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: February 2, 2017

Omagine, Inc.

(Exact name of Registrant as specified in its charter)

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.

Item 3.02 Unregistered Sales of Securities

On February 2, 2017, the Company’s three independent directors, Alan M. Matus (“Matus”), Jack A. Smith (“Smith”) and Louis J. Lombardo (“Lombardo”) and the Company’s Vice President, Charles P. Kuczynski (“Kuczynski”) purchased from the Company the aggregate of 330,190 restricted shares of the Company’s common stock (the “Restricted Shares”) at a price of $0.53 per share. Each of Matus, Smith and Lombardo purchased 94,340 Restricted Shares and Kuczynski purchased 47,170 Restricted Shares.

The per share sale price to Matus, Smith, Lombardo and Kuczynski of the Restricted Shares was equal to the closing sale price of the Common Stock on February 1, 2017 less the Finnerty discount for restricted stock of 18% and the aggregate proceeds to the Company was $175,000. Each of the director’s $50,000 purchase price for their 94,340 Restricted Shares was paid to the Company by the $50,000 reduction in the indebtedness owed by the Company to Matus, Smith and Lombardo and the $25,000 purchase price by Kuczynski for the 47,170 Restricted Shares was paid to the Company by the $25,000 reduction in the indebtedness owed by the Company to Kuczynski.

The securities above were offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2) of the Securities Act since, among other things, the transactions did not involve a public offering.

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: February 6, 2017