|
Subsequent Events
|
3 Months Ended | |||
|---|---|---|---|---|
|
Jun. 30, 2011
|
||||
| Subsequent Events |
On
or about July 7, 2011, the parties have entered into a written
mutual release and settlement agreement in the case of NeuMedia,
Inc. v Pillsbury, Winthrop, Shaw, Pittman LLP, Los Angeles Superior
Court Case No. BC 441254. The Company has agreed to pay
the sum of $72,000 in full and final settlement of the litigation,
payable in monthly installments of $4,000 per month commencing on
August 1, 2011 and continuing thereafter on the first day of each
succeeding month until paid in full. Neumedia also
agreed that in the event it should close a financing or other
liquidity event of at least $5 million prior to the date the final
installment payment is due under the settlement agreement, any
unpaid amounts due would be accelerated and paid in
full.
As
previously disclosed, on July 11, 2011, Peter Adderton has been
appointed as the interim Chief Executive Officer of the Company
effective July 15, 2011 and pursuant to the terms of the agreement
described below. Mr. Adderton, is currently the chairman
and Chief Executive Officer of Agency 3.0, a digital marketing
services company, where he leads the company's practice focusing on
mobile and wireless clients. In addition, he is also Founder and
Chief Executive Officer and a majority owner of Digital Turbine
Group, LLC, a multimedia management technology
company. Mr. Adderton's appointment as interim Chief
Executive Officer of the Company was made in connection with the
Company amending its previously announced letter of intent to
acquire Digital Turbine LLC. The letter of intent provides that the
Company may acquire the assets of Digital Turbine in exchange for
five million shares of the Company's common stock. The proposed
transaction is subject to customary conditions and is also subject
to the Company closing a financing with proceeds of at least $10
million. The terms of the proposed transaction outlined in the
letter of intent are not binding on the Company or Digital Turbine,
and the proposed transaction may not occur on the terms currently
set forth in the letter of intent or at all. The Company
and Digital Turbine amended the letter of intent to extend the term
of the letter of intent until August 31, 2011. In return for
Digital Turbine's agreement to extend the term of the letter of
intent, the Company agreed to make two payments to Digital Turbine
of $50,000 each, and Digital Turbine has agreed to cause Mr.
Adderton to serve as interim Chief Executive Officer of the
Company. The letter of intent contemplates that, in the event the
proposed transaction occurs, Mr. Adderton will become the Company's
Chief Executive Officer and a member of the board of directors and
that the Company and Mr. Adderton would enter into an employment
agreement, which will provide for base and bonus compensation in
cash as well as equity compensation. In the event that the
transaction contemplated by the letter of intent is not
consummated, Mr. Adderton will cease to serve as our interim Chief
Executive Officer. Since September 2010, Mr. Adderton
has also been a member of the Company's Advisory Board and has been
providing consulting services under a consulting agreement with the
Company. The consulting agreement has a one year term and provides
that Mr. Adderton will assist with various aspects of the Company's
business and on strategic matters. In return of the consulting
services, Mr. Adderton will receive a warrant to purchase 150,000
shares of the Company's common stock at a per share price of $0.39.
The warrant will be fully vested on September 27,
2011.
On
July 12, 2011, Tim Spengler, media industry veteran and President
of Initiative North America, joined our Advisory Board
|