OMNICOMM SYSTEMS INC

On June 13, 2019, the Company entered into restricted stock award agreements (“RSAs”) with each member of the Board of Directors. Under the terms of the RSAs, each Director was awarded 200,000 performance related restricted shares of the Company's common stock subject to forfeiture restrictions based on certain milestones having been met for the year ended December 31, 2019 as follows: 75,000 performance related shares shall be forfeited if the Company's 2019 revenue does not equal or exceed $32.5 million and the Company’s 2019 Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") does not equal or exceed $6.5 million. The restrictions on the awarded performance shares will lapse on the day prior to the 2020 Annual Stockholder Meeting provided the individual remains a Director of the Company. The restricted shares granted under the RSAs were valued as of the grant date at $0.25 per share.

On July 15, 2019, the Company entered into an Agreement and Plan of Merger with Anju Software, Inc., a Delaware Corporation (“Anju”). On July 16, 2019, stockholders of the Company representing at least a majority of the outstanding voting power of the Company’s capital stock (voting together as one class) provided their written consent approving and adopting the Merger Agreement, the Merger, and the other transactions contemplated thereby, which was delivered to Anju.  More detailed information can be found in the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on July 16, 2019.

Overall, total operating expenses increased approximately 3% for the six months ended June 30, 2019 compared to the six months ended June 30, 2018. The increase in operating expenses is primarily the result of increases in salaries and related expenses, legal and professional fees and depreciation expenses partially offset by decreases in impairment, bad debt and travel expenses.

During the next twelve months we expect promissory notes in the aggregate amount of $320,000 to mature. As of June 30, 2019 our Line of Credit had a balance of $1,900,000. The Line of Credit has a maturity date of April 7, 2020.

On June 30, 2019, the Company and Mr. Wit extended the maturity date of $5,770,000 convertible debentures and extended the expiration date of the warrants to purchase an aggregate amount of 11,540,000 shares of common stock for an exercise price of $0.60 per share, originally issued in connection with the convertible debentures, to April 1, 2023.