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Speaking of going over and chatting
I'm glad I didn't waste the time to visit HQ again over the last few weeks.
I wonder if our new CEO will relocate to Atlanta , Georgia?
Or will he stay in Scotland so as to enjoy the proximity to his contacts and to where things are happening faster ... Europe?
YAGI doesn't seem to see a problem with a CEO not living in the country of the company he is CEO of , e.g. , George O'Leary/Futuremedia PLC. George couldn't have moved to England and charged us for 211 days of 'services'.
I'll bet on Iain maintaining his Scotland address and flying over here as needed. Probably be cheaper than paying relocation expenses , especially in case that revolving door is still turning.
JMO
jonesie
I agree totally.
That's why I said 'potential'.
Companies who care make sure they stay away from even the semblance of improprieties.
What does it say about a company whose past-and-current-insiders , including one of our BOD members , along with a past CFO who refused to get our money from AutoMart while serving on AutoMart's BOD , get paid by outfits like Thornhill who skimmed some nice percentages/warrants off for 'intro'ing' us to YAGI?
What does it say about a company whose visionary/ex-interim-CEO/Ch. of the Board was an advisor to a company like U.S.BusinessFinance which professes to know ALL about otcbb financings ... yet he Judas Goated us so willingly down the path of Toxic Death Spiral financing with an outfit like YAGI?
That certainly doesn't mean everywhere there's smoke there's a forest fire.
But there's been enough smoke blowing around this cesspool for long enough to suggest a pretty decent BBQ has been going on.
Hey, time to turn me, I'm done on that side! lol
JMO
jonesie
One more item on the list ...
... of potential improprieties. They really haven't concerned themselves with doing the 'appropriate' thing all that often , have they.
jonesie
SENIOR managing director
http://www.yorkvilleadvisors.com/bio.aspx?bioID=51
"Troy is a Senior Managing Director for the Investment Manager. He Co-Chairs the Firm’s Investment Committee. He is involved in all aspects of portfolio management, deal structuring and business development.
Prior to joining the Investment Manager, Troy was a corporate and securities partner at the law firm of Kirkpatrick & Lockhart Nicholson Graham, LLP, a leading global law firm with over 1,000 lawyers. His legal practice included representing public and private companies....."
Who was the K&L attorney who used to handle things for us? I guess he and Troy might have known each other.
jonesie
Exactly.
You nailed it shut.
I guess it depends on what they're doing with the acquisitions I saw you guys mention.
Like I said on the AWYI board ...
... (in a post which I see has now been reinstated) "I don't know anything about Ariel Way other than they are a Yorkville client"
Just typical YA stuff although AWYI is in rarer company with the definite default/forbearance stuff and all the cheap warrants they're having to give and effectively doubling the outstanding at .001 per share.
jonesie
Well I wouldn't go so far as to call it a 'given'
I prefer to show the historical facts as in Table A in the iBox.
Which I desperately need to update with a current PPS and some symbol changes LOL
Let's just say the odds are probably strongly against buy/hold working out for Yorkville client traders.
I may also add a Table D which will be comprised of the 5 or so Yorkville clients whose PPS is in the green since their first YA financing.
jonesie
So , sans corp. charter revisions ....
.... anti-takeover/poison-pill measures are not valid.
Meanwhile NEOM execs seem to be far too busy checking into their exit-benefit-plans and dotting i's and crossing t's on all the Yorkville verbiage in all the SEC filings in order to keep things as legit as possible ... to be modifying useless provisions in the corp. charter.
jonesie
Thanks , no need to.
My opinion based on the facts is that those 'poison pill/anti-takeover' measures are no longer applicable and can never be put into play.
jonesie
But isn't 'was' the operative word here?
Are those provisions which you bring up currently valid provisions which could be 'triggered'? Or not?
As I recall (and I could be wrong) one of the company's 'excuses' for raising the AS from 1 billion shares to 5 billion shares (or maybe it was one of the 'excuses' put forward by a shareholder) was to insure there were a whole lot of 'extra' shares which the company could use in an anti-takeover effort.
