SC 13D/A 1 wit20151124_sc13da.htm SCHEDULE 13D/A wit20151124_sc13da.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

  

 SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

(Amendment No. 6)1

  

 OMNICOMM SYSTEMS, INC.

(Name of Issuer)

 

 Common Stock, $0.001 par value

(Title of Class of Securities)

 

68212 U 10 4

(CUSIP Number)

 

Cornelis Wit

2101 W. Commercial Blvd. Suite 3500,

Ft. Lauderdale, FL 33309

(954) 473-1254

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 23, 2015

(Date of Event which Requires Filing of This Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box:  ☐

 

1

 

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

 

 

 
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CUSIP No. 68212 U 10 4

 

13D

  

  

 

  1 

 

Names of reporting person

 

Cornelis F. Wit

  2 

 

Check the appropriate box if a member of a group

(a)  ☐        (b)  ☐

 

  3 

 

SEC use only

 

  4 

 

Source of funds

 

    PF

  5 

 

Check box if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)  ☐

 

  6 

 

Citizenship or place of organization

 

    Holland

  

Number of

shares

beneficially

owned by

each

reporting

person

with

  

  7 

  

Sole voting power

 

    75,968,050 shares*

  

  8 

  

Shared voting power

 

    -0-

  

  9 

  

Sole dispositive power

 

    75,968,050 shares

  

10 

  

Shared dispositive power

 

    -0-

11 

 

Aggregate amount beneficially owned by each reporting person

 

    75,968,050 shares*

12 

 

Check box if the aggregate amount in Row (11) excludes shares  ☐

 

13 

 

Percent of class represented by amount in Row (11)

 

    48.7 %*

14 

 

Type of reporting person

 

    IN

 

*On November 30, 2010 the Reporting Person acquired 250,000 shares of Series D Preferred Stock of the Issuer. The Series D Preferred Stock are non-registered securities, non-convertible and each share provides the Reporting Person super-voting rights at any meeting of the stockholders of the Issuer and such shares of Series D Preferred Stock will vote together with the common stockholders of the Issuer, provided for the election or removal of directors the shares of Series D Preferred Stock will be voted in the same percentage as all voting shares of common stock voted for each director, in the amount of 400 votes per Series D Preferred Stock equaling an aggregate of 100,000,000 votes. If calculated with 7, 11 and 13 above, sole voting power would equal 175,968,050 votes, aggregate amount beneficially owned by each reporting person would equal 175,968,050 votes and the percent of class represented by the amount in Row 11 would be 68.8%.

 

 
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This Amendment No. 6 to the Original Schedule 13D, as defined herein, (“Amendment No. 6”) amends the Schedule 13D originally filed by the Reporting Person with the Commission on December 29, 2008 (the “Original Schedule 13D”), Amendment No. 1 to the Original Schedule 13D originally filed by the Reporting Person with the Commission on March 2, 2010 (“Amendment No. 1”), Amendment No. 2 to the Original Schedule 13D originally filed by the Reporting Person with the Commission on February 23, 2012 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D originally filed by the Reporting Person with the Commission on March 22, 2013 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D originally filed by the Reporting Person with the Commission on May 23, 2014 (“Amendment No. 4”) and Amendment No. 5 to the Original Schedule 13D originally filed by the Reporting Person with the Commission on November 20, 2015 (“Amendment No. 5”). The Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4 and Amendment No. 5 are collectively referred to as the “Schedule 13D.”

 

All terms used but not defined in this Amendment No. 6 are as defined in the Schedule 13D. The summary descriptions (if any) contained herein of certain agreements and documents are qualified in their entirety by reference to the complete text of such agreements and documents filed as Exhibits hereto or incorporated herein by reference.

 

 

 Item 3 of the Schedule 13D is amended and supplemented as follows:

 

Item 3.

Source and Amount of Funds or Other Consideration

 

 The disclosure in Item 5 below is incorporated herein by reference

 

 

Item 5 of the Schedule 13D is amended and supplemented as follows:

 

Item 5.

Interest in Securities of the Issuer

 

(a)

The aggregate number of securities of the class identified in Item 1 that are beneficially owned by the Reporting Person is 75,968,050 shares. Such amount of shares includes (i) 49,828,050 shares of common stock, (ii) 14,490,000 shares issuable upon exercise of currently exercisable common stock purchase warrants, and (iii) 11,650,000 shares issuable upon conversion of Convertible Debentures. The foregoing constitutes approximately 48.7% of the outstanding shares of common stock of the Issuer. This disclosure assumes that there were 129,753,577 shares of common stock outstanding as of the date of this Amendment No. 6, including (1), 92,730,060 shares of common stock outstanding as of November 12, 2015 according to the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, filed with the Securities and Exchange Commission on November 13, 2015 and (2) the 37,023,517 common shares issued to the Reporting Person as reported in Amendment No. 5 filed with the Securities and Exchange Commission on November 20, 2015. The foregoing and all other amounts of beneficial ownership set forth herein are calculated pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended.

