Attached files
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 May 4, 2011
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Omagine, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-17264 20-2876380
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number)
350 Fifth Avenue, Suite 1103, New York, N.Y. 10118
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212)563-4141
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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.
Item 1.01. Entry into Material Definitive Agreement
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On May 4, 2011, Omagine, Inc. (the "Company") signed a two year
Standby Equity Distribution Agreement (the "SEDA Agreement")
with YA GLOBAL MASTER SPV LTD. ("YA"). Pursuant to the SEDA
Agreement, the Company may, at its sole option and upon giving
written notice to YA (an "Advance Notice"), periodically sell to
YA shares of its $0.001 par value common stock ("Common Stock").
For each share of Common Stock purchased pursuant to the SEDA
Agreement, YA will pay to the Company ninety-five percent (95%)
of the lowest daily volume weighted average price of the
Company's Common Stock as quoted by Bloomberg, LP, during the
five (5) consecutive trading days after the date the Company
provides an Advance Notice to YA (the "Purchase Price").
The Company is not obligated to sell any shares of Common Stock
to YA but may, in the Company's sole discretion, sell that
number of shares of Common Stock valued at the Purchase Price
from time to time in effect that equals five million dollars
($5,000,000) in the aggregate. YA is obligated to purchase such
shares from the Company subject to certain conditions precedent
including (i) Omagine, Inc. filing a registration statement with
the United States Securities and Exchange Commission ("SEC") to
register the shares of Common Stock sold to YA ("Registration
Statement"), (ii) the SEC declaring such Registration Statement
effective, (iii) periodic sales to YA must be separated by a
time period equal to five trading days, and (iv) the amount of
any individual sale to YA may not exceed the greater of (i)
$200,000 or (ii) the average of the "Daily Value Traded" for
each of the 5 trading Days prior to the date of an Advance
Notice (where Daily Value Traded is the product obtained by
multiplying the daily trading volume of the Common Stock for
such day by the closing bid price for a share of Common Stock on
such day).
Pursuant to the terms of the SEDA Agreement, the Company also
agreed to issue to YA 176,471 shares of its Common Stock (the
"Commitment Shares") and to include such Commitment Shares in
the Registration Statement.
The foregoing summary of the terms of the SEDA Agreement does
not purport to be complete and is qualified in its entirety by
reference to the full text of the SEDA Agreement, a copy of
which is attached hereto as Exhibit 10.1 and incorporated herein
by reference.
Item 3.02 Unregistered Sales of Equity Securities
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In connection with the SEDA, the Company will issue one hundred
seventy six thousand four hundred seventy-one (176,471) shares
of Common Stock to YA as promptly as possible after the date
hereof.
Item 9.01 Financial Statements and Exhibits
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(a) Not applicable
(b) Not applicable
(c) Exhibit No. Description:
Exhibit Description
Exhibit 10.1 Standby Equity Distribution Agreement, dated
May 4, 2011 by and between Omagine, Inc. and YA
GLOBAL MASTER SPV LTD.
SIGNATURES
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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.
Dated: May 5, 2011
Omagine, Inc.
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(Registrant)
BY: /s/ Frank J. Drohan
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Frank J. Drohan,
Chairman of the Board,
President and Chief
Executive Officer
