Current Report Filing (8-k)
November 20 2018 - 2:54PM
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)
|
November
15, 2018
|
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)
|
|
|
[ ]
|
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))
|
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
1.01
|
Entry
into a Material Definitive Agreement.
|
Item
3.02
|
Unregistered
Sales of Equity Securities.
|
On
November 15, 2018 Brownie’s Marine Group, Inc. entered into a Note Conversion Agreement with Joe Perez (the “
Noteholder
”)
pursuant to which the Noteholder converted $526,000 of principal and accrued interest due him by us under the terms of a 10% unsecured
convertible debenture dated May 3, 2011 (the “
Note
”) into 50,000,000 shares of our common stock (the “
Conversion
Shares
”) in full satisfaction of such obligation. The Conversion Shares represent approximately 32% of our outstanding
shares of common stock, giving effect to such issuance, and approximately 19% of shares entitled to vote on matters submitted
to a vote of our shareholders. The issuance of the Conversion Shares, however, will not result in a change of control of our company
as a result of the shares of our common stock and super-voting Series A Convertible Preferred Stock held by Mr. Robert M. Carmichael,
an executive officer and member of our board of directors, who controls approximately 47% of our outstanding voting securities.
We expect to record a loss on this conversion of this debt of approximately $249,000 during the quarter ending December 31, 2018.
The
issuance of the Conversion Shares to the Noteholder, who is an accredited investor, was exempt from registration under the Securities
Act of 1933, as amended, in reliance on exemptions provided by Sections 3(a)(9) and 4(a)(2) of such act.
The
foregoing description of the terms and conditions of the Note and the Note Conversion Agreement are qualified in their entirety
by reference to the documents, copies of which are filed as Exhibits 4.3 and 10.12, respectively, to this report.
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
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:
November 20, 2018
|
By:
|
/s/
Robert Carmichael
|
|
|
Robert
Carmichael, Chief Executive Officer
|
Brownies Marine (QB) (USOTC:BWMG)
Historical Stock Chart
From Mar 2024 to Apr 2024
Brownies Marine (QB) (USOTC:BWMG)
Historical Stock Chart
From Apr 2023 to Apr 2024