There are no 'extra' shares now. They are more than accounted for. Way more.
jonesie
I figured that since ....
.... you made the statement "NeoMedia's corporate charter lists both poison pill and well as anti-take over measures, which leads me to believe that if there is a take over attempt, it won't be hostile due to above" you could substantiate it with facts , show that that is currently a true and/or a currently valid statement.
If those "measures" aren't exercisable/usable at this point in time ......
jonesie
DAILY CHART
Mixed.
Aroons have moved into good positions and last Thursday NEOM closed at .0028 while Wm%R crossed -50 to the upside.
However ADX +DI/-DI aren't playing along yet, stubborn rascals.
Acc/Dis up-ticking a bit lately but still in an overall 'downtrend'.
MM's seem recalcitrant to take the sell pressure off when , if they wanted to , they could lighten up a bit and let the PPS float up higher.
I guess they might figure changing horse's mid-stream (again) isn't the kind of 'news' which will pull in significant buying interest , so they're selling as best they can.
With 'retail' buyers (at the Ask) last week being able to pick up some shares in the .0025 , .0026 and .0028 area , MM's are giving them Bids of .0031 if traders want to scalp a quick 10%-20%.
Of course the MM's were buying at the Bid last week from .002 to .0025 so, selling at the Ask of .0033 late last week and this morning is netting them 30% to 60%. The House has the edge as always.
JMO -jonesie
"NeoMedia's corporate charter lists both poison pill and well as anti-take over measures"
What are those measures and are they still applicable/exercisable with the current share structure and/or the fact that fully diluted share counts exceed the Authorized Shares?
"Why does the SEC allow this"
I guess because on the face of it everything is legal and well-covered with the appropriate legalese. Nobody holds a gun to these CEO's heads to do these financings. I guess the CEO's actually see money coming into THEIR pockets, they can't lose. Just their shareholders can lose.
Certainly a 'buyer beware' situation. 'Tradeable action' is certainly there but odds are against long term buy/hold success.
JMO
jonesie
"best technology"
Iffy , no independent confirmation of that.
"potential income"
Hope so , hard to say.
"buying more shares an excercise in futility?"
A gamble which might or might not pay off.
The significant inertia caused by the "continued dilution" and the current share structure may make share price appreciation slow enough on any announcement of really good news to allow for averaging down on the way up without being too far away from any 'hindsight bottom'.
That's my theory/strategy anyway.
JMO
jonesie
I ran across a situation re: "Authorized Shares" count ...
... which illustrates some of Yorkville's options when the total number of shares they could convert their instruments into at specific PPS levels exceeds a company's Authorized Shares count.
http://investorshub.advfn.com/boards/read_msg.aspx?message_id=29553988
As I pointed out earlier the number of converted shares Yorkville has rights to at current NEOM PPS levels far exceeds NEOM's Authorized Shares count.
I speculated that a Reverse Split could modify that situation to Yorkville's advantage by causing a substantial increase in Yorkville's percentage ownership of NeoMedia.
They have other options as well.
Apparently Yorkville can also demand a company's Authorized Share count to be increased if they want to when they have sufficient voting rights or if they have the leverage of legal action in default situations.
From the example given in the above link we see that they can , under threat of legal action against a company and its executives , induce a company to give them a Warrant for 500,000,000 more shares at a cheap price (which can be lowered even further later as we have seen).
Okay , let me stop right there and say .... we have perhaps become so jaded by NEOM 'giving' or 'printing' or 'whatever' so many shares that 500 million shares might not seem like a big number to us any more. However in this example that's a warrant for 500 Million shares of stock of a company which "As of May 16, 2008, the Company had outstanding 595,000,000".
Today's NEOM analogy would be Yorkville telling Chip , oops , Iain , that he has to give them a warrant for a Billion shares with an exercise price of $0.00075 per share. Yep , 3 zeroes before the number.
