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
Exhibit Number | Description | |
4.1 | Promissory Note, dated February 8, 2024, issued to Charles Hyatt | |
104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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 |