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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) November
13, 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
N/A
(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 November
13, 2024, Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), and Charles Hyatt, a member of the Company’s
board of directors (“Hyatt”), executed (a) an amendment to a promissory note in the principal amount of $150,000, which was
originally issued by the Company to Hyatt on November 7, 2023 (the “2023 Note”), to extend the 2023 Note’s maturity
date from May 7, 2024 to May 7, 2025, and (b) an amendment to a promissory note in the principal amount of $280,000, which was originally
issued by the Company to Hyatt on February 5, 2024 (the “2024 Note”), to extend the 2024 Note’s maturity date from
August 5, 2024 to May 5, 2025. Except as specifically amended by the amendments, the terms and conditions of the 2023 Note and
2024 Note remain in full force and effect.
The
foregoing descriptions of the amendments to the 2023 Note and 2024 Note are qualified in their entirety by reference to the full text
of such documents, copies of which are attached to this report as Exhibits 4.1 and 4.2, respectively, and are 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: November 19, 2024 |
By: |
/s/ Robert
Carmichael |
| |
|
Robert
Carmichael |
| |
|
Chief
Executive Officer |
Exhibit
4.1
AMENDMENT
NO. 1 TO PROMISSORY NOTE
THIS
AMENDMENT NO. 1 TO PROMISSORY NOTE (this “Amendment”), dated as of November 13, 2024, is entered into by and between
Brownie’s Marine Group, Inc., a Florida corporation (“Borrower” or “Company”), and Charles
F. Hyatt, a member of the Company’s board of directors (the “Lender”). The Borrower and the Lender may be referred
to herein individually as a “Party” and jointly as the “Parties.”
W
I T N E S S E T H:
WHEREAS,
on November 7, 2023, the Borrower issued a promissory note to the Lender in the principal amount of $150,000 (the “Note”),
to evidence a loan the Lender made to the Borrower on that date and in that amount; and
WHEREAS,
the Parties desire to amend certain terms of the Note, as set forth below.
NOW,
THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each of the Parties agrees with the other as follows:
1.
Capitalized Terms. Unless otherwise defined herein, all terms and conditions used in this Amendment shall have the meanings assigned
to such terms in the Note.
2.
Amendments to Note.
| (a) | Section
2 of the Note is hereby deleted in its entirely and replaced with the following: |
“2.
Security; Payments. This Note shall be secured by ERC reimbursement funds. 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 May 7, 2025 (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 the Lender’s principal place of
business, or at such other place as Lender may from time to time designate in writing.”
| (b) | The
Payment Schedule attached to the Note is hereby deleted in its entirety and replaced with
Annex A attached hereto. |
3.
Full Force and Effect. Except as herein amended, the Note shall remain in full force and effect. Upon the effectiveness of this
Amendment, each reference in the Note to “this Note,” “hereunder,” “herein” or words of like import
shall mean and be a reference to the Note, as amended by this Amendment.
4.
Further Assurances. Each Party hereto, without additional consideration, shall cooperate, shall take such further action and shall
execute and deliver such further documents as may be reasonably requested by the other Party hereto in order to carry out the provisions
and purposes of this Amendment.
5.
Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed Amendment by one Party to the other may be made by physical or
electronic transmission to the applicable address and email address set forth in the Note.
6.
Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
7.
Governing Law. The substantive laws of the applicable state, as well as terms regarding forum and jurisdiction, as originally
provided in the Note shall govern the construction of this Amendment and the rights and remedies of the parties hereto.
[REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| |
BORROWER: |
| |
|
| |
BROWNIE’S
MARINE GROUP, INC. |
| |
|
|
| |
By: |
/s/
Robert Carmichael |
| |
Name: |
Robert Carmichael |
| |
Title: |
Chief Executive Officer |
|
LENDER: |
| |
|
| |
/s/
Charles F. Hyatt |
|
Charles F.
Hyatt |
Annex
A
PAYMENT
SCHEDULE
| Summary | |
| |
| Principal borrowed: | |
$ | 150,000.00 | |
| Final Balloon Payment: | |
$ | 150,000.00 | |
| Interest-only payment: | |
$ | 1,237.50 | |
| *Total Repaid: | |
$ | 172,275.00 | |
| *Total Interest Paid: | |
$ | 22,275.00 | |
| Total Payments: | |
| 18 | |
| Annual interest rate: | |
| 9.9 | % |
| Payment Schedule |
| Date | |
Amount | |
| 12/7/2023 | |
$ | 1,237.50 | |
| 1/7/2024 | |
$ | 1,237.50 | |
| 2/7/2024 | |
$ | 1,237.50 | |
| 3/7/2024 | |
$ | 1,237.50 | |
| 4/7/2024 | |
$ | 1,237.50 | |
| 5/7/2024 | |
$ | 1,237.50 | |
| 6/7/2024 | |
$ | 1,237.50 | |
| 7/7/2024 | |
$ | 1,237.50 | |
| 8/7/2024 | |
$ | 1,237.50 | |
| 9/7/2024 | |
$ | 1,237.50 | |
| 10/7/2024 | |
$ | 1,237.50 | |
| 11/7/2024 | |
$ | 1,237.50 | |
| 12/7/2024 | |
$ | 1,237.50 | |
| 1/7/2025 | |
$ | 1,237.50 | |
| 2/7/2025 | |
$ | 1,237.50 | |
| 3/7/2025 | |
$ | 1,237.50 | |
| 4/7/2025 | |
$ | 1,237.50 | |
| 5/7/2025 | |
$ | 151,237.50 | |
Exhibit
4.2
AMENDMENT
NO. 1 TO PROMISSORY NOTE
THIS
AMENDMENT NO. 1 TO PROMISSORY NOTE (this “Amendment”), dated as of November 13, 2024, is entered into by and between
Brownie’s Marine Group, Inc., a Florida corporation (“Borrower” or “Company”), and Charles
F. Hyatt, a member of the Company’s board of directors (the “Lender”). The Borrower and the Lender may be referred
to herein individually as a “Party” and jointly as the “Parties.”
