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Brownie’s Marine Group, Inc. – ‘8-K’ for 2/8/24

On: Tuesday, 2/13/24, at 3:27pm ET · For: 2/8/24 · Accession #: 1493152-24-6052 · File #: 333-99393

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 2/13/24  Brownie’s Marine Group, Inc.      8-K:1,2,9   2/08/24   11:285K                                   M2 Compliance LLC/FA

Current Report — Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     40K 
 2: EX-4.1      Instrument Defining the Rights of Security Holders  HTML     34K 
 6: R1          Cover                                               HTML     42K 
 8: XML         IDEA XML File -- Filing Summary                      XML     12K 
11: XML         XBRL Instance -- form8-k_htm                         XML     15K 
 7: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- bwmg-20240208_lab                     XML     96K 
 5: EX-101.PRE  XBRL Presentations -- bwmg-20240208_pre              XML     64K 
 3: EX-101.SCH  XBRL Schema -- bwmg-20240208                         XSD     12K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    35K 
10: ZIP         XBRL Zipped Folder -- 0001493152-24-006052-xbrl      Zip     46K

‘8-K’ — Current Report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM i 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) i February 8, 2024

i BROWNIE’S MARINE GROUP, INC.

(Exact name of registrant as specified in its charter)

i Florida

i 333-99393

i 90-0226181

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS. Employer

Identification No.)

i 3001 NW 25^th Avenue, i Suite 1, i Pompano Beach, i Florida		i 33069
(Address of principal executive offices)		(Zip Code)

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

Not applicable

(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:

i ☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

i ☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

i ☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

i ☐	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		N/A		N/A

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

i ☐

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 1.01

Entry into a Material Definitive Agreement.

On February 8, 2024, Brownies Marine Group, Inc. (the “Company”), issued a promissory note (the “Note”) to Charles Hyatt, a director of the Company (the “Lender”) in the principal amount of $280,000. The Note bears interest is payable in monthly installments at the rate of 9.9%per annum and matures on August 7, 2024.

The proceeds of the Note will primarily be used for general working capital purposes.

Events of default on the Note include insolvency and failure to pay principal or interest when due and upon the occurrence of an event of default as described in the Note, the outstanding interest and principal will become immediately due and payable. The default interest rate on the Note is 18%. The Note can be repaid at any time without penalty or premium.

The foregoing description of the Note is not intended to be exhaustive and is qualified in its entirety by reference to the complete text of the Note, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
4.1		Promissory Note, dated February 8, 2024, issued to Charles Hyatt
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: February 13, 2024	By:	/s/ Robert Carmichael
	Robert Carmichael, Chief Executive Officer

Dates Referenced Herein and Documents Incorporated by Reference

This ‘8-K’ Filing	Date	Other Filings

	8/7/24	None on these Dates
Filed on:	2/13/24
For Period end:	2/8/24
		List all Filings

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Filing Submission 0001493152-24-006052 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)