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EX-99 - EXHIBIT 99.2 - OMNICOMM SYSTEMS INC | ex99-2.htm |
EX-99 - EXHIBIT 99.1 - OMNICOMM SYSTEMS INC | ex99-1.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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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 22, 2014 (November 11, 2013)
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OMNICOMM SYSTEMS, INC.
(Exact Name of Registrant as Specified in its Charter)
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Delaware
(State or Other Jurisdiction of Incorporation)
000-25203 |
11-3349762 |
(Commission File Number) |
(IRS Employer Identification No.) |
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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
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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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Explanatory Note
This Current Report on Form 8-K/A is being filed to amend the Current Report on Form 8-K (the “Initial 8-K”) filed on August 14, 2014 by OmniComm Systems, Inc. (the “Company”) to include financial information referred to in Item 9.01(a) and (b) below relating to the Company’s acquisition of Promasys B.V., a Netherlands company ("Promasys"). The Company hereby amends Item 9.01 of the Initial 8-K to include financial information and pro forma financial information required by Item 9.01(a) and Item 9.01(b) of Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired.
The historical unaudited financial statements of Promasys B.V. at September 30, 2013 and for the nine months ended September 30, 2013 and 2012 is attached as Exhibit 99.1 to this Current Report on Form 8-K/A.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated combined financial information of the Company at September 30, 2013 and for the nine months ended September 30, 2013 and the year ended December 31, 2012 reflecting the acquisition of Promasys B.V. is attached as Exhibit 99.2 to this Current Report on Form 8-K/A.
(d) Exhibits.
Exhibit Number | Description |
99.1 |
Unaudited Financial Statements of Promasys B.V. at September 30, 2013 and for the nine months ended September 30, 2013 and 2012. |
99.2 |
Unaudited Pro Forma Condensed Consolidated Combined Financial Information at September 30, 2013 and for the nine months ended September 30, 2013 and the year ended December 31, 2012. |
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.
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OmniComm Systems, Inc. |
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Date: October 22, 2014 |
By: |
/s/ Thomas E. Vickers |
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Thomas E. Vickers |
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Chief Accounting and Financial Officer |
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