W
I T N E S S E T H:
WHEREAS,
on February 5, 2024, the Borrower issued a promissory note to the Lender in the principal amount of $280,000 (the “Note”),
to evidence a loan the Lender made to the Borrower on that date and in that amount; and
WHEREAS,
the Parties desire to amend certain terms of the Note, as set forth below.
NOW,
THEREFORE, in consideration of the mutual promises set forth herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, each of the Parties agrees with the other as follows:
1.
Capitalized Terms. Unless otherwise defined herein, all terms and conditions used in this Amendment shall have the meanings assigned
to such terms in the Note.
2.
Amendments to Note.
| (a) | Section
2 of the Note is hereby deleted in its entirely and replaced with the following: |
“2.
Security; Payments. This Note shall be secured by ERC reimbursement funds. 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 May 5, 2025 (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 the Lender’s principal place of
business, or at such other place as Lender may from time to time designate in writing.”
| (b) | The
Payment Schedule attached to the Note is hereby deleted in its entirety and replaced with
Annex A attached hereto. |
3.
Full Force and Effect. Except as herein amended, the Note shall remain in full force and effect. Upon the effectiveness of this
Amendment, each reference in the Note to “this Note,” “hereunder,” “herein” or words of like import
shall mean and be a reference to the Note, as amended by this Amendment.
4.
Further Assurances. Each Party hereto, without additional consideration, shall cooperate, shall take such further action and shall
execute and deliver such further documents as may be reasonably requested by the other Party hereto in order to carry out the provisions
and purposes of this Amendment.
5.
Counterparts. This Amendment may be executed in counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument. Delivery of an executed Amendment by one Party to the other may be made by physical or
electronic transmission to the applicable address and email address set forth in the Note.
6.
Headings. The section headings herein are for convenience only and shall not affect the construction hereof.
7.
Governing Law. The substantive laws of the applicable state, as well as terms regarding forum and jurisdiction, as originally
provided in the Note shall govern the construction of this Amendment and the rights and remedies of the parties hereto.
[REMAINDER
OF PAGE LEFT BLANK INTENTIONALLY]
IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the day and year first above written.
| |
BORROWER:
|
| |
|
| |
BROWNIE’S
MARINE GROUP, INC. |
| |
|
|
| |
By: |
/s/
Robert Carmichael |
| |
Name: |
Robert Carmichael |
| |
Title: |
Chief Executive Officer |
| |
LENDER: |
| |
|
| |
/s/
Charles F, Hyatt |
| |
Charles
F. Hyatt |
Annex
A
PAYMENT
SCHEDULE
| Summary | |
| |
| Principal borrowed: | |
$ | 280,000.00 | |
| Final Balloon Payment: | |
$ | 280,000.00 | |
| Interest-only payment: | |
$ | 2,310.00 | |
| *Total Repaid: | |
$ | 314,650 | |
| *Total Interest Paid: | |
$ | 34,650 | |
| Total Payments: | |
| 15 | |
| Annual interest rate: | |
| 9.9 | % |
| Payment Schedule |
| Date | |
Amount | |
| 3/5/2024 | |
$ | 2,310.00 | |
| 4/5/2024 | |
$ | 2,310.00 | |
| 5/5/2024 | |
$ | 2,310.00 | |
| 6/5/2024 | |
$ | 2,310.00 | |
| 7/5/2024 | |
$ | 2,310.00 | |
| 8/5/2024 | |
$ | 2,310.00 | |
| 9/5/2024 | |
$ | 2,310.00 | |
| 10/5/2024 | |
$ | 2,310.00 | |
| 11/5/2024 | |
$ | 2,310.00 | |
| 12/5/2024 | |
$ | 2,310.00 | |
| 1/5/2025 | |
$ | 2,310.00 | |
| 2/5/2025 | |
$ | 2,310.00 | |
| 3/5/2025 | |
$ | 2,310.00 | |
| 4/5/2025 | |
$ | 2,310.00 | |
| 5/5/2025 | |
$ | 282,310.00 | |
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