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Published on 7/21/2009 in the Prospect News PIPE Daily.

New Issue: NeoMedia sells two more convertible debentures in $7 million placement

By Devika Patel

Knoxville, Tenn., July 21 - NeoMedia Technologies, Inc. amended its agreement with investor YA Global Investments, LP once again on June 5 and July 15 to sell two more secured convertible debentures, according to an 8-K filed Tuesday with the Securities and Exchange Commission. The deal was previously reduced to $5.75 million from $8.65 million on April 6. The company now has raised total proceeds of $7 million.

As previously reported, the company and YA Global arranged the private placement on July 29. The investor bought $2.33 million of the debentures in July, another $2.33 million debenture was sold on Oct. 28 and a third $4 million debenture was to be sold after Jan. 1.

The company and YA Global agreed on April 6 to reduce the amount of the third debenture to $1.1 million from $4 million. They also agreed that the third closing would be broken down into two separate closings. The first of these closings took place on April 6 for $550,000, and the second was to occur after May 1 for $550,000.

In Tuesday's filing, the company said it has amended the original agreement to include two more debentures. The first, which replaces the $550,000 debenture that was to settle after May 1, is for $715,000 and settled on June 5. The second, for $535,000, was completed on July 15.

The two-year debentures mature July 29, 2010. Interest accrues at 14% per annum and is payable at maturity.

YA may elect to convert the debentures at an time at a conversion price equal to the lesser of $0.02 and 95% of the lowest volume-weighted average price of the company's common stock during the 10 trading days immediately preceding each conversion date.

The company may redeem the notes at a 10% premium to par.

YA also received a warrant for 100 million common shares, exercisable at $0.02, another warrant for 100 million shares, exercisable at $0.04, a third warrant for 125 million shares, exercisable at $0.05, and a fourth warrant for 125 million shares, exercisable at $0.075. All warrants expire on July 29, 2015.

The funds will accelerate implementation of NeoMedia's aggressive go-to-market plans under new chief executive officer, Iain McCready. These plans will focus on providing mobile barcode scanning infrastructure to carriers, NeoReader scanning software to handset manufacturers and code implementation products to the advertising community.

NeoMedia is a technology company based in Fort Myers, Fla.

Issuer:NeoMedia Technologies, Inc.
Issue:Convertible debentures
Amount:$7 million
Maturity:July 29, 2010
Coupon:14%
Price:Par
Yield:14%
Conversion price:Lesser of $0.02 and 95% of the lowest volume weighted average price of the company's common stock during the 10 trading days immediately preceding each conversion date
Warrants:For 450 million shares
Warrant expiration:July 29, 2015
Warrant strike price:$0.02 (for 100 million shares), $0.04 (for 100 million shares), $0.05 (for 125 million shares), $0.075 (for 125 million shares)
Investor:YA Global Investments, LP
Pricing date:July 29
Revised:April 6
Settlement date:July 29 (for $2,325,000), Oct. 28 (for $2,325,000), April 6 (for $550,000), June 5 (for $715,000), July 15 (for $535,000)
Stock symbol:OTCBB: NEOM
Stock price:$0.0071 at close Aug. 4
Market capitalization:$23.2 million

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