing	(37)
December 8, 2011 financing	(217)
March 26, 2012 financing	(141)
June 1, 2012 financing	(506)
Ending balance, March 31, 2013	57,414
Embedded Derivative Financial Instruments [Member]
Beginning balance, December 31, 2012	2,147
Fair value adjustments:
Compound embedded derivatives	299
Warrant derivatives	0
Hybrid instruments	0
Conversions:
August 24, 2006 financing	0
December 29, 2006 financing	0
March 27, 2007 financing	0
July 15, 2009 financing	0
August 14, 2009 financing	0
April 13, 2011 financing	0
October 25, 2011 financing	0
December 8, 2011 financing	0
March 26, 2012 financing	0
June 1, 2012 financing	0
Ending balance, March 31, 2013	2,446
Warrant [Member]
Beginning balance, December 31, 2012	3,687
Fair value adjustments:
Compound embedded derivatives	0
Warrant derivatives	(3,122)
Hybrid instruments	0
Conversions:
August 24, 2006 financing	0
December 29, 2006 financing	0
March 27, 2007 financing	0
July 15, 2009 financing	0
August 14, 2009 financing	0
April 13, 2011 financing	0
October 25, 2011 financing	0
December 8, 2011 financing	0
March 26, 2012 financing	0
June 1, 2012 financing	0
Ending balance, March 31, 2013	565
Hybrid Instrument [Member]
Beginning balance, December 31, 2012	64,292
Fair value adjustments:
Compound embedded derivatives	0
Warrant derivatives	0
Hybrid instruments	(6,774)
Conversions:
August 24, 2006 financing	(516)
December 29, 2006 financing	(503)
March 27, 2007 financing	(190)
July 15, 2009 financing	(614)
August 14, 2009 financing	(192)
April 13, 2011 financing	(199)
October 25, 2011 financing	(37)
December 8, 2011 financing	(217)
March 26, 2012 financing	(141)
June 1, 2012 financing	(506)
Ending balance, March 31, 2013	$ 54,403

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General (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012	Dec. 31, 2012
Net Income (Loss) Attributable to Parent	$ 9,036,000	$ (165,534,000)
Derivative Instruments, Gain (Loss) on Derivative, Net	9,600,000	(164,700,000)
Net Cash Provided by (Used in) Operating Activities	660,000	966,000
Accumulated Deficit	255,594,000		264,630,000
Working Capital Deficit	57,300,000
Working Capital Related to Financing Instruments	$ 57,500,000
Debt Conversion, Converted Instrument, Shares Issued (in shares)	1,238,981,350

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Financing (Details 2)	3 Months Ended
	Mar. 31, 2013	Dec. 31, 2012
Series C Preferred Stock [Member]
Preferred shares issued	22
Preferred shares converted	17
Preferred shares remaining	5
Common shares issued	273,382	923,953
Series D Preferred Stock [Member]
Preferred shares issued	25
Preferred shares converted	22
Preferred shares remaining	10
Common shares issued	245,162	66,457

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Transactions with Related Parties (Details Textual) (USD $)	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Ms. Laura A. Marriott [Member]
Related Party Transaction, Amounts of Transaction	$ 105,600	$ 100,000
Mr. George G. O'Leary [Member]
Related Party Transaction, Amounts of Transaction	0	5,840
Mr. Barry S. Baer [Member]
Related Party Transaction, Amounts of Transaction	9,281	14,112
Mr. Jeff Huitt [Member]
Related Party Transaction, Amounts of Transaction	$ 23,636