To continue, Yorkville can require the company to call a Special Shareholders' Meeting to raise the Authorized Share count , can induce the company to reduce Warrant prices in other outstanding financings by 90% , force the company to waive with 65 days notice previous "Yorkville can't exceed 4.99% ownership" provisions , and induce a company to change previous conversion provisions to 25% discounts on a VWAP basis.
They can also stipulate that a Special Shareholder's Meeting becomes a 'written consent of stockholders' situation where , with Yorkville being the majority stockholder , the outcome is certain.
I believe this effectively illustrates that Yorkville is indeed mindful of their overall conversion rights , and if they want to they will take action to create the necessary room in the Authorized Shares number to accommodate each and every one of their rights.
It will be interesting to see Yorkville's plan play out with NeoMedia over time.
jonesie
AWYI : 8-K out , Default and Forbearance
Interesting in that Yorkville is taking exception to AWYI not having enough Authorized Shares to allow for Yorkville to convert everything they could convert into common shares ... and for not calling a Special Shareholders' Meeting to raise that Authorized Shares count.
http://www.sec.gov/Archives/edgar/data/1145254/000135448808001032/arielway8k.htm
Excerpts:
Item 1.01 Entry into a Material Definitive Agreement.
On April 21, 2008, under threat of legal action against the Company, its directors and Chief Executive Officer personally, the Company entered into a Forbearance Agreement (the "Agreement") by and among the Company, YA Global Investments, L.P. (formerly Cornell Capital Partners, LP, a Delaware limited partnership ("YA Global")) and Montgomery Equity Partners, Ltd., a Cayman Islands exempted company and wholly owned subsidiary of YA Global (“Montgomery,” and, together with YA Global, the "Investor").
The Company has failed to reserve and keep available out of its authorized but unissued shares of Common Stock, a number of shares sufficient to effect conversion of the Preferred Stock.
Furthermore, the Company has failed to call and hold a special meeting of its stockholders within thirty (30) days of the time that it no longer had a number of shares sufficient to effect conversion of the Preferred Stock, for the purpose of increasing the number of authorized shares of Common Stock.
Under the Agreement, the Company has agreed to:
(a) issue to YA Global a common stock purchase warrant (the "Warrant") to purchase an aggregate of 500,000,000 shares of common stock, $.001 par value per share (the "Common Stock"), of the Company at an exercise price of $0.001 per share and exercisable for a period of five years from the issuance date.
The Warrant may not be exercised for shares of Common Stock if, upon giving effect to the exercise, such exercise would cause the holder and its affiliates to own beneficially in excess of 4.99% of the outstanding shares of the Company’s Common Stock, except that such restriction may be waived upon 65 days prior notice to the Company. The Warrant contains a cashless exercise provision, certain anti-dilution provisions, including a price anti-dilution provision, a piggy back registration right, and other customary provisions;
(b) amend the Company’s Articles of Incorporation (the "Amendment") related to its Preferred Stock so that: (i) the holders of the Preferred Stock will be entitled to receive, when as and if declared by the board of directors of the Company, dividends at the rate of eighteen percent (18%) of the liquidation amount of the Preferred Stock which shall be paid quarterly on the first day of March, June, September and December of each year, shall begin to accrue and shall be cumulative as of the date of the Agreement, and, at the option of the holder of the Preferred Stock, accrued and unpaid dividends may be paid in shares of Common Stock at the conversion price of the Preferred Stock; and (ii) the conversion price as set forth in the Preferred Stock shall be equal to the lesser of (A) Ten Cents ($0.10) or (B) a twenty-five percent (25%) discount to the lowest volume weighted average price of the Common Stock as quoted by Bloomberg, LP during the twenty (20) trading days immediately preceding the date of conversion; and
(c) amend the terms of an outstanding common stock purchase warrant to purchase 1,000,000 shares of Common Stock held by the Investor to reduce the exercise price of such warrant from $0.01 to $.001 per share of Common Stock.
