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): October 10, 2014
Omagine, Inc.
(Exact name of Registrant as specified in its charter)
| Delaware | 0-17264 | 20-2876380 |
| (State or other jurisdiction | (Commission | (IRS Employer |
| Of incorporation) | File Number) | Identification No.) |
350 Fifth Avenue, 48th Floor, New York, N.Y. 10118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 563-4141
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of Registrant under any of the following provisions:
[ ] Written communication pursuant to Rule 425 under the Securities Act;
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act;
[ ] Pre-commencement communication pursuant to rule 14d-2(b) under the Exchange Act;
[ ] Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act.
| 1 |
Item 1.01. Entry into Material Definitive Agreement
As previously reported, Omagine, Inc. (the "Company") entered into a Standby Equity Distribution Agreement (the "SEDA") with YA GLOBAL MASTER SPV LTD ("YA") on April 22, 2014.
On October 10, 2014, the Company and YA entered into an agreement amending the SEDA to delete Section 10.2(c) of the SEDA (the “SEDA Amendment”). A copy of the SEDA Amendment is attached hereto as Exhibit 10.1.
The foregoing description of the Amendment is qualified in its entirety by reference to the full text of the SEDA Amendment a copy of which is attached hereto as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(d) Exhibits
| Exhibit No. | Description | |
| Exhibit 10.1 | The SEDA Amendment, dated October 10, 2014 by and between Omagine, Inc. and YA GLOBAL MASTER SPV LTD. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Dated: October 10, 2014
| Omagine, Inc. | ||
| (Registrant) | ||
| By: | /s/ Frank J. Drohan | |
|
Frank J. Drohan,
Chairman of the Board, President and Chief Executive Officer |
||
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EXHIBIT 10.1
AMENDMENT AGREEMENT
This amendment agreement dated as of October 10, 2014 (the “Amendment Agreement”) is between YA GLOBAL MASTER SPV LTD., a Cayman Islands exempt limited partnership (the “Investor”), and OMAGINE, INC., a corporation organized and existing under the laws of the State of Delaware (the “Company”). Each of the Investor and the Company are sometimes referred to herein as a "Party" or collectively as the "Parties".
This Amendment Agreement is an amendment to that certain agreement between the Parties dated as of April 22, 2014 (the “2014 SEDA Agreement”). All capitalized terms in this Amendment Agreement shall, unless otherwise indicated herein, have the meanings assigned to them in the 2014 SEDA Agreement.
The Parties hereby agree as follows:
| 1) | Clause (ii) of Section 10.02(c) of the 2014 SEDA Agreement is hereby deleted. |
| 2) | All other terms and conditions of the 2014 SEDA Agreement remain in full force and effect. |
IN WITNESS WHEREOF, the Parties have executed this Amendment Agreement as of the date first above written.
| COMPANY: | |
| Omagine, Inc. | |
| By: /s/ Charles P. Kuczynski | |
| Name: Charles P. Kuczynski | |
| Title: Vice-President | |
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| INVESTOR: | |
| YA Global Master SPV Ltd. | |
| By: Yorkville Advisors, LLC | |
| Its: Investment Manager | |
| By: /s/ David Gonzalez | |
| Name: David Gonzalez | |
| Title: Managing Member & General Counsel |