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Condensed Consolidated Statements of Cash Flows (USD $) In Thousands, unless otherwise specified	3 Months Ended
	Mar. 31, 2013	Mar. 31, 2012
Cash Flows from Operating Activities:
Net Income (loss)	$ 9,036	$ (165,534)
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization	174	242
Retirement of equipment, net	8	0
(Gain)/Loss from change in fair value of hybrid financial instruments	299	31,170
(Gain)/Loss from change in fair value of derivative liability - warrants	(3,122)	41,488
(Gain)/Loss from change in fair value of derivative liability - Series C and D preferred stock and debentures	(6,774)	89,649
Interest expense related to convertible debt	0	2,392
Stock-based compensation expense	0	7
Increase/(decrease) in value of life insurance policies	0	34
Changes in operating assets and liabilities
Trade and other accounts receivable	(65)	(300)
Prepaid expenses and other assets	137	(72)
Accounts payable and accrued expenses	34	17
Deferred revenue and customer prepayments	(387)	(59)
Net cash used in operating activities	(660)	(966)
Cash Flows used Investing Activities:
Acquisition of property and equipment	0	(3)
Net cash used in investing activities	0	(3)
Cash Flows from Financing Activities:
Borrowings under convertible debt instruments, net	0	1,225
Net cash provided by financing activities	0	1,225
Effect of exchange rate changes on cash	111	8
Net change in cash and cash equivalents	(549)	264
Cash and cash equivalents, beginning of period	611	30
Cash and cash equivalents, end of period	62	294
Supplemental cash flow information:
Series C preferred stock converted to common stock	0	878
Series D preferred stock converted to common stock	0	776
Deemed dividend on Series D preferred stock issued	0	5,530
Convertible debentures converted to common stock	$ 320	$ 0

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Accrued Liabilities

3 Months Ended

Mar. 31, 2013

Payables and Accruals [Abstract]

Accounts Payable and Accrued Liabilities Disclosure [Text Block]

Note 5 – Accrued Liabilities

Accrued liabilities consist of the following as of March 31, 2013 and December 31, 2012:
	March 31,		December 31,
	2013		2012
Accrued operating expenses	$	269	$	374
Accrued payroll related expenses		15		6
Accrued interest		22		19
Accrued legal fees		31		0
Total	$	337	$	399

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Financing (Details 3) (USD $) In Thousands, except Share data, unless otherwise specified	3 Months Ended
	Mar. 31, 2013
Debentures, Outstanding principal and accrued interest	$ 40,762
Debentures, Principal and accrued interest converted since inception	$ 11,069
Common shares issued (in shares)	1,238,981,350

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Stock-Based Compensation (Details 2) (USD $)	3 Months Ended
	Mar. 31, 2013
Options Outstanding, Number of Shares (in shares)	1,340
Options Outstanding, Weighted - Average Remaining Life (in years)	8 years 7 months 6 days
Options Outstanding, Weighted - Average Exercise Price (in dollars per share)	$ 0.02
Options Exercisable, Number of Shares (in shares)	930
Options Exercisable, Weighted - Average Exercise Price (in dollars per share)	$ 0.02
Stock Option Plan Exercise Range 0.01 [Member]
Options Outstanding, Number of Shares (in shares)	300
Options Outstanding, Weighted - Average Remaining Life (in years)	9 years 8 months 12 days
Options Outstanding, Weighted - Average Exercise Price (in dollars per share)	$ 0.008
Options Exercisable, Number of Shares (in shares)	50
Options Exercisable, Weighted - Average Exercise Price (in dollars per share)	$ 0.008
Stock Option Plan Exercise Range 0.014 to 0.03 [Member]
Options Outstanding, Number of Shares (in shares)	950
Options Outstanding, Weighted - Average Remaining Life (in years)	8 years 2 months 12 days
Options Outstanding, Weighted - Average Exercise Price (in dollars per share)	$ 0.02
Options Exercisable, Number of Shares (in shares)	790
Options Exercisable, Weighted - Average Exercise Price (in dollars per share)	$ 0.02
Stock Option Plan Exercise Range 0.05 [Member]
Options Outstanding, Number of Shares (in shares)	90
Options Outstanding, Weighted - Average Remaining Life (in years)	7 years 10 months 24 days
Options Outstanding, Weighted - Average Exercise Price (in dollars per share)	$ 0.05
Options Exercisable, Number of Shares (in shares)	90
Options Exercisable, Weighted - Average Exercise Price (in dollars per share)	$ 0.05

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Geographic and Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2013

Segment Reporting [Abstract]

Geographic and Segment Reporting [Table Text Block]

We are structured and evaluated by our Board of Directors and management as one business unit.

	Three months ended March 31
	2013			2012
	(in thousands)
Revenue:
United States	$	589		$	678
Germany		13			48
Total	$	602		$	726
Net income (loss):
United States	$	9,214		$	(165,102	)
Germany		(178	)		(432	)
Total	$	9,036		$	(165,534	)
Identifiable Assets:
United States	$	4,962		$	7,398
Germany		273			487
Total	$	5,235		$	7,885