Also under the Agreement, within thirty (30) days of the execution of the Agreement, the Company is required to receive the approval of a majority of its stockholders by written consent in lieu of a special meeting of stockholders
Hi goprsugo , just saw the 8-K
I don't know anything about Ariel Way other than they are a Yorkville client , while they're not in my iBox Table A they're in a Master List I have which includes an additional 100+ Yorkville clients , and I noticed yesterday's 8-K
Coincidentally to your mention of NEOM I was about to copy/paste a couple of those default and forbearance clauses to show fellow NEOM shareholders (yes, I have my sign lol) how these situations can continue to devolve.
NEOM went on what can only be categorized as a 'high interest rate credit card shopping spree' a couple of years ago when they bought Mobot, Gavitec, 12Snap and started to buy HipCricket.
While the HipCricket deal was nixed, the owners of the other companies traded their companies for some cash and a lot of shares of NEOM stock.
(Some of those companies had revenues.)
The cash for the purchases came from Yorkville (at those really swell terms they offer) and the share counts were put in the contracts at a time when NEOM was trading in the high .30's and low .40's as I recall, and when 'some folks' thought NEOM had prospects of a PPS heading on up to a buck or higher.
As you may recall, those purchase deals had (crazy?) 'floorless' provisions in them , in that the purchase price of each company was guaranteed to the sellers. Of course NEOM's share price dropped , and at the same time the contract shares were not registered in a timely manner.
When the shares were finally registered the PPS was a fraction of its former self. NEOM was forced to sell all those companies back to their original owners in renegotiated deals which required NEOM to a) give them a lot of additional cash (again provided by Yorkville via additional toxic financing instruments) and b) give them tens (hundreds?) of millions more shares in order to 'make whole' those companies' sellers per the original contract terms.
(Even after all of that NEOM is currently in default on $4.xMillion bucks it still owes 12snap in the re-do of their contract.)
So, end of story, just thought I would offer it. Aspects of that debacle may or may not apply to AWYI , again I don't know much about AWYI but you guys do.
I guess the key thing related to your comment is that at one point in time those companies' owners gave NEOM their companies for stock (and cash) and those 'floorless' contracts may have been the result of them having done their own DD on the prospects of NEOM's share price .... or maybe they got lucky .... or maybe the entire thing was structured to result in Yorkville currently owning 80% of NeoMedia and having the additional prospect of owning up to 96% at last week's PPS if for instance they got a 1:1000 R/S done so that converting all of their death spiral instruments into shares would still result in an outstanding share count less than an unchanged Authorized Shares count.
Again, could be apples/oranges, just FYI.
regards,
jonesie
Here's a win , personalizit (edited)
4/10/08
"Javien Digital Payment Solutions will incorporate the power of the NeoMedia qode® platform into its persuasive Total Commerce Solution™ allowing for a complete billing, couponing and content product acquisition and resolution offering. NeoMedia will earn $0.05 per click and expects each transaction to generate up to four clicks."
How many billions did those 4 clicks at a nickel each get multiplied by?
Think she counted that one?
Maybe "Announce Mobile Teams Up With NeoMedia® to Enable Sophisticated ‘Hip2D’ Mobile Content Platform"
And "Telcel to Use NeoMedia’s qode Mobile Technology at Mexican Tennis Open"
And "Prentice Hall to Use NeoMedia’s qode to Link to Sales Force via Cell Phones"
And "NeoMedia Technologies Announces Strategic Partnership with Avanzare Solutions"
And "NeoMedia to Co-Market qode® with Mobile Leader Mobalis for 20-City, 7-Month REVENTOUR Music Festival in Mexico"
And "NeoMedia Technologies Inc. Announces Outdoor Ad Campaigns (with Clear Channel) to use Camera Phone Technology"
Hey, that's 7! Bena ripped us off! lol
(edited to add): She did say "I am trying to count the big wins for NeoMedia last year."
BIG wins.
Which one of those 7 big wins to subtract?
