Current Report Filing (8-k)
April 04 2019 - 5:07PM
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)
March 31, 2019
BROWNIE’S
MARINE GROUP, INC.
(Exact
name of registrant as specified in its charter)
Florida
|
|
333-99393
|
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90-0226181
|
(State
or Other Jurisdiction
of Incorporation)
|
|
(Commission
File Number)
|
|
(I.R.S.
Employer
Identification No.)
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3001
NW 25
th
Avenue, Suite 1, Pompano Beach, Florida
|
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33069
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(Address
of Principal Executive Office)
|
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(Zip
Code)
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(954)
462-5570
(Registrant’s
telephone number, including area code)
(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
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
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Effective
March 31, 2019, Dana Allen resigned as a member of the board of directors of the Company. Mr. Allen’s decision to resign
was not the result of any disagreement with the Company on any matter relating to our operations, policies, or practices during
his period of service as a director.
Effective
April 1, 2019, Charles Hyatt was appointed by a unanimous written consent of the members of the Company’s board of directors
to serve on the Company’s board of directors, filling the vacancy on the board created by Mr. Allen’s resignation.
Mr. Hyatt shall serve on the board of directors and shall hold office until the next election of directors by stockholders and
until his successor is elected and qualified or until his earlier resignation or removal.
Charles Hyatt, age 51, Mr. Hyatt was selected as a director for his general business management.
As
previously disclosed, pursuant to a Subscription Agreement effective March 7, 2019 the Company issued to Charles Hyatt a unit
of restricted securities of the Company, with the unit consisting of 50,000,000 shares of common stock, par value $0.0001 per
share and 50,000,000 eighteen month common stock purchase warrants exercisable at $0.01 per share in consideration of $500,000.
Pursuant
to a non management director agreement, the Company has agreed to pay Mr. Hyatt an annual fee of $6,000. A copy of the director
agreement is incorporated herein by reference and is filed as Exhibit 10.1 to this Form 8-K. The description of the transactions
contemplated by the agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to
the full text of the exhibit filed herewith and incorporated by this reference.
Item
9.01
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Financial
Statements and Exhibits.
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(d)
Exhibits.
SIGNATURE
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.
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BROWNIE’S
MARINE GROUP, INC.
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|
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Date:
April 4, 2019
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/s/
Robert Carmichael
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Robert
Carmichael, Chief Executive Officer
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