Current Report Filing (8-k)
March 12 2019 - 7:24AM
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
7, 2019
|
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:
[ ]
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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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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
|
|
[ ]
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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.
|
Pursuant
to a Subscription Agreement effective March 7, 2019 Brownie’s Marine Group, Inc. (the “Company”) issued to Charles
Hyatt, an accredited investor, a unit of the securities of the Company, with the unit (the “Unit”) consisting of 50,000,000
shares of common stock, par value $0.0001 per share (the “Shares”) and 50,000,000 eighteen month common stock purchase
warrants exercisable at $0.01 per share (the “Warrants”) in consideration of $500,000. The Shares represent approximately
24% of our outstanding shares of common stock, giving effect to such issuance. In the event the investor exercises all of the
Warrants, the Shares and shares of common stock underlying the Warrants would represent approximately 39% of our outstanding shares
of common stock, giving effect to such exercise and issuance. The Company intends to use the proceeds from the sale for product
research and development and working capital purposes. The Company did not pay any fees or commissions in connection with the
sale of the Unit.
The
issuance of the Unit Securities to the accredited investor was exempt from registration under the Securities Act of 1933, as amended,
in reliance on exemptions provided by Section 4(a)(2) of such act.
The
foregoing description of the terms and conditions of the Warrants and Subscription Agreement are qualified in their entirety by
reference to the documents, copies of which are filed as Exhibits 4.4 and 10.13, 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.
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BROWNIE’S
MARINE GROUP, INC.
|
|
|
|
Date:
March 12, 2019
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By:
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/s/
Robert M. Carmichael
|
|
|
Robert
M. Carmichael, Chief Executive Officer
|
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