AnnounceMobile? She probably knows the score there lol
ClearChannel? That was more of an enterprise thing I suppose.
Or maybe 'strategic partnerships' like Avanzarre don't count.
That's probably it, Jeffy Mould and Avanzarre come off, leaving 5. Bena got 'em right. 5 big wins.
jonesie
Who knows what the 5 NEOM 'wins' were which Bena Roberts mentioned in her 5 to 10 NeoMedia to Scanbuy comment?
"Three trades of 1000 @ .70"
MM's swapping shares
100 @ .55 (15:58:53) Hart getting Friday night pizza money
100 @ .60 (15:58:53) Heil getting Friday night chinese take-out money
LOL
Enjoy the 'drive'!
re: "more RESPONSIBLE to their shareholders" they are totally responsible to their majority shareholder YAGI who , depending on various potential financial/share-structure maneuverings owns/could own somewhere between 80% and 96% of NeoMedia.
'We' don't count.
Maybe some day in the future 'new' potential shareholders might 'count' or at least get 'pumped up' , but 'we' don't count.
JMO
jonesie
50%+ up from recent lows ...
... how far will they let it float on 'another new CEO' news?
If HDSN would get out of the way NITE is all the up at .004!
Listen to me , exclaiming at 4 tenths of a penny lol
GO NEOM GO!
We now return you to my normally cynical position.
jonesie
You're right.
The only time in the last year when Wm%R plunged below 50 and it was NOT a strong sell signal that was ultimately confirmed by an extended period of downward price action was late last summer.
Then , CMF20 and CMF5 were both showing strong accumulation and had been for some time in the case of CMF20.
We don't have quite the same situation now.
This boring little range between $6 and $7 all year so far is , well , boring LOL
Need some more excitement , like that caused by another TC dump of shares (he's got 3 more months until 300K+ options expire , c'mon TC don't wait 'til the last minute! lol) on the open market , or TIV releasing some bona fide verifiable proof of sustainably increased production and starting a more sustainable move upwards in the share price.
Meanwhile , it's been more fun playing ATPG from $30 to $45, DWSN from $50 to $75, and enjoying some of the long 'random walks' upwards of sector stocks like FWLT , SU and PQ. If TIV was the only game in town people would go blind from sheer boredom LOL
JMO
jonesie
Did they say they paid somebody off?
Or the value of certain derivatives changed for some reason?
It doesn't look like the share price rose during the quarter, which could have changed derivative values.
I dunno.
Flavor of the day
Management-planted NewsCorp rumors abounded , it became a NewsCorp board.
When the iphone rumor was fed by management requesting 'blog deletions' (lol) it became an iphone board.
Ex-mobiqa guy on board (what DID he leave for? Same reason CH left mBlox?) it will be a mobiqa board for a while.
jonesie
"if YA wants a company to survive"
Thanks for the chuckle , I needed one this morning , that's great!
So , CH specifically pointed out to me the AT&T building near NEOM HQ and told me how many minutes it took to drive from his conference room to theirs.
I wonder if that was simply a proud memory of one drive over there?
If anything had come out of that , would the chief orchestrator leave on the eve of success?
All of that 'pseudo-secrecy' surrounding some piddly sub-contractor tweaking the NeoReader just enough to work on an iPhone was meant as a joke?
All the subsequent and apparently irrelevant posts about the iPhone - jokes?
All the comments in CC's implying that NDA's prohibited comment but secret activities were actually going to lead to something were jokes?
The flat-out lie about a deal with an equity investor 'still 90 days away', that was a joke?
All the help-wanted ads - jokes?
I find it amazing that 'the system' allows for this kind of garbage to go on ... and on ... where once a toxic financier gets its hooks in deep enough there is no accountability to anyone other than themselves.
A Board Chairman dumping his shares while spewing 'visions' and 'goals' and trying not to laugh out loud , BOD members strategically leaking 'insider-puffery' , the entire crew issuing each other employment contracts and paychecks and bonuses and ridiculous severance packages , willingly signing up for ever-more-usurious financing terms , all the while speaking half-truths and non-truths protected by Safe Harbor statements.
