Current Report Filing (8-k)
March 24 2020 - 8:23AM
Edgar (US Regulatory)
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) March 23, 2020
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
|
|
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 [X]
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. [ ]
Brownie’s
Marine Group, Inc. (the “Company”) will be relying on the Securities and Exchange Commission’s Order under Section
36 of the Securities Exchange Act of 1934 Granting Exemptions From Specified Provisions of the Exchange Act and Certain Rules
Thereunder dated March 4, 2020 (Release No. 34-88318) (the “Order”) to delay the filing of its Annual Report on Form
10-K for the year ended December 31, 2019 (the “2019 10-K”) due to the circumstances related to COVID-19. In particular,
COVID-19 has caused disruptions in our normal interactions with our auditors. The Company has a small accounting staff and historically
we provided our auditors with full access to work papers and related information. Historically personnel from the audit firm worked
onsite, making whatever copies of materials they deemed necessary in order to complete the audit. Because the audit personnel
are now working remotely as much as possible, and relying on our staff to scan work papers and other documents, the Company’s
ability to complete its audit and file the 2019 10-K prior to its due date is delayed. Notwithstanding the foregoing, the Company
expects to file the 2019 10-K no later than May 14, 2020 (which is 45 days from the 2019 10-K’s original filing deadline
of March 30, 2020).
In
light of the current COVID-19 pandemic, the Company will be including the following Risk Factor in its 2019 10-K, as may be updated
to reflect subsequent events impacting the Company:
We
are unable to predict the impact of COVID-19 on our company.
We
manufacture and distribute recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, scuba,
and water safety products together with high pressure air and industrial gas compressor packages. The decline in discretionary
spending and travel restrictions or travel bans as a result of the COVID-19 pandemic has, and is expected to continue to, materially
adversely impact our operations beginning with the first quarter of 2020. During the first quarter of 2020 we have already experienced
order cancellations, and we expect that trend to continue until such time as the full impact of the virus is known, travel restrictions
are lifted, beaches are reopened, and American’s begin resuming normal activities, including historic levels of discretionary
spending in our market segment. Our ability to manufacture products without interruption is also unknown, even assuming a demand
for our products resumes in the future of which there are no assurances. While our senior management is able to work remotely,
as a manufacturing company with a limited employee base our ability to assemble our products is adversely impacted by the reduced
work hours we have implemented and possible loss of employees. We also expect delays in our supply chain, including component
products which are manufactured in China. We also depend on trade shows and boat shows to market our products, all of which have
been cancelled or postponed. In an effort to address the adverse impact the COVID-19 pandemic is having on company, we have reduced
work hours between 20% and 40% per week, and business travel has been curtailed. As a result of these uncertainties, we are unable
to predict the overall impact on our company at this time. Our loss of revenues will materially impact our liquidity, and we do
not expect to be able to access the capital markets for additional working capital. Our senior management will continue to monitor
our situation on a daily basis, however, we expect that these factors and others we have yet to experience will materially adversely
impact our company, its business and operations for the foreseeable future.
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:
March 24, 2020
|
By:
|
/s/
Robert M. Carmichael
|
|
|
Robert
M. Carmichael, Chief Executive Officer
|
Brownies Marine (PK) (USOTC:BWMG)
Historical Stock Chart
From Aug 2024 to Sep 2024
Brownies Marine (PK) (USOTC:BWMG)
Historical Stock Chart
From Sep 2023 to Sep 2024