Delaware
|
20-2876380
|
|
(State or other jurisdiction of incorporation or organization)
|
(I.R.S. Employer Identification Number)
|
Large accelerated filer
|
[ ]
|
Accelerated filer
|
[ ]
|
|
Non accelerated filer
|
[ ]
|
Smaller reporting company
|
[X]
|
Page
|
|||||
3 | |||||
PART I - FINANCIAL INFORMATION
|
|||||
ITEM 1:
|
FINANCIAL STATEMENTS
|
||||
4 | |||||
5 | |||||
6 | |||||
10 | |||||
11 | |||||
ITEM 2:
|
24 | ||||
ITEM 3:
|
40 | ||||
ITEM 4:
|
40 | ||||
PART II - OTHER INFORMATION
|
|||||
ITEM 1:
|
40 | ||||
ITEM 1A:
|
40 | ||||
ITEM 2:
|
40 | ||||
ITEM 3:
|
41 | ||||
ITEM 4:
|
41 | ||||
ITEM 5:
|
41 | ||||
ITEM 6:
|
42 | ||||
43 |
●
|
the uncertainty associated with whether or not the Government of the Sultanate of Oman will honor its commitment with respect to its intention to sign the agreed DA with Omagine LLC;
|
●
|
the uncertainty associated with political events in the Middle East and North Africa (the “MENA Region”) in general;
|
●
|
the success or failure of the Company’s efforts to secure additional financing, including project financing for the Omagine Project;
|
●
|
oversupply of residential and/or commercial property inventory in the Oman real estate market or other adverse conditions in such market;
|
●
|
the impact of MENA Region or international economies and/or future events (including natural disasters) on the Oman economy, on the Company’s business or operations, on tourism within or into Oman, on the oil and natural gas businesses in Oman and on other major industries operating within the Omani market;
|
●
|
deterioration or malaise in economic conditions or in the continuing recovery of the Oman, MENA Region and international real estate markets, including any associated impact of depressed levels of consumer and business confidence in the state of the Omani and international economies;
|
●
|
inflation, interest rates, movements in interest rates, securities market and monetary fluctuations;
|
●
|
acts of war, civil or political unrest, terrorism or political instability in Oman or the MENA Region; or
|
●
|
the ability to attract and retain skilled employees.
|
Three Months Ended June 30,
|
Six Months Ended June 30,
|
From the Period October 11, 2005 (Inception of Development Stage) to June 30,
|
||||||||||||||||||
2014
|
2013
|
2014
|
2013
|
2014
|
||||||||||||||||
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
(Unaudited)
|
||||||||||||||||
REVENUE:
|
||||||||||||||||||||
Total revenue
|
$ | - | $ | - | $ | - | $ | - | $ | - | ||||||||||
OPERATING EXPENSES:
|
||||||||||||||||||||
Officers and directors compensation (including stock-based
|
||||||||||||||||||||
compensation of $96,452, $216,081, $296,842, $508,412,
|
||||||||||||||||||||
and $3,324,878, respectively)
|
173,952 | 292,331 | 450,592 | 660,912 | 5,447,795 | |||||||||||||||
Professional fees(including stock-based compensation of $0, $0,
|
||||||||||||||||||||
$10,436, $0 and $10,436, respectively)
|
78,563 | 65,722 | 96,234 | 74,813 | 1,571,174 | |||||||||||||||
Consulting fees (including stock-based compensation
|
||||||||||||||||||||
of $100,330, $146,341, $197,504, $421,627, and
|
||||||||||||||||||||
$1,715,461, respectively)
|
129,245 | 147,104 | 232,892 | 429,699 | 2,997,926 | |||||||||||||||
Commitment fees (all stock-based compensation)
|
150,000 | - | 150,000 | - | 450,000 | |||||||||||||||
Travel
|
41,318 | 27,233 | 57,640 | 61,358 | 1,155,162 | |||||||||||||||
Occupancy
|
37,636 | 37,292 | 76,989 | 68,212 | 1,088,326 | |||||||||||||||
Other selling general and administrative
|
55,185 | 48,252 | 87,997 | 108,774 | 2,017,539 | |||||||||||||||
Total Costs and Expenses
|
665,899 | 617,934 | 1,152,344 | 1,403,768 | 14,727,922 | |||||||||||||||
OPERATING LOSS
|
(665,899 | ) | (617,934 | ) | (1,152,344 | ) | (1,403,768 | ) | (14,727,922 | ) | ||||||||||
OTHER (EXPENSE) INCOME
|
||||||||||||||||||||
Settlement of Qatar Real Estate development dispute
|
- | - | - | - | 1,004,666 | |||||||||||||||
Impairment of goodwill
|
- | - | - | - | (5,079,919 | ) | ||||||||||||||
Amortization of Debt discount
|
(18,367 | ) | - | (20,699 | ) | - | (123,777 | ) | ||||||||||||
Interest income
|
- | - | - | - | 8,805 | |||||||||||||||
Interest expense
|
(17,948 | ) | (7,177 | ) | (29,706 | ) | (13,958 | ) | (309,653 | ) | ||||||||||
Other (Expense) - Net
|
(36,315 | ) | (7,177 | ) | (50,405 | ) | (13,958 | ) | (4,499,878 | ) | ||||||||||
NET LOSS FROM DEVELOPMENT STAGE ENTITY - CONTINUING
|
||||||||||||||||||||
OPERATIONS DEVELOPMENT
|
(702,214 | ) | (625,111 | ) | (1,202,749 | ) | (1,417,726 | ) | (19,227,800 | ) | ||||||||||
Add net loss attributable to noncontrolling interests in Omagine LLC
|
23,930 | 13,085 | 29,323 | 19,657 | 120,847 | |||||||||||||||
NET LOSS ATTRIBUTABLE TO OMAGINE, INC.
