Note 8 - Promasys B.V. Acquisition (Promasys B.V. [Member])

12 Months Ended

Dec. 31, 2014

Promasys B.V. [Member]

Note 8 - Promasys B.V. Acquisition [Line Items]

Business Combination Disclosure [Text Block]

NOTE 8: PROMASYS B.V. ACQUISITION

On November 11, 2013, with economic effect as of October 31, 2013, we acquired 100% of the capital stock of Promasys B.V., a privately held Netherlands company, from the 4 shareholders of Promasys B.V. pursuant to a share purchase agreement and as a result, Promasys B.V. became our wholly owned subsidiary. Promasys B.V. is involved in the development and marketing of software and services relating to clinical data management (“Business”). Since its establishment in 2004, Promasys B.V. has built an international customer base, with a focus on the academic market and a strong presence in Asia. As consideration for the acquisition, we paid an aggregate of 435,998 euros (approximately $593,000) to one of the shareholders of Promasys B.V and issued an aggregate of 2,270,000 shares of our common stock to the other 3 shareholders of Promasys B.V. On the same day, and in connection with the share purchase agreement, we also entered into an employment agreement with one of the shareholders and a management agreement with the principal of a second shareholder pursuant to which, among other things, the individuals shall continue providing services to us as it relates to the Business. The foregoing description of the share purchase agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement which we have filed as Exhibit 10.71 to our 2014 Annual Report on Form 10K.

In conjunction with the share purchase agreement of the capital stock of Promasys B.V., effective October 31, 2013, our Board of Directors appointed Dr. Adam F. Cohen to serve on our Board of Directors. Dr. Cohen, age 61, has no family relationships with any of the executive officers or directors of the Company. Dr. Cohen was a director of Promasys B. V. and held a 10% equity interest in Promasys B.V. prior to the acquisition. He received 790,000 shares of OmniComm’s common shares in exchange for his interest in Promasys B.V. Other than the acquisition of Promasys B.V. there have been no related party transactions in the past two years in which the Company or any of its subsidiaries was or is to be a party, in which Dr. Cohen had, or will have, a direct or indirect material interest.

Dr. Cohen currently serves as the Chief Executive Officer of CHDR, a clinical research unit based in Leiden in the Netherlands. Dr. Cohen graduated in Pharmacy and Medicine from Leiden University. He subsequently joined the department of Clinical Pharmacology of the Wellcome Research Laboratories in Beckenham, UK where he obtained experience in early drug development. This work led to a PhD thesis about the development of an antihistamine (acrivastine) and an antiepileptic (lamotrigine). Further training in internal medicine was obtained at King’s College Hospital in London. Phase II-III drug development experience was obtained as European Clinical project leader for t-PA at Wellcome. He is a professor of Clinical Pharmacology at Leiden University and has a clinical attachment at the department of nephrology at Leiden University Medical Centre. He is author of more than two hundred publications about a wide range of clinical pharmacological subjects. He is executive editor of the British Journal of Clinical Pharmacology.

We accounted for the acquisition of Promasys B.V as a business combination and accordingly accounted for the acquisition under Statement of Financial Accounting Standards No. 141, Business Combinations (“SFAS 141”) (Codified within ASC 805, Business Combinations). We allocate the purchase price to the assets acquired and the liabilities assumed based on their estimated fair values on the date of the acquisition. The difference between the fair value of the net assets acquired and the purchase price is recorded as goodwill. We record the operating results of the acquired business in our consolidated statements of operations from the date of acquisition.

The table below summarizes the amounts of the assets acquired and liabilities assumed that were recognized at the acquisition date.

Cash	$	215,571
Receivables		216,287
Property and equipment		2,178
Identifiable intangibles		276,356
Goodwill		671,689
Total assets acquired	$	1,382,081
Accounts payable		(170,339	)
Deferred revenue		(229,353	)
Net assets acquired	$	982,389

The below table provides unaudited pro-forma results as if the acquisition had occurred effective January 1, 2013.

	For the year ended
	December 31,
	2013
Gross revenues	$	15,119,861
Total expenses		18,145,210
Net income/(loss) before taxes		(3,025,349	)
Net income/(loss) per share
Weighted average number of shares outstanding	$	(0.04	)
Basic and diluted		89,866,051