Replies to post #205384 on NeoMedia Technologies, Inc (NEOM)

[MrC]

Thanks. Good summation of Arpvrp's posts.

[surfvenice]

FG, Excellent summation, and agree. Too many loose ends have been tied up for us to let this thing go for a song and a prayer... and agree with JP, the IP alone is worth at least 10x where we are right now. I'm holding until further notice...

[gophilipgo]

Yep. Zacked's accurate prediction for big news on the fifth:

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=45067896

Did Zacked just have blind luck? He gave a very specific date here and was correct.

Upon further reviewing arp's posts, I'm all but convinced the company is going to be sold at this point. I say this at the risk of being labeled a pumper, but look at the facts here. Aside from Zacked's prediction and the random poster last month mentioning a sale around the middle of January, I think sections c and d of the 8k suggest a sale is imminent:

"c) a lock-up provision regarding sales by the Company’s officers and directors of Common Stock, (d) a lock-up provision regarding YA’s conversion of certain existing Series C Convertible Preferred Stock and certain outstanding debentures, both held by YA, into Common Stock"

Everything I've read on lock-up agreements states such provisions are related to an IPO or sale of a company.

We are all reacting to the possibility of a reverse split without the A/S also being reduced. But we need to look at the rest of this 8k. And we can't forget all of the news surrounding NEOM over the last several months. We can't forget where the entire market is headed with 2D barcodes. We can't forget that all major bodies are pushing for the indirect method.

I believe YA will accept less than NEOM could conceivably be worth if it were allowed to grow. With the additional 225 million shares for Series D and their ability to now convert remaining debentures at a significantly lower rate, YA is also continuing to prove that their greed knows no bounds.

But YA is not so stupid as to openly and blatantly rip off shareholders so that they are left with nothing. Let us not forget that YA is already in hot water with the SEC and I have no doubt that many of the shareholders here would willingly engage them in a lawsuit if necessary. (I would be on board myself.)

I think a buyout is coming very soon. And if a reverse split does occur, I bet it occurs AFTER news of a buyout is revealed.

This is all my opinion. Take it for what it's worth. I do think the share price will take a heavy hit over the next few days if news does not immediately follow. I also think the buyout will only be between 2 and 7 cents. But I do think we'll finally be rid of YA soon.

[fracatowa]

For 120 days following execution of the Series D and Investment Agreement, YA Global has been given 52% of the vote in the upcoming shareholder meeting, thereby guaranteeing that its nominations for Board Members are approved. Thereafter, as set forth in Section 4.2(j)(E) of the Series D issuance, the Board members can dissolve, liquidate or wind down NeoMedia's affairs handing over the multi-billion dollar patents to the exclusive ownership of YA Global. There is no qualifying event necessary for the Board members to act as aforesaid.

That is the heart of the matter. It does not matter what the documents state with regard to reverse split, lock ups, or any other matter except what is noted above. Since the Board members have written permission pursuant to legal agreement to wind down, dissolve or liquidate NeoMedia at its sole discretion, YA Global has provided its soon-to-be Board members indemnification from personal liability arising out of such dissolution, liquidation or winding down of NeoMedia.

The obviousness of it all should not be lost on any one. The Board members are YA Global's Trojan horse to destroy public company NeoMedia and abscond with the patents. Section 4.2(j)(E) of the Certificate Of The Designation...Series D is the necessary language to allow YA's Board members to dissolve, liquidate or wind down the company. Note there is no qualifying event necessary for the Board members to so act.

[clawmann]

Futureguy, your point 5 is misreading the RS stuff. Affectation is an obvious spelling error by the drafter. That kind of mistake is consistent with a number of other YA-Neom docs I have seen; the parties apparently do not require their lawyer to be literate.

[cjzak]

If it was a somewhat good news scenario--re the company being sold to our proverbial whale--why wouldn't that be announced
first then the 8k comes out? Somehow, this doesn't seem to be a very great way to announce a positive thing like a sale of the company if we shareholders were at all being considered (obviously we are not). YA is noted for this kind of sh** as per their history which has been front and center numerous times before. I sure hope you guys with the somewhat positive take are in the right ball park here. With all the good things moving for NEOM last year, I surely didn't expect this. Bloodsucker YA will get their last ounce out of NEOM before they exit. Unfortunately for us, they seem to be leaving a barely breathing corpse. GLTA.