And doing it all while not actually providing any product or any productive or beneficial service or any tangible accomplishments to anyone but themselves .... even though they are all involved with a 'public company'.
Getting away with it by hiring expensive lawyers and accountants who know how to dot all the i's and cross all the t's and know just where the edge of the envelope is.
I wonder if these slicksters fully realize what despicable greedy jerks they have become?
Some of these "jokesters" belong in the Graybar Hotel but few will ever see it. Hopefully Hell will be to their liking.
JMO
jonesie
"Yeah, and by doing these deals monthly, it costs us those fees every month"
And by doing these deals monthly, it assures YAGI the max return on their dollars.
12% up-front , 15% per annum , 20% discount on any shares sold on the open market , 20% redemption premium , + the value of the 7.5MM warrants at an exercise price of .0175 which can always be reduced by NeoMedia as an inducement to YAGI to provide next month's paycheck loan.
Is that really a potential 67% return on YAGI's money?
Death Spiral at its finest.
JMO
jonesie
NEOM : CEO of 1 Year Leaving
Was the hand-to-mouth money (net ~ $441K) to pay his severance package? Surely not.
http://biz.yahoo.com/iw/080522/0400136.html
NeoMedia Appoints CEO -- Iain McCready Joins to Take NeoMedia to the Next Level
Thursday May 22, 2:29 pm ET
ATLANTA, GA--(MARKET WIRE)--May 22, 2008 -- NeoMedia Technologies (OTC BB:NEOM.OB - News), the global leader in camera-initiated barcode transactions for mobile devices, is pleased to announce the appointment of Iain McCready as CEO and Chairman of the Board of Directors. Iain joins to take NeoMedia into the next phase of its growth and to be responsible for day-to-day operations and business strategy.
Outgoing CEO Chip Hoffman, who is moving on to new activities, will help Iain in the transition period.
Severance Package per 10-K:
William Hoffman is employed under the terms of an Employment Agreement dated June 18, 2007, whereby if he is terminated without cause or due to a change in control, he is entitled to 18 months salary, currently valued at $375,000, and accelerated vesting of one-half of any remaining unvested portion of the initial option grant of 20 million options. If Mr. Hoffman resigns his employment with us for good reason, he is entitled to eighteen months salary per his Employment Agreement. Mr. Hoffman's initial option grant vested 25% on the date of grant, with the remainder vesting in equal monthly installments over 48 months.
NEOM : More 'hand-to-mouth' money from YAGI
http://www.sec.gov/Archives/edgar/data/1022701/000114420408031685/v115621_8-k.htm
"On May 16, 2008, NeoMedia Technologies, Inc., a Delaware corporation (the "Company") issued and sold a secured convertible debenture (the Debenture) to YA Global Investments, L.P. (the Investor) in the principal amount of Five Hundred Thousand Dollars ($500,000). The Debenture shall mature, unless extended by the holder in accordance with the terms of the Debenture, on May 16, 2010 (Maturity Date). The Debenture shall accrue interest at a rate equal to fifteen percent (15%) per annum and such interest shall be paid quarterly in arrears beginning on July 1, 2008 and on the Maturity Date or sooner as provided therein) in cash. At any time after the Transaction Date, the Investor shall be entitled to convert any portion of the outstanding and unpaid principal and accrued interest thereon into fully paid and non-assessable shares of Common Stock at a price equal to the lesser of $0.015 and eighty percent (80%) of the lowest volume weighted average price of the Common Stock during the ten (10) trading days immediately preceding each conversion date. The Company shall not affect any conversion, and the Investor shall not have the right to convert any portion of the Debenture to the extent that after giving effect to such conversion, the Investor (together with the Investor’s affiliates) would beneficially own in excess of 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such conversion.
The Company shall pay an amount equal to the principal amount being redeemed plus a redemption premium equal to twenty percent (20%) of the principal amount being redeemed, and accrued interest.
