Current Report Filing (8-k)
August 09 2017 - 4:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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)
|
August
7, 2017
|
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)
|
|
(Commission
File
Number)
|
|
(IRS.
Employer
Identification
No.)
|
3001
NW 25
th
Avenue, Suite 1, Pompano Beach, Florida
|
|
33069
|
(Address
of principal executive offices)
|
|
(Zip
Code)
|
(Registrant’s
telephone number, including area code)
|
|
(954)
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:
[ ]
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
|
|
[ ]
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
|
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[ ]
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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))
|
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. [ ]
On
August 7, 2017 Brownie’s Marine Group, Inc. entered into an Exclusive Distribution Agreement with Lenhardt & Wagner
GmbH (“
L&W
”), a German-based company engaged in the development, manufacturing and sales of high pressure
air and industrial gas compressor packages. Under the terms of the Exclusive Distribution Agreement, we were appointed the exclusive
distributor of L&W’s complete product line in North America and South America, including the Caribbean (the “
Territory
”).
Pursuant to an intercompany assignment, Brownie’s High Pressure Compressor Services, Inc., our newly-formed wholly-owned
subsidiary (“
BHP
”), is party to the agreement. Through BHP we expect to conduct business and build the brand
name “L&W Americas/LWA”, establishing sales, distribution and service centers for high pressure air and industrial
gas systems in the dive, fire, CNG, military, scientific, recreational and aerospace industries. Our goal will be to build a network
of jobbers, dealers, installers and high-pressure compressor distributors throughout the Territory by leveraging our know-how,
brand awareness, complimentary products and creating sustainable distribution and core product OEM integration relationships.
Under
the terms of the agreement, we were granted a non-exclusive, non-transferrable and irrevocable right to use certain of L&W’s
trademarks in connection with the marketing, use, sale and service of the products in the Territory. We are obligated to actively
promote the sales of the products in the Territory, with such promotional efforts to include, but not be limited to, advertising
the products in appropriate trade publications within the Territory, participating in appropriate trade shows and directly soliciting
orders from customers for the products. We are obligated to provide L&W with certain quarterly and annual reports and forecasts.
We are free to establish our own pricing for the products, and are subject to certain annual minimum purchases.
The
agreement is for an initial term of five years, and will automatically renew for one additional five year term unless terminated
by either party upon one year written notice prior to the expiration of the then current term. Either party may terminate the
agreement without cause upon one year prior written notice to the other party. In addition, L&W may terminate the agreement
for cause upon 120 days prior notice to us, subject to certain cure periods.
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:
August 9, 2017
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By:
|
/s/
Robert Carmichael
|
|
Robert
Carmichael, Chief Executive Officer
|
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