|
(678,284 | ) | (612,026 | ) | (1,173,426 | ) | (1,398,069 | ) | (19,106,953 | ) | ||||||||||
LOSS FROM DISCONTINUED OPERATIONS - SPORTS
|
||||||||||||||||||||
APPAREL
|
- | - | - | - | (345,990 | ) | ||||||||||||||
NET LOSS ACCUMULATED DURING DEVELOPMENT STAGE
|
(678,284 | ) | (612,026 | ) | (1,173,426 | ) | (1,398,069 | ) | (19,452,943 | ) | ||||||||||
Net preferred stock dividends
|
- | - | - | - | (27,778 | ) | ||||||||||||||
LOSS APPLICABLE TO COMMON SHAREHOLDERS
|
$ | (678,284 | ) | $ | (612,026 | ) | $ | (1,173,426 | ) | $ | (1,398,069 | ) | $ | (19,480,721 | ) | |||||
LOSS PER SHARE - BASIC AND DILUTED
|
$ | (0.04 | ) | $ | (0.05 | ) | $ | (0.08 | ) | $ | (0.10 | ) | $ | (1.95 | ) | |||||
LOSS PER SHARE - CONTINUING OPERATIONS - REAL ESTATE
|
||||||||||||||||||||
DEVELOPMENT
|
$ | (0.04 | ) | $ | (0.05 | ) | $ | (0.08 | ) | $ | (0.10 | ) | $ | (1.91 | ) | |||||
LOSS PER SHARE DISCONTINUED OPERATIONS - SPORTS APPAREL | $ | - | $ | - | $ | - | $ | - | $ | (0.04 | ) | |||||||||
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING
|
||||||||||||||||||||
- BASIC AND DILUTED
|
16,239,569 | 14,684,472 | 15,660,180 | 14,522,943 | 9,990,113 | |||||||||||||||
Deficit | Deficit | ||||||||||
Accumulated
|
Accumulated | ||||||||||
Prior to
|
During the | ||||||||||
Development
|
Development | ||||||||||
Common Stock
|
Stage
|
Stage
|
|||||||||
Preferred Stock
|
Issued and Outstanding
|
Committed to be issued
|
Capital in
|
Commencing
|
Commencing
|
Noncontrolling | |||||
$0.001 Par |
$0.001 Par
|
$0.001 Par
|
Excess of
|
October 11, | October 11, |
Interests in
|
|||||
Shares
|
Value
|
Shares
|
Value
|
Shares
|
Value
|
Par Value
|
2005
|
2005
|
Omagine LLC
|
Total
|
|
Balances at October 11, 2005
|
|||||||||||
(inception of development stage)
|
108,350
|
$ 108
|
5,667,569
|
$ 5,668
|
-
|
-
|
$ 13,797,424
|
$ (9,201,144)
|
-
|
-
|
$ 4,602,056
|
Conversion of preferred stock for common stock
|
(1,250)
|
(1)
|
10,000
|
10
|
-
|
-
|
(9)
|
-
|
-
|
-
|
-
|
Issuance of preferred stock dividends in common stock
|
-
|
-
|
348
|
-
|
-
|
-
|
1,457
|
-
|
-
|
-
|
1,457
|
Beneficial conversion feature of Convertible Debenture
|
-
|
-
|
-
|
-
|
-
|
-
|
132,208
|
-
|
-
|
-
|
132,208
|
Value of warrant attached to Convertible Debenture
|
-
|
-
|
-
|
-
|
-
|
-
|
69,421
|
-
|
-
|
-
|
69,421
|
Reduction of preferred stock dividends accrual
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
116,705
|
-
|
116,705
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(5,534,319)
|
-
|
(5,534,319)
|
Balances at December 31, 2005
|
107,100
|
107
|
5,677,917
|
5,678
|
-
|
-
|
14,000,501
|
(9,201,144)
|
(5,417,614)
|
-
|
(612,472)
|
Issuance of common stock for cash
|
-
|
-
|
10,000
|
10
|
-
|
-
|
19,990
|
-
|
-
|
-
|
20,000
|
Issuance of common stock upon conversion of debentures
|
-
|
-
|
495,032
|
495
|
-
|
-
|
196,882
|
-
|
-
|
-
|
197,377
|
Conversion of preferred stock for common stock
|
(20,163)
|
(20)
|
161,300
|
161
|
-
|
-
|
(141)
|
-
|
-
|
-
|
-
|
Issuance of preferred stock dividends in common stock
|
-
|
-
|
78,343
|
78
|
-
|
-
|
63,946
|
-
|
-
|
-
|
64,024
|
Stock option expense
|
-
|
-
|
-
|
-
|
-
|
-
|
56,791
|
-
|
-
|
-
|
56,791
|
Beneficial conversion feature of Convertible Debenture
|
-
|
-
|
-
|
-
|
-
|
-
|
52,778
|
-
|
-
|
-
|
52,778
|
Preferred stock dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(21,042)
|
-
|
(21,042)
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(767,951)
|
-
|
(767,951)
|
Balances at December 31, 2006
|
86,937
|
87
|
6,422,592
|
6,422
|
-
|
-
|
14,390,747
|
(9,201,144)
|
(6,206,607)
|
-
|
(1,010,495)
|
Issuance of common stock for consulting services
|
-
|
-
|
1,250
|
1
|
-
|
-
|
749
|
-
|
-
|
-
|
750
|
Issuance of common stock for cash
|
-
|
-
|
570,000
|
570
|
-
|
-
|
754,430
|
-
|
-
|
-
|
755,000
|
Purchase of common stock for cash
|
-
|
-
|
(2)
|
-
|
-
|
-
|
(3)
|
-
|
-
|
-
|
(3)
|
Issuance of common stock upon conversion of debentures
|
-
|
-
|
547,526
|
548
|
-
|
-
|
126,396
|
-
|
-
|
-
|
126,944
|
Issuance of common stock in payment of accounts payable
|
-
|
-
|
560,067
|
560
|
-
|
-
|
341,470
|
-
|
-
|
-
|
342,030
|
Issuance of common stock upon exercise of warrants
|
-
|
-
|
295,866
|
296
|
-
|
-
|
1,038,829
|
-
|
-
|
-
|
1,039,125
|
Preferred stock and dividends converted to common stock
|
(86,937)
|
(87)
|
720,188
|
720
|
-
|
-
|
122,808
|
-
|
-
|
-
|
123,441
|
Cancellation of common stock issued for consulting services
|
-
|
-
|
(9,000)
|
(9)
|
-
|
-
|
(10,942)
|
-
|
-
|
-
|
(10,951)
|
Stock option expense
|
-
|
-
|
-
|
-
|
-
|
-
|
20,187
|
-
|
-
|
-
|
20,187
|
Preferred stock dividends
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(123,441)
|
-
|
(123,441)
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,043,190)
|
-
|
(1,043,190)
|
Balances at December 31, 2007
|
-
|
-
|
9,108,487
|
9,108
|
-
|
-