In connection with the Debenture, the Company (a) paid Forty-Four Thousand Dollars ($44,000) directly from the proceeds of the closing to Yorkville Advisors LLC ("Investment Manager") to compensate the Investment Manager for monitoring and managing the purchase and investment made by the Investor pursuant to the Investment Manager’s existing advisory obligations to the Investor, (b) paid a nonrefundable structuring and due diligence fee to the Investment Manager equal to Fifteen Thousand Dollars ($15,000) directly from the proceeds of the closing and (c) issued a warrant for the Investor to purchase 7,500,000 shares of the Company’s common stock at an exercise price of $0.0175 per share, which such warrant expires on May 16, 2015. In accordance with the terms of the warrant, a copy of which is attached hereto, in no event shall the holder be entitled t exercise the warrant for a number of shares in excess of that number of warrant shares which, upon giving effect to such exercise, would cause the aggregate number of shares of the Company’s common stock beneficially owned by the holder and its affiliates to exceed 4.99% of the outstanding shares of the Company’s common stock following such exercise, except within sixty (60) days of May 16, 2015. If at the time of exercise the warrant shares are not subject to an effective registration statement or if an event of default thereunder has occurred, the holder may make a cashless exercise of the warrant in accordance with the formula set forth in the warrant."
WFYW : Temporary forbearance from YAGI on default
http://www.sec.gov/Archives/edgar/data/1051902/000114420408031811/v115681_8k.htm
"On May 19, 2008, Wherify Wireless, Inc. entered into a Forbearance Agreement with Yorkville Advisors, LLC, who agreed to forbear from exercising its rights and remedies under the Debentures arising out of existing defaults, pending efforts by Wherify to complete a number of initiatives contemplated in the Forbearance Agreement including, without limitation, (i) the restructuring of its unsecured creditors and (ii) a proposed Reverse Merger of a target company into Wherify the “Proposed Reverse Merger.”
Pursuant to the Forbearance Agreement Wherify has agreed to achieve the following during the forbearance period in connection with these initiatives:
(A) On or before May 30, 2008, Wherify shall have signed a letter of intent in connection with the Proposed Reverse Merger and will have an interim Bridge Loan in place in an amount estimated to be sufficient for Wherify to operate during the Forbearance Period.
(B) On or before June 30, 2008, Wherify shall have taken all steps necessary to commence the Recapitalization Financing required to close the Proposed Reverse Merger and satisfy its restructured obligations to YA Global and its unsecured creditors.
(C) Complete all required agreements necessary to complete the transactions contemplated in the Forbearance Agreement, including the Proposed Reverse Merger, in a manner that is acceptable to YA Global, on or before September 30, 2008, which is the outside date of expiration of the Forbearance Agreement.
If the above deadlines are not met, the forbearance period may be terminated."
HDY : Re-pricing warrants downwards for YAGI
From 2.00 to 1.65
http://www.sec.gov/Archives/edgar/data/937136/000114036108013370/form8k.htm
Odds are it's a typo
Frank's name is at the bottom of both attachments to that filing.
Not trying to 'rumor-monger' lol, just pointing it out.
If a typo ... silly error lol.
That brings to mine how many of all these filings can be copy/pasted for the most part, simply changing a few terms, numbers of warrants, dates, interest rates (usually upwards! LOL) etc.
and THAT brings to mind the ridiculous fees YAGI charges.
