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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 9/12/22 Brownie’s Marine Group, Inc. 8-K:1,3,9 9/06/22 12:476K M2 Compliance LLC/FA |
Document/Exhibit Description Pages Size 1: 8-K Current Report HTML 44K 2: EX-10.1 Material Contract HTML 167K 3: EX-10.2 Material Contract HTML 61K 7: R1 Cover HTML 42K 10: XML IDEA XML File -- Filing Summary XML 12K 8: XML XBRL Instance -- form8-k_htm XML 14K 9: EXCEL IDEA Workbook of Financial Reports XLSX 8K 5: EX-101.LAB XBRL Labels -- bwmg-20220906_lab XML 96K 6: EX-101.PRE XBRL Presentations -- bwmg-20220906_pre XML 64K 4: EX-101.SCH XBRL Schema -- bwmg-20220906 XSD 13K 11: JSON XBRL Instance as JSON Data -- MetaLinks 25± 34K 12: ZIP XBRL Zipped Folder -- 0001493152-22-025626-xbrl Zip 57K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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 September 6, 2022
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) |
(I.R.S. Employer Identification No.) |
| i 33069 | ||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: i (954) i 462-5570
(Former name or former address, if changed since last report.)
N/A
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):
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 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).
If an emerging growth company, indicate by check mark 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. ☐
C:
Item 1.01 Entry into a Material Definitive Agreement.
On September 6, 2021 and September 7, 2021, Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), sold 208,333 units and 8,333.333 units, respectively, for a purchase price of $0.024 per unit in private offerings pursuant to subscription agreements (“Subscription Agreements”) to certain “accredited investors,” as defined in Regulation D under the Securities Act of 1933, as amended (the “Securities Act”). Each unit consisted of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) and a two-year warrant (the “Warrant”) to purchase one share of Common Stock at an exercise price of $0.024 per share (the “Warrant Shares”) for aggregate gross proceeds to the Company of $205,000.
The Company intends to utilize the net proceeds from the sales of the units for working capital and general corporate purposes.
The Warrants are exercisable for cash only. The number of Warrant Shares to be issued upon exercise of the Warrants is subject to adjustment for subdivision or consolidation of shares and certain other corporate events.
The foregoing descriptions of the Subscription Agreement and the 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 3.02 Unregistered Sale of Equity Securities.
Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
The issuances of the units, Common Stock and Warrants were, and, upon exercise of the Warrants, the issuances of the Warrants Shares will be, exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under of the Securities Act, as transactions by an issuer not involving any public offering.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Subscription Agreement | |
| 10.2 | Form of Warrant | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
C:
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: September 12, 2022 | By: | /s/ Christopher Constable |
| Name: | Christopher Constable | |
| Title: | Chief Executive Officer | |
C:
C:
| This ‘8-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 9/12/22 | None on these Dates | ||
| For Period end: | 9/6/22 | |||
| 9/7/21 | ||||
| 9/6/21 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/30/23 Brownie’s Marine Group, Inc. 10-K 12/31/22 95:11M M2 Compliance LLC/FA |