|
16,784,671
|
(9,201,144)
|
(7,373,238)
|
-
|
219,397
|
Issuance of common stock for consulting services
|
-
|
-
|
2,230
|
3
|
-
|
-
|
7,498
|
-
|
-
|
-
|
7,501
|
Issuance of common stock for cash
|
-
|
-
|
109,500
|
110
|
-
|
-
|
235,090
|
-
|
-
|
-
|
235,200
|
Contribution of common stock to 401(k) Plan
|
-
|
-
|
20,192
|
20
|
-
|
-
|
52,480
|
-
|
-
|
-
|
52,500
|
Issuance of common stock for SEDA commitment fees
|
-
|
-
|
45,830
|
46
|
-
|
-
|
149,954
|
-
|
-
|
-
|
150,000
|
Cancellation of common stock
|
-
|
-
|
(8,712)
|
(9)
|
-
|
-
|
9
|
-
|
-
|
-
|
-
|
Stock option expense
|
-
|
-
|
-
|
-
|
-
|
-
|
60,629
|
-
|
-
|
-
|
60,629
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,307,630)
|
-
|
(1,307,630)
|
Balances at December 31, 2008
|
-
|
-
|
9,277,527
|
9,278
|
-
|
-
|
17,290,331
|
(9,201,144)
|
(8,680,868)
|
-
|
(582,403)
|
Issuance of common stock for cash
|
-
|
-
|
2,000
|
2
|
-
|
-
|
1,398
|
-
|
-
|
-
|
1,400
|
Contribution of common stock to 401(k) Plan
|
-
|
-
|
72,500
|
72
|
-
|
-
|
72,428
|
-
|
-
|
-
|
72,500
|
Stock option expense
|
-
|
-
|
-
|
-
|
-
|
-
|
112,328
|
-
|
-
|
-
|
112,328
|
Sale of common stock under Standby Equity Distribution Agreement
|
-
|
-
|
1,308,877
|
1,309
|
-
|
-
|
553,691
|
-
|
-
|
-
|
555,000
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,114,409)
|
-
|
(1,114,409)
|
Balances at December 31, 2009
|
-
|
-
|
10,660,904
|
10,661
|
-
|
-
|
18,030,176
|
(9,201,144)
|
(9,795,277)
|
-
|
(955,584)
|
Adjustment for stock splits
|
-
|
-
|
22
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
Issuance of common stock for cash
|
-
|
-
|
336,972
|
337
|
-
|
-
|
304,163
|
-
|
-
|
-
|
304,500
|
Contribution of common stock to 401(k) Plan
|
-
|
-
|
289,996
|
290
|
-
|
-
|
72,210
|
-
|
-
|
-
|
72,500
|
Issuance of common stock in payment of salaries payable
|
-
|
-
|
82,305
|
82
|
-
|
-
|
99,918
|
-
|
-
|
-
|
100,000
|
Issuance of common stock for stockholder investor relations
|
-
|
-
|
118,750
|
119
|
-
|
-
|
47,381
|
-
|
-
|
-
|
47,500
|
Stock option expense
|
-
|
-
|
-
|
-
|
-
|
-
|
110,040
|
-
|
-
|
-
|
110,040
|
Sale of common stock under Standby Equity Distribution Agreement
|
-
|
-
|
618,697
|
619
|
-
|
-
|
249,381
|
-
|
-
|
-
|
250,000
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,277,001)
|
-
|
(1,277,001)
|
Balances at December 31, 2010
|
-
|
-
|
12,107,646
|
12,108
|
-
|
-
|
18,913,269
|
(9,201,144)
|
(11,072,278)
|
-
|
(1,348,045)
|
Issuance of common stock for cash
|
-
|
-
|
130,438
|
131
|
-
|
-
|
264,869
|
-
|
-
|
-
|
265,000
|
Contribution of common stock to 401(k) Plan
|
-
|
-
|
51,784
|
52
|
-
|
-
|
72,448
|
-
|
-
|
-
|
72,500
|
Issuance of common stock for SEDA commitment fees
|
-
|
-
|
244,216
|
244
|
-
|
-
|
299,756
|
-
|
-
|
-
|
300,000
|
Stock option expense
|
-
|
-
|
-
|
-
|
-
|
-
|
92,498
|
-
|
-
|
-
|
92,498
|
Sale of common stock under Standby Equity Distribution Agreement (Old)
|
-
|
-
|
193,442
|
193
|
-
|
-
|
164,807
|
-
|
-
|
-
|
165,000
|
Sale of common stock under Standby Equity Distribution Agreement (New)
|
-
|
-
|
111,175
|
111
|
-
|
-
|
229,889
|
-
|
-
|
-
|
230,000
|
Stock grant to consultant
|
-
|
-
|
15,000
|
15
|
-
|
-
|
6,735
|
-
|
-
|
-
|
6,750
|
Stock options exercised by officers
|
-
|
-
|
-
|
-
|
150,000
|
150
|
187,350
|
-
|
-
|
-
|
187,500
|
Stock grants to foreign consultants
|
-
|
-
|
-
|
-
|
215,000
|
215
|
299,495
|
-
|
-
|
-
|
299,710
|
Adjustments for noncontrolling interests in Omagine LLC
|
-
|
-
|
-
|
-
|
-
|
-
|
90,429
|
-
|
-
|
45,416
|
135,845
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,804,451)
|
-
|
(1,804,451)
|
Balances at December 31, 2011
|
-
|
-
|
12,853,701
|
12,854
|
365,000
|
365
|
20,621,545
|
(9,201,144)
|
(12,876,729)
|
45,416
|
(1,397,693)
|
Issuance of Common Stock committed for stock options
|
|||||||||||
exercised by officers
|
-
|
-
|
150,000
|
150
|
(150,000)
|
(150)
|
-
|
-
|
-
|
-
|
-
|
Stock grants to foreign consultants
|
-
|
-
|
215,000
|
215
|
(215,000)
|
(215)
|
-
|
-
|
-
|
-
|
-
|
Stock Grant to consultant for services rendered
|
-
|
-
|
1,994
|
2
|
-
|
-
|
3,248
|
-
|
-
|
-
|
3,250
|
Stock option expense
|
-
|
-
|
-
|
-
|
-
|
-
|
1,761,076
|
-
|
-
|
-
|
1,761,076
|
Issuance of Common Stock under New Standby Equity
|
|||||||||||
Distribution Agreement (New SEDA)
|
-
|
-
|
68,480
|
68
|
-
|
-
|
89,932
|
-
|
-
|
-
|
90,000
|
Stock Grants to a stockholder relations agent for fees
|
15,000
|
15
|
107,500
|
107
|
177,955
|
-
|
-
|
-
|
178,077
|
||
Issuance of Common Stock for Rights Offering
|
-
|
-
|
-
|
-
|
1,014,032
|
1,014
|
1,266,526
|
-
|
-
|
-
|
1,267,540
|
Issuance of Common Stock committed for Rights Offering
|
-
|
-
|
1,014,032
|
1,014
|
(1,014,032)
|
(1,014)
|
-
|
-
|
-
|
-
|
-
|
Contribution of Common Stock to 401(k) Plan
|
-
|
-
|
50,834
|
51
|
-
|
-
|
76,199
|
-
|
-
|
-
|
76,250
|
