SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
__________________
 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
 
__________________
 
Date of Report: September 24, 2008
 
NeoMedia Technologies, Inc.
(Exact Name of Registrant as Specified in Charter)
 

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


Two Concourse Parkway, Suite 500, Atlanta, GA
30328
(Address of principal executive offices)
(Zip code)
   
Registrant's telephone number, including area code:
(678) 638-0460
   

Not Applicable
(Former Name or Former Address, If Changed Since Last Report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
Pre-commencement communications pursuant to Rule 13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 
 
 
 
Item 1.01. Entry Into a Material Definitive Agreement
 
On September 24, 2008, NeoMedia Technologies, Inc., a Delaware corporation (the "Company") executed a Letter Agreement with YA Global Investments, L.P. (“YAGI”) pursuant to which YAGI agreed to extend the maturity dates of (a) a certain Secured Convertible Debenture, dated August 23, 2006, issued by the Company to YAGI in the principal amount of Five Million Dollars ($5,000,000) and (b) a certain Secured Convertible Debenture, dated December 26, 2006, by the Company to YAGI in the principal amount of Two Million Five Hundred Thousand Dollars ($2,500,000), each to July 29, 2010. A copy of the Letter Agreement is attached hereto as Exhibit 10.1.
 
Item 9.01. Financial Statements and Exhibits
 
(a) Not applicable.

(b) Not applicable.

(c)  Not applicable.

(d) Exhibit No. Description:

EXHIBIT
DESCRIPTION
LOCATION
 
Exhibit 10.1
 
 
Letter Agreement, dated September 24, 2008, by and
 
 
Provided herewith
 

 
 
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SIGNATURE
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: October 1, 2008
NEOMEDIA TECHNOLGIES, INC.
   
 
By: /s/ Michael W. Zima__
 
Name: Michael W. Zima
 
Its: Chief Financial Officer


 
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