On $500K -
"Forty-Four Thousand Dollars ($44,000) directly from the proceeds of the closing to Yorkville Advisors LLC (“Investment Manager”) to compensate the Investment Manager for monitoring and managing the purchase and investment"
Yeah, like all the fees paid for 'monitoring and managing' all the other 'investments' weren't enough. How many people does YAGI have assigned to monitoring NeoMedia? One full time clerk for each convertible debenture done over the years? LOL
"a nonrefundable structuring and due diligence fee to the Investment Manager equal to Fifteen Thousand Dollars ($15,000) directly from the proceeds"
That's what I'M talkin' about lol, it surely must have taken $15 grand to copy/paste that stuff.
jonesie
Sure hate to see NEOM spend this ...
http://investorshub.advfn.com/boards/read_msg.asp?message_id=28007548
"William Hoffman is employed under the terms of an Employment Agreement dated June 18, 2007, whereby if he is terminated without cause or due to a change in control, he is entitled to 18 months salary, currently valued at $375,000, and accelerated vesting of one-half of any remaining unvested portion of the initial option grant of 20 million options. If Mr. Hoffman resigns his employment with us for good reason, he is entitled to eighteen months salary per his Employment Agreement. Mr. Hoffman's initial option grant vested 25% on the date of grant, with the remainder vesting in equal monthly installments over 48 months."
Great.
"Apparently" CH did nothing beneficial for us at all. Yet he got paid "handsomely" for the last year, got a bonus for doing nothing, gets another $375,000 now, plus millions of options for 'just in case' somebody else can do something for the NeoMedia share price.
So that's two people involved with NeoMedia recently (forget the past incompetents-or-worse) who have quite a racket going on. And they love it. When I pointed out, in person, to CH how GO was consulting for so many companies with that same $1000/day deal we paid him for 211 days last year , AND was CEO of a British-based company, his comment was "good for George".
I said it before, GO was likely CH's role model lol.
"Money for nothing and the shares are free". (to the tune of ... you know lol)
So if we powerless shareholders said something to Iain about how ridiculous it would be to pay CH that parachute payment .... would he say "good for Chip"?
Was last week's convertible debenture which right up front nets down to $441,000 done to pay CH off? Actually I would guess not, they need money to pay the lease and lights and from yesterday's PR we at least know Terry is still there.
Frank Pazera might not be though.
From yesterday's 8-K on the financing:
"By:
/s/ Scott Womble
Name:
Scott Womble
Its:
Chief Financial Officer"
Is that an idiotic typo and/or copy/paste carryover from a previous 8-K, or is that reality?
Ya just can't make this stuff up folks.
jonesie
"What the hell do we do now?"
The same thing we've always had to do , take whatever they dish out and say thank you. They are no longer accountable to anyone but themselves (Yorkville & Friends)
JMO
jonesie
p.s. Probably time to completely stop saying 'thank you'.
It's not really a surprise. (edited)
Typical.
CH continues his downhill slide from mBlox to home-based consulting business to sub-penny scam stock.
And now he most likely has a year or year and a half of salary to take a nice vacation with. I think all of his options immediately vest as well. And he got his bonus for (????) several weeks ago. Nice.
Unless there was something 'for cause' in the changeover.
I wonder what the odds of THAT are?
Perhaps we can at least temporarily defer getting behind the new one and talking about how great he will be before he does anything. I gave CH the benefit of the doubt for a while based on his resume`, won't make that mistake again.
Good luck to us all in this sorry mess.
jonesie
edited to add: p.s. I'll try for some "diplomacy, grace and respect" tomorrow LOL I emailed CH earlier today exercising a lot of "diplomacy, grace and respect" and he quit a few hours later. I'm not sure that kind of happy hooplah does much good lol.
George O. CEO of a company in England.
Iain McCready from (in?) Scotland.
Are we going 'off-shore'?
lol
jonesie
"In connection with the Debenture, the Company (a) paid Forty-Four Thousand Dollars ($44,000) directly from the proceeds of the closing to Yorkville Advisors LLC ("Investment Manager") to compensate the Investment Manager for monitoring and managing the purchase and investment made by the Investor pursuant to the Investment Manager's existing advisory obligations to the Investor, (b) paid a nonrefundable structuring and due diligence fee to the Investment Manager equal to Fifteen Thousand Dollars ($15,000) directly from the proceeds of the closing and (c) issued a warrant for the Investor to purchase 7,500,000 shares of the Company's common stock at an exercise price of $0.0175 per share, which such warrant expires on May 16, 2015."