Adjustments for noncontrolling interests in
|
|||||||||||
Omagine LLC
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(35,997)
|
(35,997)
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,789,976)
|
-
|
(2,789,976)
|
Balances at December 31, 2012
|
-
|
-
|
14,369,041
|
14,369
|
107,500
|
107
|
23,996,481
|
(9,201,144)
|
(15,666,705)
|
9,419
|
(847,473)
|
Issuance of Common Stock committed to stockholder
|
|||||||||||
relations agent for fees
|
-
|
-
|
107,500
|
107
|
(107,500)
|
(107)
|
-
|
-
|
-
|
-
|
-
|
Issuance of Common Stock for cash
|
-
|
-
|
100,000
|
100
|
-
|
-
|
124,900
|
-
|
-
|
-
|
125,000
|
Stock option expense
|
-
|
-
|
-
|
-
|
-
|
-
|
1,445,744
|
-
|
-
|
-
|
1,445,744
|
Issuance of Common Stock for 401(k) Plan contribution
|
-
|
-
|
55,253
|
55
|
-
|
-
|
76,195
|
-
|
-
|
-
|
76,250
|
Stock options exercised by Director's Estate
|
-
|
-
|
4,000
|
4
|
-
|
-
|
2,716
|
-
|
-
|
-
|
2,720
|
Issuance of Common Stock for cash
|
-
|
-
|
71,162
|
71
|
-
|
-
|
74,929
|
-
|
-
|
-
|
75,000
|
Stock grant to consultant for services renderred
|
-
|
-
|
5,000
|
5
|
-
|
-
|
5,325
|
-
|
-
|
-
|
5,330
|
Stock grants to stockholder relation agents for fees
|
-
|
-
|
40,000
|
40
|
-
|
-
|
38,500
|
-
|
-
|
-
|
38,540
|
Issuance of Common Stock under New Standby Equity
|
|||||||||||
Distribution Agreement (New SEDA)
|
-
|
-
|
163,094
|
164
|
-
|
-
|
204,836
|
-
|
-
|
-
|
205,000
|
Stock grant to IT consultants for fees
|
-
|
-
|
19,988
|
20
|
-
|
-
|
18,169
|
-
|
-
|
-
|
18,189
|
Adjustments for noncontrolling interests in
|
|||||||||||
Omagine LLC
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(35,371)
|
(35,371)
|
Net loss
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(2,640,590)
|
-
|
(2,640,590)
|
Balances at December 31, 2013
|
-
|
-
|
14,935,038
|
14,935
|
-
|
-
|
25,987,795
|
(9,201,144)
|
(18,307,295)
|
(25,952)
|
(1,531,661)
|
Stock grant issued to law firm in satisfaction of
|
|||||||||||
$15,812 of accounts payable
|
-
|
-
|
34,374
|
34
|
-
|
-
|
26,214
|
-
|
-
|
-
|
26,248
|
Issuance of Common Stock under New Standby Equity
|
|||||||||||
Distribution Agreement (New SEDA)
|
-
|
-
|
218,941
|
219
|
-
|
-
|
309,781
|
-
|
-
|
-
|
310,000
|
Issuance of Common Stock for SEDA commitment fees
|
85,822
|
86
|
149,914
|
150,000
|
|||||||
Issuance of Common Stock for 401(k) Plan contribution
|
-
|
-
|
73,315
|
73
|
-
|
-
|
76,177
|
-
|
-
|
-
|
76,250
|
Issuance of Common Stock for cash
|
-
|
-
|
582,308
|
582
|
-
|
-
|
641,518
|
-
|
-
|
-
|
642,100
|
Stock grant to consultant for services rendered
|
-
|
-
|
26,000
|
27
|
-
|
-
|
36,141
|
-
|
-
|
-
|
36,168
|
Stock Option expense
|
-
|
-
|
-
|
-
|
-
|
-
|
371,653
|
-
|
-
|
-
|
371,653
|
Adjustments for noncontrolling interests in
|
|||||||||||
Omagine LLC
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(29,323)
|
(29,323)
|
Net loss (Unaudited)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(1,173,426)
|
-
|
(1,173,426)
|
Balances at June 30, 2014 (Unaudited)
|
-
|
$ -
|
15,955,798
|
$ 15,956
|
-
|
$ -
|
$ 27,599,193
|
$ (9,201,144)
|
$ (19,480,721)
|
$ (55,275)
|
$ (1,121,991)
|
Common Shares Issuable
|
||||||||
Six Months Ended
|
||||||||
June 30,
|
||||||||
2014
|
2013
|
|||||||
(Unaudited)
|
(Unaudited)
|
|||||||
Convertible Notes
|
142,627 | 133,629 | ||||||
Stock Options
|
2,315,000 | 2,261,000 | ||||||
Warrants
|
7,422,124 | 6,422,124 | ||||||
Total Common Shares Issuable
|
9,879,751 | 8,816,753 | ||||||
Percent
|
||||
LLC Shareholder
|
Ownership
|
|||
Omagine
|
60%
|
|||
RCA
|
25%
|
|||
CCC-Panama
|
10%
|
|||
CCC-Oman
|
5%
|
|||
Total:
|
100%
|
|||
i.
|
The Office of Royal Court Affairs (“RCA”), an organization representing the personal interests of His Majesty Sultan Qaboos bin Said, the ruler of Oman, and
|
ii.
|
Two subsidiaries of Consolidated Contractors International Company, SAL (“CCIC”). CCIC is a 60 year old Lebanese multi-national company headquartered in Athens, Greece having approximately five and one-half (5.5) billion dollars in annual revenue, one hundred twenty thousand (120,000) employees worldwide, and operating subsidiaries in among other places, every country in the Middle East. The two CCIC subsidiaries which are LLC shareholders are:
|
|
1.
|
Consolidated Contracting Company S.A. (“CCC-Panama”), a wholly owned subsidiary of CCIC and is its investment arm, and
|
|
2.
|
Consolidated Contractors (Oman) Company LLC, CCIC’s operating subsidiary in Oman which is a construction company with approximately 13,000 employees.
|
June 30, 2014
|
December 31, 2013
|
|||||||
(Unaudited)
|
||||||||
$29,520 fair value of 30,000 restricted Common Shares issued to investor relations consultant on August 30, 2013 for services rendered and to be rendered during the period covering September 5, 2013 to March 4, 2014, net of $19,245 amortization thereof through December 31, 2013 (See Note 6).
