Attached files

file filename
EX-10.2 - PROMISSORY NOTE IN THE PRINCIPAL AMOUNT OF $400,000 DATED JUNE 22, 2016 AND ISSUED BY OMAGINE, INC. IN FAVOR OF YA II PN, LTD. - Omagine, Inc.f8k062216ex10ii_omagine.htm
EX-10.3 - CLOSING STATEMENT DATED JUNE 22, 2016 SIGNED BY OMAGINE, INC. AND YA II PN, LTD. - Omagine, Inc.f8k062216ex10iii_omagine.htm
EX-10.1 - NOTE PURCHASE AGREEMENT DATED JUNE 22, 2016 BY AND BETWEEN OMAGINE, INC. AND YA II PN, LTD. - Omagine, Inc.f8k062216ex10i_omagine.htm

 

 

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:  June 22, 2016

 

Omagine, Inc.

(Exact name of Registrant as specified in its charter)

 

Delaware   0-17264   20-2876380

(State or other jurisdiction

Of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

136 Madison Avenue, 5th Floor, New York, NY   10016
(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.

 

 

 

 

 

 

Item 1.01.  Entry into Material Definitive Agreement

 

The YA Loan Agreements

 

As previously reported, Omagine, Inc. (the "Company") and an investment fund, YA II PN, Ltd. (p/k/a YA Global Master SPV, Ltd.) (“YA”), entered into loan agreements dated July 26, 2013 (the “2013 YA Loan Agreement”), April 22, 2014 (the “2014 Loan Agreement”) and May 20, 2015 (the “2015 Loan Agreement”) all satisfied in full, and March 15, 2016 (the “March 2016 YA Loan Agreement”). YA is also a party to Standby Equity Distribution Agreements with the Company, one executed on May 4, 2011 (the “2011 SEDA”) since terminated and a second SEDA executed on April 22, 2014 (the “2014 SEDA”).

 

On June 22, 2016, the Company and YA entered into another loan agreement (the “June 2016 YA Loan Agreement”).

 

Pursuant to the June 2016 YA Loan Agreement, the Company borrowed four hundred thousand dollars ($400,000) from YA (the “June 2016 YA Loan”) for a term of one year at an annual interest rate of 10%. Pursuant to the June 2016 YA Loan Agreement the Company agreed to pay a $40,000 commitment fee with respect to the June 2016 YA Loan to YA Global II SPV LLC, an affiliate of YA (the “Affiliate”). At the closing on June 22, 2016 of the June 2016 YA Loan, the commitment fee for the June 2016 YA Loan were deducted from the $400,000 principal balance of the June 2016 YA Loan and paid to the Affiliate. The $360,000 proceeds of the June 2016 YA Loan was received by the Company on June 22, 2016.

 

The foregoing summary of the terms of the June 2016 YA Loan does not purport to be complete and is qualified in its entirety by reference to the full text of the YA Note Purchase Agreement, the YA Note and the YA Closing Statement attached hereto as Exhibits 10.1; 10.2; and 10.3 respectively.

 

Item 9.01 Financial Statements and Exhibits

 

(a) Not applicable

 

(b) Not applicable

 

(c) Exhibit Numbers and Description:

 

Exhibit No.   Description
Exhibit 10.1   Note Purchase Agreement dated June 22, 2016 by and between Omagine, Inc. and YA II PN, Ltd. (p/k/a YA Global Master SPV, Ltd.)
     
Exhibit 10.2   Promissory Note in the principal amount of $400,000 dated June 22, 2016 and issued by Omagine, Inc. in favor of YA II PN, Ltd.
     
Exhibit 10.3   Closing Statement dated June 22, 2016 signed by Omagine, Inc. and YA II PN, Ltd.

 

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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.

 

Dated:   June 23, 2016

 

  Omagine, Inc.
  (Registrant)
   
  By: /s/ Frank J. Drohan
    Frank J. Drohan,
    Chairman of the Board,
   

President and Chief Executive Officer

 

 

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