OMNICOMM SYSTEMS, INC. (OTCMKTS:OMCM) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.

On March 15, 2017, OmniComm Systems, Inc. (the Company) announced
that its board of directors approved a reorganization of the
Companys executive management team designed to provide for the
orderly succession of management responsibilities. In connection
with the reorganization, the board of directors established two
new Company executive management positions: executive chairman
which position will function as both principal executive officer
of the Company and as executive chairman of the board of
directors, and executive vice chairman which position will
function as both an executive officer of the Company and as
executive vice chairman of the board of directors. Except as
otherwise noted, the following changes in the organization of the
Company are effective June 1, 2017.

Cornelis F. Wit is transitioning his position in the Company from
and as the Companys chief executive officer and director to and
has been named by the Companys board of directors as the Companys
executive chairman and executive chairman of the board of
directors. Mr. Wit has been the Companys chief executive officer
since June of 2002, served as the Companys interim chief
executive officer from June to July 2000, and has been a member
of the Companys board of directors since November 1999. Effective
June 1, 2017, Mr. Wits services and time considerations will be
modified and reduced and his annual salary will also be reduced
to $160,000. As executive chairman, Mr. Wit will continue to
report directly to the board of directors.

Stephen E. Johnson, the Companys current president and chief
operating officer, has been named by the Companys board of
directors to succeed Mr. Wit as chief executive officer. Mr.
Johnson will assume the role of CEO-designate immediately and
will transition to the role of chief executive officer, and
resign as chief operating officer, upon Mr. Wits resignation as
chief executive officer. Mr. Johnson will also continue to hold
his position as the Companys president. Mr. Johnson has served as
the Companys president since June 1, 2010, as the Companys chief
operating officer since April 2008, and as the Companys executive
vice president, national sales from September 2006 to April 2008.
As chief executive officer, Mr. Johnson will continue to report
directly to Mr. Wit.

Randall G. Smith is transitioning his position in the Company,
effective June 1, 2017, from and as the Companys chief technology
officer and chairman of the board of directors to and has been
named by the Companys board of directors as the Companys
executive vice chairman (executive officer of the Company) and
executive vice chairman of the board of directors. Mr. Smith has
served as the Companys chief technology officer and chairman of
the board of directors since May 1997, and as the Companys
president from May 1997 to August 2000. Effective June 1, 2017,
Mr. Smiths services will be modified commensurate to his new
position with the Company. As executive vice chairman, Mr. Smith
will continue to report directly to Mr. Wit.

John Fontenault, the Companys current senior vice president of
operations, has been named as the companys chief operating
officer and will transition to the role of chief operating
officer upon Mr. Johnsons resignation as chief operating officer
on June 1, 2017. Mr. Fontenault will continue to report directly
to Mr. Johnson. Mr. Fontenault has served as our senior vice
president of operations since October 2013. Mr. Fontenault
previously served as VP of Operations with ER Squared, providing
strategic eClinical business process and technology consulting;
prior to that Mr. Fontenault was Executive Director and Global
Head of Clinical Data Management and Technology at Kendle
International, a large multi-national CRO. Mr. Fontenault also
spent 17 years as a Clinical Systems leader at both Bayer
Healthcare and Purdue Pharma. Mr. Fontenault received his B.S. in
Management Information Systems from the University of Rhode
Island.

Keith Howells, the Companys current senior vice president of
development, has been named as chief technology officer and will
transition to the role of chief technology officer upon Mr.
Smiths resignation as chief technology officer on June 1, 2017.
Mr. Howells will report directly to Mr. Johnson. Mr. Howells has
served as our head of product development, initially for
TrialMaster and the eClinical Suite and subsequently for TrialOne
as well, since January 2011. Prior to joining the Company, Mr.
Howells was Senior Vice President of Development for Medidata
Solutions from 2005 to 2010. From 1986 to 2005, Mr. Howells
served in various positions at Oracle Corporation, including Vice
President of Development for Oracles Life Sciences Applications
from 2000 to 2005. Mr. Howells received a Bachelors degree in
physics from Oxford University, England.

The biographies for Mr. Wit, Mr. Johnson and Mr. Smith appear in
the Companys proxy statement for the 2016 Annual Meeting of
Stockholders filed with the SEC on April 29, 2016, under the
caption Management and Election of Directors, and are
incorporated by reference herein.

There are no family relationships between any of the directors
and executive officers of the Company.

No new compensatory or severance arrangements were entered into
in connection with these leadership changes except as otherwise
described herein. Mr. Wit, Mr. Johnson and Mr. Smith each have an
existing employment agreement with the Company. The current
compensation of Mr. Wit for service as chief executive officer,
Mr. Johnson for services as president and chief operating
officer, and Mr. Smith for service as chief technology officer,
is described in the Companys proxy statement for the 2016 Annual
Meeting of Stockholders filed with the Securities and Exchange
Commission (SEC) on April 29, 2016, under the caption Executive
Compensation.

The transactions in which Mr. Wit, Mr. Johnson and Mr. Smith have
an interest requiring disclosure under Item 404(a) of Regulation
S-K are described in the Companys proxy statement for the 2016
Annual Meeting of Stockholders filed with the SEC on April 29,
2016, under the caption Certain Relationships and Related Party
Transactions and are incorporated by reference herein.