|
$ | - | $ | 10,275 | ||||
Prepaid rent (Muscat, Oman office)
|
17,940 | - | ||||||
$ | 17,940 | $ | 10,275 | |||||
June 30,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
(Unaudited)
|
||||||||
Due to a director of Omagine, interest at 10% per annum, due on demand, convertible into Common Stock at a conversion price of $2.50 per Common Share:
|
||||||||
Principal
|
$ | 150,000 | $ | 150,000 | ||||
Accrued Interest
|
56,165 | 48,726 | ||||||
Due to investors, interest at 15% per annum, due on demand, convertible into Common Stock at a conversion price of $2.50 per Common Share:
|
||||||||
Principal
|
50,000 | 50,000 | ||||||
Accrued Interest
|
39,914 | 36,195 | ||||||
Due to investors, interest at 10% per annum, due on demand, convertible into Common Stock at a conversion price of $2.50 per Common Share:
|
||||||||
Principal
|
50,000 | 50,000 | ||||||
Accrued Interest
|
10,486 | 13,014 | ||||||
$ | 356,565 | $ | 347,935 | |||||
June 30,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
(Unaudited)
|
||||||||
Due to YA in the original principal amount of $200,000 (which included a $20,000 monitoring and management fee), interest at 10% per annum.
|
$ | - | 175,000 | |||||
Less: Unamortized debt discount at June 30, 2014 and December 31, 2013
|
- | (13,332 | ) | |||||
Principal, net
|
- | 161,668 | ||||||
Accrued interest
|
- | 1,458 | ||||||
Due to YA in the original principal amount of $500,000 (which includes: (i) a $39,000 commitment fee, (ii) the 2013 YA Loan balance of $110,680, and (iii) $1,096 of pre-paid interest), interest at 10% per annum. The 2014 YA Loan is due in 12 monthly installments of principal ($50,000 in June 2014; $40,000 monthly July 2014 to September 2014; $35,000 monthly October 2014 to January 2015; $40,000 monthly February 2015 to April 2015; and $70,000 on April 22, 2015), plus interest.
|
$ | 450,000 | $ | - | ||||
Less: Unamortized debt discount at June 30, 2014 and December 31, 2013
|
(31,633 | ) | - | |||||
Principal, net
|
418,367 | - | ||||||
Accrued interest
|
3,699 | - | ||||||
Total
|
$ | 422,066 | 163,126 | |||||
1.
|
see Note 9 under ”Equity Finance Agreements” with respect to sales of Common Shares made to YA Global Master SPV, Ltd. ("YA") pursuant to the SEDA.
|
2.
|
where issuances of restricted Common Shares occurred at non-discounted valuations, it is so noted and all such non-discounted valuations were based on the closing price of a Common Share on the relevant date.
|
3.
|
where issuances of restricted Common Shares occurred at discounted valuations, it is so noted and all such discounted valuations were calculated using the Finnerty Method based on the closing price of a Common Share on the relevant date less a 17% restricted stock discount for 2014 issuances and an 18% restricted stock discount for 2013 issuances.
|
4.
|
where issuances of restricted Common Shares occurred at agreed upon negotiated prices, the sale proceeds or value of services rendered are so noted.
|
Number of Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term (in years)
|
Aggregate Intrinsic Value
|
|||||||||||||
Outstanding at January 1, 2013
|
2,299,000 | $ | 1.79 | 1.58 | $ | 52,960 | ||||||||||
Granted in Q1 2013
|
2,000 | $ | 1.38 | - | - | |||||||||||
Exercised in Q2 2013
|
(4,000 | ) | - | - | - | |||||||||||
Expired in Q2 2013
|
(6,000 | ) | - | - | - | |||||||||||
Outstanding at June 30, 2013
|
2,291,000 | $ | 1.73 | 1.08 | $ | 53,220 | ||||||||||
Exercisable at June 30, 2013
|
2,261,000 | $ | 1.72 | 1.00 | $ | 53,220 | ||||||||||
Outstanding at January 1, 2014
|
2,285,000 | $ | 1.72 | 1.43 | $ | 1,100 | ||||||||||
Granted in Q1 2014
|
40,000 | $ | 1.80 | 5.06 | - | |||||||||||
Outstanding at June 30, 2014
|
2,325,000 | $ | 1.73 | 0.99 | $ | 44,820 | ||||||||||
Exercisable at June 30, 2014
|
2,315,000 | $ | 1.73 | 0.98 | $ | 44,820 | ||||||||||
Number of Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term (in years)
|
||||||||||
Non-vested shares at January 1, 2013
|
30,000 | $ | 2.60 | 5.83 | ||||||||
Granted in Q1 2013
|
2,000 | $ | 1.38 | 4.83 | ||||||||
Vested in Q1 2013
|
(2,000 | ) | $ | 1.38 | 4.83 | |||||||
Non-vested shares at June 30, 2013
|
30,000 | $ | 2.60 | 5.33 | ||||||||
Non-vested shares at January 1, 2014 | - | $ | - | - | ||||||||
Granted in Q1 2014
|
40,000 | $ | 1.80 | 4.81 | ||||||||
Vested in Q1 2014
|
(30,000 | ) | $ | 1.80 | 4.81 | |||||||
Non-vested shares at June 30, 2014
|
10,000 | $ | 1.80 | 4.81 | ||||||||
Year Granted
|
Number Outstanding
|
Number Exercisable
|
Exercise Price
|
Expiration Date
|
|||||||||
2007
|
160,000 | 160,000 | $ | 1.25 |
March 31, 2017
|
||||||||
2008
|
150,000 | 150,000 | $ | 2.60 |
September 23, 2018
|
||||||||
2010
|
2,000 | 2,000 | $ | 0.51 |
June 30, 2015
|
||||||||
2011
|
4,000 | 4,000 | $ | 0.85 |
May 16, 2016
|
||||||||
2012
|
1,965,000 | 1,965,000 | $ | 1.70 |
December 31, 2014
|
||||||||
2012
|
2,000 | 2,000 | $ | 1.70 |
April 12, 2017
|
||||||||
2013
|
2,000 | 2,000 | $ | 1.38 |
January 14, 2018
|
||||||||
2014
|
40,000 | 30,000 | $ | 1.80 |
March 27, 2019
|
||||||||
Totals
|
2,325,000 | 2,315,000 | |||||||||||
Stock Options Outstanding
|
Exercisable
|
||||||||||||||||||||||
Range of Exercise Prices
|
Number of Shares
|
Weighted Average Exercise Price
|
Weighted Average Remaining Contractual Term (in years)
|
Number of Shares
|
Weighted Average Exercise Price
|
||||||||||||||||||
$ | 0.50 - $1.00 | 6,000 | $ | 0.74 | 1.61 | 6,000 | $ | 0.74 | |||||||||||||||
$ | 1.01 - $2.00 | 2,169,000 | 1.67 | 0.76 | 2,159,000 | 1.67 | |||||||||||||||||
$ | 2.00 - $3.00 | 150,000 | 2.60 | 4.29 | 150,000 | 2.60 | |||||||||||||||||
Totals
|
2,325,000 | $ | 1.73 | 1.18 | 2,315,000 | $ | 1.73 | ||||||||||||||||
June 30,
|
December 31,
|
|||||||
2014
|
2013
|
|||||||
(Unaudited)
|
||||||||
U.S. federal net operating loss carry forwards
|
$ | 5,012,000 | $ | 4,936,000 | ||||
U.S. state and city net operating loss carry forwards, net of U.S. federal tax benefit
|
1,432,000 | 1,410,000 | ||||||
6,444,000 | 6,346,000 | |||||||
Less: Valuation allowance
|
(6,444,000 | ) | (6,346,000 | ) | ||||
Total
|
$ | - | $ | - |
Year Ending June 30,
|
||||
2015
|
$ | 102,878 | ||
2016
|
51,438 | |||
Total
|
$ | 154,316 |
Revenue Recognition
.
