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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) February
8, 2024
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 25th 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)) |
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 |
☐ |
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. |
On
February 8, 2024, Brownies Marine Group, Inc. (the “Company”), issued a promissory note (the “Note”) to Charles
Hyatt, a director of the Company (the “Lender”) in the principal amount of $280,000. The Note bears interest is payable in
monthly installments at the rate of 9.9%per annum and matures on August 7, 2024.
The
proceeds of the Note will primarily be used for general working capital purposes.
Events
of default on the Note include insolvency and failure to pay principal or interest when due and upon the occurrence of an event of default
as described in the Note, the outstanding interest and principal will become immediately due and payable. The default interest rate on
the Note is 18%. The Note can be repaid at any time without penalty or premium.
The
foregoing description of the Note is not intended to be exhaustive and is qualified in its entirety by reference to the complete text
of the Note, a copy of which is attached hereto as Exhibit 4.1 and is incorporated herein by reference.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
Reference
is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
| 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:
February 13, 2024 |
By:
|
/s/
Robert Carmichael |
| |
Robert
Carmichael, Chief Executive Officer |
Exhibit 4.1
PROMISSORY
NOTE
$280,000.00
February
8, 2024
For
value received, BROWNIES MARINE GROUP, INC., a Florida corporation (the “Borrower”), promises to pay to the order
of Charles F. Hyatt (the “Lender”), the principal amount of TWO HUNDRED EIGHTY THOUSAND AND NO/100THS DOLLARS ($280,000.00)
pursuant the terms of this Promissory Note (the “Note”), with interest thereon as provided below.
1.
Interest. Interest on the outstanding principal balance of this Note shall accrue, and shall be calculated, at the rate of nine-point
nine percent (9.9%) per annum (the “Interest Rate”) from the date of this Note until paid in full. Interest shall
be computed on the basis of actual days elapsed and a 365-day year and shall be payable in arrears.
2.
Security; Payments. This Note shall be secured by ERC reimbursement funds. During the first six (6) months of the terms of this
Note, interest payments on this Note shall be due and payable on a monthly basis in the amounts and dates set forth on the Payment Schedule
attached to this Note (the “Payment Schedule”). This Note shall be payable in one (1) final balloon payment of all unpaid
principal and accrued but unpaid interest on the date that is six (6) months after the date of the execution of this Note (the “Maturity
Date”). The time period from the date of this Note through and including the satisfaction of all obligations under this Note
is hereinafter referred to as the “Loan Term”. All payments against this Note shall be payable without setoff, deduction
or demand and shall be made in lawful money of the United States of America at ____________________, or at such other place as Lender
may from time to time designate in writing.
3.
Application of Payments. Payments made under this Note shall be applied first to late charges, second to collection costs, third
to accrued and unpaid interest and fourth to principal hereunder. Notwithstanding the foregoing, any payments received after the occurrence
of and during the continuance of an Event of Default (as defined below) shall be applied in such manner as Lender may determine.
4.
Default Rate. At Lender’s option and without prior notice, upon the occurrence of an Event of Default (as defined below)
or at any time during the pendency of any Event of Default under this Note or any related loan documents, Lender may impose a default
rate of interest (the “Default Rate”) equal to the lesser of (a) eighteen percent per annum (18%); and (b) the highest
rate permitted under applicable law. The Default Rate shall remain in effect until the default has been cured and that fact has been
communicated to and confirmed by Lender. Lender’s imposition of the Default Rate shall not constitute an election of remedies or
otherwise limit Lender’s rights concerning other remedies available to Lender as a result of the occurrence of an Event of Default.
In the event of a conflict between the provisions of this paragraph and any other provision of the Note or any related agreement, the
provisions of this paragraph shall control. If a default rate is prohibited by applicable law, then the pre-default rate shall continue
to apply after default or maturity.
5.
Late Charge. If any installment of principal or interest due or becoming due pursuant to this Note is not received in full within
ten (10) days after the due date therefor, then Lender may, at its option, assess and collect, and Borrower shall pay, a late charge
equal to five percent (5%) of the past due sum. It is agreed that this “late charge” is reasonable in amount and is based
upon the desire of Borrower and Lender to agree in advance on an amount to reimburse Lender for the anticipated expense it will incur
as a result of any amount not being paid when due under this Note.