 

(b)

The Reporting Person holds sole voting and dispositive powers over the shares identified in Item 5(a). The Reporting Person does not share voting or dispositive powers over any of such shares.

 

(c)

Since the filing of Amendment No. 5 to the Original Schedule 13D on November 20, 2015 the Reporting Person has engaged in the following transactions within the prior 60 days with respect to the common stock:

 

 

The Reporting Person entered into a Stock Purchase Agreement on November 23, 2015, with Adrianus Klinkenberg pursuant to which, in a privately negotiated transaction, the Reporting Person sold the following securities, originally issued to the Reporting Person in September 2009, in exchange for an aggregate cash amount of $420,000 (i) a convertible debenture from the Issuer in the amount of $400,000, bearing interest at a rate of 12% per annum, maturing on April 1, 2017 and convertible into 1,600,000 shares of the common stock of the Issuer at a conversion price of $0.25 per share, and (ii) related warrants to purchase 1,600,000 shares of common stock of the Issuer at an exercise price of $0.25 per share with an expiration date of April 1, 2017.

 

 
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The Reporting Person entered into a Stock Purchase Agreement on November 23, 2015, with Yolanda C. Dekker pursuant to which, in a privately negotiated transaction, the Reporting Person sold the following securities, originally issued to the Reporting Person in September 2009, in exchange for an aggregate cash amount of $236,250 (i) a convertible debenture from the Issuer in the amount of $225,000, bearing interest at a rate of 12% per annum, maturing on April 1, 2017 and convertible into 900,000 shares of the common stock of the Issuer at a conversion price of $0.25 per share, and (ii) related warrants to purchase 900,000 shares of common stock of the Issuer at an exercise price of $0.25 per share with an expiration date of April 1, 2017.

 

The Reporting Person entered into a Stock Purchase Agreement on November 23, 2015, pursuant to which, in a privately negotiated transaction, the Reporting Person sold warrants to purchase 2,000,000 shares of common stock of the Issuer at an exercise price of $0.25 per share with an expiration date of January 1, 2019, originally issued to the Reporting Person in December 2011, to Stephen E. Johnson, Chief Operating Officer and President of the Issuer, in exchange for an aggregate cash amount of $60,000.

 

The Reporting Person entered into a Stock Purchase Agreement on November 23, 2015, pursuant to which, in a privately negotiated transaction, the Reporting Person sold warrants to purchase 1,000,000 shares of common stock of the Issuer at an exercise price of $0.25 per share with an expiration date of January 1, 2019, originally issued to the Reporting Person in December 2011, to Thomas E. Vickers, Chief Financial Officer of the Issuer, in exchange for an aggregate cash amount of $30,000.

 

The Reporting Person entered into a Stock Purchase Agreement on November 23, 2015, pursuant to which, in a privately negotiated transaction, the Reporting Person sold warrants to purchase 1,000,000 shares of common stock of the Issuer at an exercise price of $0.25 per share with an expiration date of January 1, 2019, originally issued to the Reporting Person in December 2011, to Keith Howells, Senior Vice President of the Issuer, in exchange for an aggregate cash amount of $30,000.

 

Item 6 of the Schedule 13D is amended and supplemented as follows:

 

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

 

The disclosure in Item 5 above is incorporated herein by reference.

 

Item 7 of the Schedule 13D is amended and supplemented as follows:

 

Item 7. Material to be filed as Exhibits

 

Exhibit No. Description

1.

Stock Purchase Agreement dated November 23, 2015 by and between the Reporting Person and Adrianus Klinkenberg.

2.

 Stock Purchase Agreement dated November 23, 2015 by and between the Reporting Person and Yolanda C. Dekker.
3. Stock Purchase Agreement dated November 23, 2015 by and between the Reporting Person and Stephen E. Johnson.
4. Stock Purchase Agreement dated November 23, 2015 by and between the Reporting Person and Thomas E. Vickers.

5.

 Stock Purchase Agreement dated November 23, 2015 by and between the Reporting Person and Keith Howells.

 

 
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SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

November 25, 2015     
 

/s/ Cornelis F. Wit

  
 

Cornelis F. Wit

  

 

 

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