The method of revenue recognition at LLC will be determined by management when and if it becomes likely that LLC will begin generating revenue.
|
|
Valuation Allowance for Deferred Tax Assets
.
The carrying value of deferred U.S. tax assets assumes that the Company will not be able to generate sufficient future taxable income to realize the deferred tax assets, based on management's estimates and assumptions.
|
i.
|
several immaterial changes to the DA, and
|
ii.
|
agreement by the parties on the final wording of the DA, and
|
iii.
|
the issuance of and receipt by LLC of the new land deed (“Krooki”) for the Omagine Site, and
|
iv.
|
the issuance to LLC by the Minister of a license designating the Omagine Project as an Integrated Tourism Project (“ITC”)..
|
i.
|
The Office of Royal Court Affairs (“RCA”), an organization representing the personal interests of His Majesty Sultan Qaboos bin Said, the ruler of Oman, and
|
ii.
|
Two subsidiaries of Consolidated Contractors International Company, SAL (“CCIC”). CCIC is a 60 year old Lebanese multi-national company headquartered in Athens, Greece having approximately five and one-half (5.5) billion dollars in annual revenue, one hundred twenty thousand (120,000) employees worldwide, and operating subsidiaries in among other places, every country in the MENA Region. The two CCIC subsidiaries which are LLC shareholders are:
|
1.
|
Consolidated Contracting Company S.A. (“CCC-Panama”), a wholly owned subsidiary of CCIC and is its investment arm, and
|
2.
|
Consolidated Contractors (Oman) Company LLC, CCIC’s operating subsidiary in Oman which is a construction company with approximately 13,000 employees.
|
i.
|
Omagine invested an additional 70,000 Omani Rials ($182,000) into LLC, and
|
ii.
|
CCIC (through its 2 subsidiaries) invested 22,500 Omani Rials ($58,500) into LLC, and
|
iii.
|
RCA
invested 37,500 Omani Rials ($97,500) into LLC.
|
Omagine LLC
|
||||||||||||||||
Shareholder
|
Percent Ownership
|
Investment (Omani Rials) |
Investment (US Dollars)
|
Cash Advance (Omani Rials)
|
||||||||||||
Omagine
|
60% | 90,000 | $ | 234,000 | 65,000 | |||||||||||
RCA
|
25% | 37,500 | $ | 97,500 | 0 | |||||||||||
CCC-Panama
|
10% | 15,000 | $ | 39,000 | 0 | |||||||||||
CCC-Oman
|
5% | 7,500 | $ | 19,500 | 0 | |||||||||||
Total Capital
|
100% | 150,000 | $ | 390,000 | 65,000 |
i.
|
Omagine’s Deferred Investment is contingent upon the Development Agreement being signed, and
|
ii.
|
CCIC’s two subsidiaries’ Deferred Investments are contingent upon the appointment of CCC-Oman by LLC as the general contractor for the Omagine Project and the occurrence of the Financing Agreement Date.
|
iii.
|
RCA’s Deferred Investment is contingent upon the occurrence of the Financing Agreement Date.
|
i.
|
Omagine will invest an additional 145,000 Omani Rials ($377,000) plus its Cash Advance of 65,000 Omani Rials ($169,000) for a total Deferred Investment by Omagine of 210,000 Omani Rials ($546,000).
|
ii.
|
CCIC (through its 2 subsidiaries) will invest an additional 18,987,500 Omani Rials ($49,367,500).
|
iii.
|
RCA
will invest an additional 7,640,625 Omani Rials ($19,865,625).
|
Omagine SAOC
|
|||||||||||||
Shareholder
|
Percent Ownership
|
Investment
(Omani Rials)
|
Investment
(US Dollars)
|
||||||||||
Omagine
|
60% | 300,000 | $ | 780,000 | |||||||||
RCA
|
25% | 7,678,125 | $ | 19,963,125 |
+
PIK
*
|
||||||||
CCC-Panama
|
10% | 12,673,333 | $ | 32,950,666 | |||||||||
CCC-Oman
|
5% | 6,336,667 | $ | 16,475,334 | |||||||||
Total Capital:
|
100% | 26,988,125 | $ | 70,169,125 |
+
PIK
*
|
|
*
|
The capital of LLC will likely be increased further at a later date when and if the non-cash valuation of the PIK is recorded as a capital investment into LLC.
|
(i)
|
the Pre-Development Expense Amount and,
|
|
(ii)
|
the $10 million Success Fee.
|
(a)
|
LLC intends to appoint BNP Paribas CIB as the financial advisor to LLC and to arrange the financing for the Omagine Project, including evaluating various funding, capital and debt structures available to LLC; and
|
|
(b)
|
LLC intends to appoint BNP Paribas Real Estate for real estate advisory services to LLC and to assist LLC by, among other things, providing a full financial feasibility assessment and a market feasibility study for the Omagine Project. This study will be utilized by BNP Paribas CIB in arranging the project financing.
|
i.
|
sales of Common Shares for aggregate proceeds of $952,100,
|
ii.
|
re-payment of $175,000 representing the entire remaining principal balance of the 2013 YA Loan,
|
iii.
|
proceeds of $500,000 from the 2014 YA Loan,
|
iv.
|
payment of a $39,000 commitment fee with respect to the 2014 YA Loan, and
|
v.
|
payment of $50,000 of the principal balance of the 2014 YA Loan.
|
i.
|
6,422,124 Warrants, 3,211,062 of which are exercisable for the purchase of one Common Share at a per Common Share exercise price of $5.00 and
3,211,062 of which are exercisable for the purchase of one Common Share at a per Common Share exercise price of $10.00 (collectively, the “Strategic Warrants”), and
|
ii.
