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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported) September 17, 2021

 

 

 

Brownie’s Marine Group, Inc.
(Exact name of registrant as specified in its charter)

 

Florida   333-99393   90-0226181
(State or other jurisdiction of
incorporation or organization) 		 

(Commission

File Number)

  (I.R.S. Employer
Identification No.)

 

3001 NW 25 Avenue, Suite 1, Pompano Beach, FL 33069

(Address of principal executive offices)(Zip Code)

 

Registrant’s telephone number, including area code: (954) 462-5570

 

_______________________________________
(Former name or former address, if changed since last report)

 

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):

 

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
none   not applicable   not applicable

 

Indicate by check mark whether the registrant is an emerging growth company as defined in in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐  

 

If an emerging growth company, indicate by checkmark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 
 

 

Item 3.02 Unregistered Sales of Equity Securities.

 

On September 17, 2021 Brownie’s Marine Group, Inc., a Florida corporation (the “Company”) completed a private placement of an aggregate of 14,600,000 Units to five purchasers at a purchase price of $0.025 per Unit for gross proceeds of $365,000, with each Unit consisting of one restricted share of the Company’s common stock and one two year common stock purchase warrant (the Warrant”) to purchase one restricted share of common stock at an exercise price of $0.025 per share. The Units were offered and sold pursuant to the terms of a Subscription Agreement (the “Subscription Agreement”) in private transactions exempt from registration under the Securities Act of 1933, as amended, in reliance on exemptions provided by Section 4(a)(2) of that act. The purchasers were accredited or otherwise qualified investors and included Mr. Charles F. Hyatt, a member of the Company’s Board of Directors and an affiliate of Mr. Hyatt, who purchased an aggregate of 10,600,000 Units. The Company did not pay any commissions or finder’s fees and is using the proceeds for working capital.

 

The foregoing descriptions of the Subscription Agreement and Warrant are not complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

        Incorporated by Reference  

Filed or

Furnished

Herewith

No.   Exhibit Description   Form   Date Filed   Number  
                     
10.1   Form of Unit Subscription Agreement September 2021               Filed
10.2   Form of Warrant September 2021               Filed
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)                

 

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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.

 

  Brownie’s Marine Group, Inc.
     
Date: October 5, 2021 By:  /s/ Christopher H. Constable
    Christopher H. Constable, Chief Executive Officer

 

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