UNITED STATES

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 (Date of earliest event reported): ~~July~~ 16June 30, ~~2014~~2015

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.)

1515 Walnut Street, Suite 100, Boulder, Colorado	80302
(Address of principal executive offices)	(Zip code)

Registrant's telephone number, including area code:	(303) 546-7946

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 ~~13e~~13c-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 45.02. ~~Non-Reliance~~Departure onof ~~Previously~~Directors ~~Issued~~or ~~Financial~~Principal ~~Statements~~Officers; orElection aof ~~Related~~Directors; ~~Audit~~Appointment ~~Report~~of ~~onr~~Principal ~~Completed~~Officers; ~~Interim~~Compensatory ~~Review~~Arrangements of Certain Officers.

On ~~July~~ 16June 30, ~~2014~~2015, George inO’Leary ~~connection~~resigned ~~with~~as ~~previous~~a ~~comments~~member ~~and~~of ~~responses~~the ~~between~~Board ~~them,~~of Directors of NeoMedia Technologies, Inc., a Delaware corporation (the “Company”),. ~~received a correspondence from the U~~Mr.S. ~~Securities~~O’Leary ~~and~~also ~~Exchange~~served ~~Commission~~as ~~(the~~Chairman ~~“SEC”), requesting~~of ~~that (i)~~ the Company’s ~~restate~~Audit ~~certain~~Committee. ofMr. ~~its financial statements by filing amendments to the reports containing such~~O’Leary ~~financials,~~has ~~and~~served ~~(ii)~~as ~~the Company file~~ a ~~Current~~Director ~~Report~~since on2006. ~~Form~~The ~~8-K~~Company toprovided ~~report non-reliance on such financials~~Mr. AsO’Leary ~~such,~~with ~~the~~a ~~Company is~~copy ~~filing~~of this Current Report on Form 8-K ~~(the “8-K”) to report that the Company’s previously issued audited~~prior financial statements as of and for the year ended December 31, 2013, as presented in the Company’s Annual Report on Form 10-K for such period (the “Form 10-K”), as well as the financial statements issued in the Company’s Quarterly Report on Form 10-Q for the period ending March 31, 2014 (the “Form 10-Q”), should no longer be relied upon (all of such financial statements are collectively referred to ~~herein as~~its ~~the~~filing ~~“Financial Statements”). The Company’s management has discussed~~ with the ~~Company’s~~U.S. ~~independent auditor~~Securities ~~the~~and ~~matters~~Exchange ~~disclosed in this 8-K~~Commission.

InItem its correspondence, the SEC asserted that certain modifications in the Company’s valuation methodology, deemed as accounting estimates by the Company, contained errors with respect to the valuation of convertible debentures issued by the Company, in that such methodology did not capture the debentures’ potentially dilutive effect upon their conversion into common stock9.01 ~~The~~Financial ~~operational~~Statements ~~performance of~~and ~~the Company will remain unchanged~~Exhibits.

~~The~~(a) ~~Company~~Not ~~intends to file an amended Form 10-K and an amended Form 10-Q that will contain restated Financial Statements revised pursuant to the SEC’s comments.~~applicable

2(b) Not applicable

~~SIGNATURE~~(c) Exhibits - None.

~~Pursuant~~- to2 ~~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: July 29, 2014	NEOMEDIA TECHNOLOGIES, INC.
	By: /s/ Laura Marriott
	Name: Laura A Marriott
	Its: Chief Executive Officer

SIGNATURES

3Pursuant 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: June 30, 2015	NEOMEDIA TECHNOLGIES, INC.

	By:	/s/ Laura Marriott
		Name: Laura A. Marriott
		Its: Chief Executive Officer and Chairman of the Board of Directors

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