|
1,000,000 Warrants which are exercisable for the purchase of one restricted Common Share at a per Common Share exercise price equal to the greater of (a) $1.00 per Common Share, or (b) eighty percent (80%) of the closing sale price for a Common Share on the trading day immediately preceding the relevant exercise date (the “Tempest Warrants”).
|
Exhibit
|
||
Numbers
|
Description
|
|
2
|
Certificate of Ownership and Merger (3)
|
|
3(i)
|
Restated Certificate of Incorporation of Omagine dated June 2, 2010 (1)
|
|
3(ii)
|
By-laws of Omagine (2)
|
|
4.1
|
Form of Subscription and Warrant Agent Agreement, dated January 31, 2012 between Omagine and Continental Stock Transfer & Trust Company (9)
|
|
4.2
|
Specimen of $5 Warrant Certificate (9)
|
|
4.3
|
Specimen of $10 Warrant Certificate (9)
|
|
10.1
|
The CCIC and CCC Agreement (3)
|
|
10.2
|
The May 4, 2011 Standby Equity Distribution Agreement (“SEDA”) (6)
|
|
10.3
|
The Shareholder Agreement dated as of April 20, 2011 (7)
|
|
10.4
|
The Hamdan Amendment Agreement (16)
|
|
0.5
|
Amendment Agreement to the SEDA, dated June 21, 2011 (8)
|
|
10.6
|
Convertible Promissory Note payable to Frank J. Drohan (12)
|
|
10.7
|
Convertible Promissory Note payable to Charles P. Kuczynski (12)
|
|
10.8
|
Convertible Promissory Note No. 1 payable to Louis Lombardo (12)
|
|
10.9
|
Convertible Promissory Note No. 2 payable to Louis Lombardo (12)
|
|
10.10
|
Lease Extension Agreement expiring December 31, 2015 between Omagine and the Empire State Building LLC (13)
|
|
10.11
|
Waiver Letter dated May 22, 2012 signed by Omagine and YA Master (10)
|
|
10.12
|
YA Note Purchase Agreement and Amended Schedule III thereto (14)
|
|
10.13
|
Standby Equity Distribution Agreement dated April 22, 2014 by and between Omagine, Inc. and YA Global Master SPV, Ltd. (the “2014 SEDA”) (15)
|
|
10.14
|
Note Purchase Agreement dated April 22, 2014 by and between Omagine and YA Global Master SPV, Ltd. (15)
|
|
10.15
|
Promissory Note in the principal amount of $500,000 dated April 22, 2014 and issued by Omagine in favor of YA Global Master SPV, Ltd. (15)
|
|
10.16
|
Closing Statement for the 2014 SEDA dated April 22, 2014 signed by Omagine and YA Global Master SPV, Ltd. (15)
|
|
10.17
|
Standby Equity Distribution Agreement dated December 22, 2008 by and between Omagine, Inc. and YA Global Investments, L.P. (the “2009 SEDA”) (17)
|
|
14
|
The Code of Ethics (3)
|
|
21
|
Subsidiaries of the Registrant (12)
|
|
99.1
|
The Omagine, Inc. 401(k) Adoption Agreement (4)
|
|
99.2
|
Amended Omagine, Inc. 2003 Stock Option Plan (5)
|
|
99.3
|
The Omagine, Inc. 2014 Stock Option Plan (16)
|
|
99.4
|
LLC letter to the Minister of Tourism dated December 15, 2013 ( 11)
|
|
EX-101.INS
|
XBRL INSTANCE DOCUMENT
|
|
EX-101.SCH
|
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
|
|
EX-101.CAL
|
XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
|
|
EX-101.DEF
|
XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
|
|
EX-101.LAB
|
XBRL TAXONOMY EXTENSION LABELS LINKBASE
|
|
EX-101.PRE
|
XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE
|
(1)
|
Previously filed with the SEC on July 20, 2010 as an exhibit to the Company’s Report on Form 10-Q for the period ended June 30, 2010 and incorporated herein by reference thereto.
|
(2)
|
Previously filed with the SEC on November 18, 2005 as an exhibit to the Company’s quarterly Report on Form 10-QSB for the period ended September 30, 2005 and incorporated herein by reference thereto.
|
(3)
|
Previously filed with the SEC on April 14, 2008 as an exhibit to the Company’s Report on Form 10-KSB for the fiscal year ended December 31, 2007 and incorporated herein by reference thereto.
|
(4)
|
Previously filed with the SEC on February 25, 2009 as an exhibit to the Company’s Report on Form 10-K for the fiscal year ended December 31, 2008 and incorporated herein by reference thereto.
|
(5)
|
|
(6)
|
Previously filed with the SEC on May 5, 2011 as an exhibit to the Company’s current Report on Form 8-K and incorporated herein by reference thereto.
|
(7)
|
Previously filed with the SEC on November 8, 2011 as an exhibit to the Company’s quarterly Report on Form 10-Q for the period ended September 30, 2011 and incorporated herein by reference thereto and a reference copy was filed as an exhibit to the Company’s current Report on Form 8-K filed with the SEC on May 31, 2011.
|
(8)
|
Previously filed with the SEC on June 21, 2011 as an exhibit to the Company’s current Report on Form 8-K and incorporated herein by reference thereto.
|
(9)
|
Previously filed with the SEC on February 7, 2012 as an exhibit to Omagine’s registration statement on Form S-1/A (Registration No. 333-179040) and incorporated herein by reference thereto.
|
(10)
|
Previously filed with the SEC on September 12, 2012 as an exhibit to Omagine's registration statement on Form S-1/A (Registration No. 333-175168) and incorporated herein by reference thereto.
|
(11)
|
Previously filed with the SEC on December 16, 2013 and included in the Company’s current Report on Form 8-K and incorporated herein by reference thereto
|
(12)
|
Previously filed with the SEC on January 22, 2013 as an exhibit to the Company’s Amendment Number 2 on Form 10-K/A amending (a) the Company’s Report on Form 10-K filed with the SEC on April 16, 2012 for the fiscal year ended December 31, 2011 (the “Original Filing”), and (b) Amendment No. 1 to the Original Filing filed on Form 10-K/A with the SEC on May 17, 2012, and incorporated herein by reference thereto.
|
(13)
|
Previously filed with the SEC on April 1, 2013 as an exhibit to the Company’s Report on Form 10-K for the fiscal year ended December 31, 2012 and incorporated herein by reference thereto.