A copy of the Companys press release announcing these management
changes is furnished herewith as Exhibit 99.1. The press release
shall not be deemed filed for the purposes of Section 18 of the
Securities Exchange Act of 1934, and is not incorporated by
reference into any filing of the registrant, whether made before
or after the date hereof, regardless of any general incorporation
language in such filing.

Employment Agreement with Thomas E. Vickers

On March 14, 2017, the Company entered into an employment
agreement with Thomas E. Vickers, the Companys Chief Financial
Officer (principal financial officer of the Company), to continue
to serve as the Companys Chief Financial Officer. Mr. Vickers has
heretofore served the Company without written agreement. The
employment agreement is for an initial term of three (3) years
commencing on March 14, 2017, and will automatically renew for
successive one (1) year terms unless the employment agreement is
expressly cancelled by either Mr. Vickers or the Company sixty
(60) days prior to the end of the then current term. Under the
terms of the employment agreement, Mr. Vickers receives an annual
salary of $272,000, which may be increased from time to time with
the approval of the board of directors. In addition, Mr. Vickers
is eligible to receive an annual bonus, and is entitled to
participate in the Companys employee benefit plans and programs
applicable to employees and executives. The employment agreement
contains certain rights of Mr. Vickers and the Company to
terminate Mr. Vickers employment, including a termination by the
Company for Cause as defined in the employment agreement, and
termination by Mr. Vickers for Good Reason as defined in the
employment agreement.

Mr. Vickers is also entitled to severance pay equal to twelve
(12) months of Mr. Vickers current base salary and benefits in
the event of his termination by the Company or non-renewal of
contract by the Company for any reason other than Cause, or
termination by Mr. Vickers for Good Reason, or upon termination
of Executives employment to Disability as defined in the
employment agreement. The employment agreement contains
non-disclosure provisions as well as a one (1) year non-compete
following the termination of the agreement.

The foregoing summary of the terms and conditions of the
employment agreement with Mr. Vickers is not complete and is
qualified in its entirety by reference to the full text of the
employment agreement, which is filed herewith as Exhibit 10.1 and
incorporated herein by reference.

Amendment No. 1 to Employment Agreement with Randall G. Smith

On March 14, 2017, the Company and Randall G. Smith, the Companys
chief technology officer and chairman of the board of directors,
entered into an amendment to the employment agreement with Mr.
Smith to increase the amount of severance pay in the event of his
termination as described in the employment agreement from an
amount equal to six (6) months salary and benefits to an amount
equal to twelve (12) months salary and benefits.

The foregoing summary of the terms and conditions of the
amendment to the employment agreement with Mr. Smith is not
complete and is qualified in its entirety by reference to the
full text of the amendment to employment agreement, which is
filed herewith as Exhibit 10.2 and incorporated herein by
reference.

Note about forward-looking statements.Certain
statements in this report, other than purely historical
information, including estimates, projections, statements
relating to our business plans, objectives and expected operating
results, and the assumptions upon which those statements are
based, are forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, Section27A of
the Securities Act of 1933 and Section21E of the Securities
Exchange Act of 1934. These forward-looking statements generally
are identified by the words believe, project, expect, anticipate,
estimate, intend, strategy, future, opportunity, plan, may,
should, will, would, will be, will continue, will likely result,
and similar expressions. Forward-looking statements are based on
current expectations and assumptions that are subject to risks
and uncertainties which may cause actual results to differ
materially from the forward-looking statements. A detailed
discussion of risks and uncertainties that could cause actual
results and events to differ materially from such forward-looking
statements is included in the section titled Risk Factors of our
Forms 10-K and 10-Q. We undertake no obligation to update or
revise publicly any forward-looking statements, whether as a
result of new information, future events, or otherwise.

10.1Employment Agreement between OmniComm Systems, Inc. and
Thomas E. Vickers dated March 14, 2017.

10.2Amendment No. 1 to Executive Employment Agreement between
OmniComm Systems, Inc. and Randall G. Smith dated March 14, 2017.

99.1Press release dated March 15, 2017.

About OMNICOMM SYSTEMS, INC. (OTCMKTS:OMCM)

OmniComm Systems, Inc. is engaged in providing Web-based electronic data capture (EDC) and eClinical (eClinical) software and services that manage the clinical research process. The Company’s EDC and eClinical software and service offerings (eClinical Products or eClinical Solutions) consist of TrialMaster, TrialOne, Promasys, and eClinical Suite. Its eClinical Products allows clinical trial sponsors and investigative sites to collect, validate, transmit and analyze clinical study data. Its eClinical Products are designed to offer clinical trial sponsors the ability to conduct clinical trials under multiple platforms. It also provides business process consulting services that focus on integrating EDC, and an array of eClinical Solutions and processes into the clinical trial process. The Company operates through the delivery of EDC Software and services to clinical trial sponsors segment. Its services include hosting solutions, consulting services, customer support and training.

OMNICOMM SYSTEMS, INC. (OTCMKTS:OMCM) Recent Trading Information

OMNICOMM SYSTEMS, INC. (OTCMKTS:OMCM) closed its last trading session down -0.009 at 0.190 with 500 shares trading hands.