6.
Prepayments. The Borrower may at its sole discretion have the privilege of prepaying this Note, in whole or in part, at any time
without premium or penalty. Borrower shall provide Lender with written notice of Borrower’s intent to prepay in full of this Note
at least five (5) business days prior to delivery of such prepayment in full to Lender. Any partial prepayment of this Note by Borrower
shall have the effect of reducing the amount of the final balloon payment due hereunder but shall not delay the next scheduled payment
due under this Note or reduce the next scheduled payment under this Note (except to the extent the principal amount hereunder has been
reduced and thereby the amount of accrued but unpaid interest is also reduced)
7.
Events of Default.
(a)
Events of Default. Any one or more of the following shall constitute an “Event of Default”:
(i)
Any failure to pay any principal or interest under this Note when the same shall become due and payable and such failure continues for
five (5) days after written notice thereof to Borrower, or the failure to pay any other sum due under this Note when the same shall become
due and payable and such failure continues for five (5) days after written notice thereof to Borrower. No notice, however, shall be required
after maturity of this Note.
(ii)
Any failure or neglect to perform or observe any of the covenants, conditions or provisions of this Note, (other than a failure or neglect
described in one or more of the other provisions of this Section 8(a)) and such failure or neglect continues unremedied for a period
of thirty (30) days after written notice thereof to Borrower.
(iii)
Any warranty, representation or statement contained in this Note, or made or furnished to Lender by or on behalf of Borrower, that shall
be or shall prove to have been false when made or furnished.
(iv)
The filing by Borrower (or against Borrower to which Borrower acquiesces or that is not dismissed within 45 days after the filing thereof)
of any proceeding under the federal bankruptcy laws now or hereafter existing or any other similar statute now or hereafter in effect;
the entry of an order for relief under such laws with respect to Borrower; or the appointment of a receiver, trustee, custodian or conservator
of all or any part of the assets of any Borrower.
(v)
The insolvency of Borrower; or the execution by Borrower of an assignment for the benefit of creditors; or the convening by Borrower
of a meeting of its creditors, or any class thereof, for purposes of effecting a moratorium upon or extension or composition of its debts;
or the failure of Borrower to pay its debts as they mature; or if Borrower is generally not paying its debts as they mature.
(vi)
The admission in writing by Borrower that it is unable to pay its debts as they mature or that it is generally not paying its debts as
they mature.
(vii)
The liquidation, termination or dissolution of Borrower.
(b)
Acceleration. If an Event of Default shall occur, at the election of Lender, the full amount of this Note shall become immediately
due and payable without notice or demand.
(c)
Non-Exclusive Remedies. Upon the occurrence at any time of any Event of Default under this Note, without notice, demand or cure
rights, except as specifically provided in this Note, Lender may exercise any right or remedy provided in this Note. During the existence
of any such Event of Default, Lender may apply payments received against this Note (or under any instrument securing, evidencing, or
relating to the indebtedness evidenced by this Note) as Lender may determine. After any Event of Default unless and until such Event
of Default is cured satisfactorily to Lender in Lender’s sole discretion, Lender shall have the right, at its option and without
any obligation, to exercise any remedy available to Lender under any applicable law. All of Lender’s rights and remedies under
this Note shall be cumulative and not alternative or exclusive, and may be exercised by Lender at such time or times and in such order
of preference as Lender in its sole discretion may determine.
8.
Waiver. No delay or omission on the part of Lender in exercising any right or remedy hereunder shall operate as a waiver of such
right or remedy or of any other right or remedy under this Note. A waiver on one occasion shall not be construed as a bar to or waiver
of any such right and/or remedy on any future occasion. Borrower, regardless of the time, order or place of signing, waives presentment,
demand, protest, notice of intent to accelerate, notice of acceleration and all other notices of every kind in connection with the delivery,
acceptance, performance or enforcement of this Note.