|
(14)
|
YA Note Purchase Agreement previously filed with the SEC on August 5, 2013 as an exhibit to the Company's quarterly Report on Form 10-Q for the period ended June 30, 2013 and incorporated herein by reference thereto; Amended Schedule III to the YA Note Purchase Agreement previously filed with the SEC on November 19, 2013 as an exhibit to the Company's quarterly Report on Form 10-Q for the period ended September 30, 2013 and incorporated herein by reference thereto.
|
(15)
|
Previously filed with the SEC on April 28, 2014 as an exhibit to the Company's current Report on Form 8-K and incorporated herein by reference thereto.
|
(16)
|
Previously filed with the SEC on April 15, 2014 as an exhibit to the Company's Report on Form 10-K for the fiscal year ended December 31, 2013 and incorporated herein by reference thereto.
|
(17)
|
Previously filed with the SEC on December 31, 2008 as an exhibit to the Company's current Report on Form 8-K and incorporated herein by reference thereto.
|
(Registrant)
|
|||
Dated:
July 31, 2014
|
By:
|
/s/ Frank J. Drohan
|
|
FRANK J. DROHAN, Chairman
|
|||
of the Board of Directors, President and Chief Executive and Financial Officer
(Principal Executive Officer and
Principal Financial Officer)
|
|||
Dated:
July 31, 2014
|
By:
|
/s/ William Hanley
|
|
WILLIAM HANLEY
|
|||
Controller and Principal
|
|||
Accounting Officer
|
1.1
|
“
Business Day
” means any day other than a Saturday, Sunday, or a day on which banking institutions in the State of New York in the United States of America are authorized or obligated to be closed by law or by executive order.
|
1.2
|
“
Common Stock
” means the Corporation’s $.001 par value common stock.
|
1.3
|
“
Corporation
” means Omagine, Inc., a Delaware, USA corporation.
|
1.4
|
“
Exercise Date
” means any date on which the Holder exercises all or a portion of this Warrant.
|
1.5
|
“
Exercise Price
” means, per share of Common Stock, the greater of (a) the Floor Price, or (b) eighty percent (80%) of the of the Market Price on the Trading Day immediately preceding the relevant Exercise Date.
|
1.6
|
“
Expiration Date
” means June 23, 2016.
|
1.7
|
“
Floor Price
” means $1.00 per share of Common Stock.
|
1.8
|
“
Holder
” means Roger Tempest or any party to whom this Warrant is assigned in accordance with its terms.
|
1.9
|
“
1933 Act
” means the United States Securities Act of 1933, as amended.
|
1.10
|
“
Market Price
" means for any Trading Day, the closing sale price of the Common Stock on the Principal Market for such Trading Day, or if there are no sales of Common Stock on such Trading Day, then Market Price shall mean the average of the closing bid price and the closing ask price (as reported by Bloomberg L.P.) of the Common Stock on the Principal Market for such Trading Day, or if the Common Stock is not traded on a Principal Market, the highest reported bid price for the Common Stock for such Trading Day, as furnished by the National Association of Securities Dealers, Inc.
|
1.11
|
“
Principal Market
” means the NASDAQ Stock Market, the NYSE Euronext, the New York Stock Exchange, or the over-the-counter market whichever is at the relevant time the principal trading exchange or market for the Common Stock.
|
1.12
|
“
Subscription Agreement
” means that certain Subscription Agreement dated June 13, 2014 executed by the Holder and accepted by the Corporation and under which Holder, among other things, subscribed for this Warrant.
|
1.13
|
“
Trading Day
” means any day during which the Principal Market shall be open for business.
|
|
1.14
|
“
Warrant
” means this Warrant and any warrants delivered in substitution or exchange for this Warrant in accordance with the provisions of this Warrant.
|
2.1
|
Delivery of Certificates
. Within thirty (30) days after each exercise of the purchase rights represented by this Warrant, the Corporation shall deliver a certificate for the shares of Common Stock so purchased to the Holder and, unless this Warrant has been fully exercised or expired, a new Warrant representing the balance of the shares of Common Stock subject to this Warrant.
|
2.2
|
Effect of Exercise
. The person entitled to receive the shares of Common Stock issuable upon any exercise of the purchase rights represented by this Warrant, shall be treated for all purposes as the holder of such shares of record as of the close of business on the date of receipt by the Corporation of the aggregate Exercise Price relevant to such exercise.
|
2.2
|
Issue Taxes
. The Corporation shall pay all issue and other taxes that may be payable in respect of any issue or delivery of shares of Common Stock upon exercise of this Warrant.
|
7.
|
Transfer and Exchange.
|
|
7.1
|
Transfer
. Subject to Section 7.3 hereof the Holder may transfer all or part of this Warrant at any time on the books of the Corporation at its principal office upon surrender of this Warrant, properly endorsed. Upon such surrender, the Corporation shall issue and deliver to the transferee a new Warrant or Warrants representing the Warrants so transferred. Upon any partial transfer, the Corporation shall issue and deliver to the Holder a new Warrant or Warrants with respect to the Warrants not so transferred.
|
|
7.2
|
Exchange
. The Holder may exchange this Warrant at any time at the principal office of the Corporation for Warrants in such denominations as the Holder may designate in writing. No such exchanges will increase the total number of shares of Common Stock or other securities that are subject to this Warrant.
|
|
7.3
|
Securities Act of 1933
. By accepting this Warrant, the Holder agrees that this Warrant and the shares of the Common Stock issuable upon exercise of this Warrant may not be offered or sold except in compliance with the 1933 Act, and then only with the recipient’s agreement to comply with this Section 7 with respect to any resale or other disposition of such securities. The Corporation may make a notation on its records in order to implement such restriction on transferability. The Corporation and the Holder agree that all the terms and conditions of the Subscription Agreement are hereby incorporated herein by reference as if fully set forth herein.
|
OMAGINE, INC. | Attest: | |||
/s/
Charles P. Kuczynski
|
/s/
William Hanley
|
|||
Charles P. Kuczynski
|
William Hanley
|
|||
Vice-President & Secretary
|
Controller
|
Name of Assignee
|
Address |
No. of Shares
|
Dated:
|
|
(Signature
of Holder)
|
NAME OF HOLDER: | ||
Street Address: | ||
City: | ||
State: | ||
Zip/Postal Code: | ||
Country: |
COMPANY:
|
||
Omagine, Inc.
|
||
By:
/s/ Charles P. Kuczynski
|
||
Name: Charles P. Kuczynski
|
||
Title: Vice-President
|
||
INVESTOR:
|
||
YA Global Master SPV Ltd.
|
||
By: Yorkville Advisors Global, LP
|
||
Its: Investment Manager
|
||
By:
/s/ Mark Angelo
|
||
Name: Mark Angelo
|
||
Title: Managing Member
|
||
(1)
|
The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Omagine, Inc.
|