Current Report Filing (8-k)
February 27 2020 - 1:06PM
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) February 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: none
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
3.02 Unregistered Sales of Equity Securities.
As
previously reported on March 7, 2019 Brownie’s Marine Group, Inc. (the “Company”) issued and sold to Mr. 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 our common stock, par value $0.0001 per share and 50,000,000 eighteen month common stock purchase warrants exercisable
at $0.01 per share (the “Warrants”). On February 23, 2020 Mr. Hyatt exercised a portion of the Warrant representing
12,500,000 shares of our common stock. We received proceeds of $125,000 from this partial Warrant exercise and we did not pay
any fees or commissions in connection with the exercise of a portion of the Warrant. We are using the proceeds for general working
capital. The issuance of the shares of our common stock to Mr. Hyatt upon the partial exercise of the Warrant was exempt from
registration under the Securities Act of 1933, as amended, in reliance on an exemption provided by Section 3(a)(9) of such act.
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 27, 2020
|
By:
|
/s/
Robert M. Carmichael
|
|
|
Robert
M. Carmichael, Chief Executive Officer
|
Brownies Marine (CE) (USOTC:BWMG)
Historical Stock Chart
From Jun 2024 to Jul 2024
Brownies Marine (CE) (USOTC:BWMG)
Historical Stock Chart
From Jul 2023 to Jul 2024