9.
Further Assurances. The parties hereto agree to do all things deemed necessary by Lender in order to fully document the loan evidenced
by this Note. The undersigned agree to assist in the cure of any defects in the execution, delivery or substance of this Note.
10.
Costs of Collection. Borrower agrees that if, and as often as, this Note is placed in the hands of an attorney for collection
or to defend or enforce any of Lender’s rights hereunder or under any instrument relating to or securing payment of this Note,
Borrower shall pay Lender its reasonable attorneys’ fees and all court costs and other expenses incurred in connection therewith,
regardless of whether a lawsuit is ever commenced or whether, if commenced, the same proceeds to judgment or not. Such costs and expenses
shall include, without limitation, all costs, attorneys’ fees and expenses incurred by Lender in connection with any insolvency,
bankruptcy, reorganization, arrangement or similar proceedings which in any way affects the exercise by Lender of its rights and remedies
under this Note.
11.
Usury. In no event whatsoever shall the amount paid, or agreed to be paid, to Lender for the use, forbearance, or retention of
the money to be loaned hereunder (collectively, “Interest”) exceed the maximum amount permissible under applicable
law. If the performance or fulfillment of any provision hereof or of any agreement between Borrower and Lender shall result in Interest
exceeding the limit for interest prescribed by law, then the amount of such Interest shall be reduced to such limit. If, from any circumstance
whatsoever, Lender should receive as Interest an amount which would exceed the highest lawful rate, the amount which would be excessive
Interest shall be applied to the reduction of the principal balance owing hereunder (or, at the option of Lender, be paid over to Borrower)
and not to the payment of Interest.
12.
Governing Law. This Note shall be governed by, and construed in accordance with, the laws of the State of Arizona, without regard
to its conflicts of laws principles.
13.
Successors. The term “Borrower” as used herein shall include the original Borrower of this Note and any party who
may subsequently become liable for the payment hereof as an assumer with the consent of Lender, provided that Lender may, at its option,
consider the original Borrower of this Note alone as Borrower unless Lender has consented in writing to the substitution of another party
as Borrower. The term “Lender” as used herein shall mean Lender, or, if this Note is transferred, the then holder(s) of this
Note.
14.
Invalidity. Invalidation of any of the provisions of this Note or of any article, paragraph, sentence, clause, phrase or word
herein, or the application thereof in any given circumstance, shall not affect the validity of the remainder of this Note.
15.
Time of Essence. Time is of the essence in the performance of each and every obligation of Borrower.
16.
Jurisdiction; Venue. Borrower irrevocably submits to the nonexclusive jurisdiction of any Federal court sitting in the State of
Florida and any state court sitting in the County of Broward, Florida, over any suit, action or proceeding arising out of or relating
to this Note. Borrower irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any such court and any claim that
the same has been brought in an inconvenient forum.
17.
Assignment. The obligations under this Note may not be assigned by Borrower without the written consent of the Lender.
IN
WITNESS WHEREOF, the undersigned has executed this Note as of the date first written above.
| |
BORROWER |
| |
BROWNIES
MARIN GROUP, INC., a Florida corporation |
| |
|
| |
/s/ |
PAYMENT
SCHEDULE
| Summary |
| Principal borrowed: | |
$ | 280,000.00 | |
| Final Balloon Payment: | |
$ | 280,000.00 | |
| Interest-only payment: | |
$ | 2,310.00 | |
| *Total Repaid: | |
$ | 293,860.00 | |
| *Total Interest Paid: | |
$ | 13,860.00 | |
| Total Payments: | |
| 6 | |
| Annual interest rate: | |
| 9.9 | % |
| Payment Schedule |
| Date | |
Amount | |
| 3/8/2024 | |
$ | 2,310.00 | |
| 4/8/2024 | |
$ | 2,310.00 | |
| 5/8/2024 | |
$ | 2,310.00 | |
| 6/8/2024 | |
$ | 2,310.00 | |
| 7/8/2024 | |
$ | 2,310.00 | |
| 8/8/2024 | |
$ | 282,310.00 | |
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