0001437749-16-024129.txt : 20160127 0001437749-16-024129.hdr.sgml : 20160127 20160127101954 ACCESSION NUMBER: 0001437749-16-024129 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160125 ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20160127 DATE AS OF CHANGE: 20160127 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OMNICOMM SYSTEMS INC CENTRAL INDEX KEY: 0001034592 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 113349762 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-25203 FILM NUMBER: 161363277 BUSINESS ADDRESS: STREET 1: 2101 W COMMERCIAL BLVD. STREET 2: SUITE 3500 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 BUSINESS PHONE: 954-473-1254 MAIL ADDRESS: STREET 1: 2101 W COMMERCIAL BLVD. STREET 2: SUITE 3500 CITY: FORT LAUDERDALE STATE: FL ZIP: 33309 FORMER COMPANY: FORMER CONFORMED NAME: CORAL DEVELOPMENT CORP DATE OF NAME CHANGE: 19970225 8-K 1 omcm20160126_8k.htm FORM 8-K omcm20130624_8k.htm

 

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): January 25, 2016

 

 

OMNICOMM SYSTEMS, INC.

(Exact Name of Registrant as Specified in its Charter)

  

 

Delaware

(State or Other Jurisdiction of Incorporation)

 

000-25203

11-3349762

(Commission File Number)

(IRS Employer Identification No.)

  

  

2101 W. Commercial Blvd. Suite 3500, Ft.

Lauderdale, FL

33309

(Address of Principal Executive Offices)

(Zip Code)

 

Registrant’s telephone number, including area code: (954) 473-1254

  

 

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 (see General Instruction A.2 below):

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 
 
 

 

Item 3.02 Unregistered Sales Of Equity Securities.

 

On December 31, 2015, January 4, January 8, January 15, January 20 and January 25, 2016, OmniComm Systems, Inc. (the “Registrant”) entered into separate agreements with certain holders (“Holders”) of the Registrant’s 5% Series A Convertible Preferred Stock, par value $0.001 per share (“Series A Preferred Stock”), pursuant to which the Registrant and each such Holder agreed to exchange the Holder’s Series A Preferred Stock and waive all accrued and unpaid dividends on the Series A Preferred Stock accrued through to the effective date of the agreement, for shares of the Registrant’s common stock, par value $0.001 per share (“Common Stock”). In the aggregate, the Registrant issued 7,643,376 shares of Common Stock (approximately 5.9% of the Registrant’s outstanding shares of Common Stock as of January 25, 2016 giving effect to the issuance, as previously reported in the Registrant’s Form 8-K filed November 20, 2015, of 37,023,517 shares of Common Stock prior to the date hereof) in exchange for 1,910,844 shares of Series A Preferred Stock and approximately $1,345,545 of accrued and unpaid dividends on the Series A Preferred Stock. The shares of Common Stock were issued in reliance upon the exemption set forth in Section 3(a)(9) of the Securities Act of 1933, as amended, for securities exchanged by the issuer and an existing security holder where no commission or other remuneration is paid or given directly or indirectly by the issuer for soliciting such exchange.

 

 
 
 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

OmniComm Systems, Inc.

  
       
        

Date: January 27, 2016

 By: /s/ Thomas E. Vickers  
    Thomas E. Vickers  
    Chief Accounting and Financial Officer