Form 8-K - Current report

 

 

 

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): [phone]

 

  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

 

Exhibit No.		Description
4.1		Amendment to Promissory Note, dated November 13, 2024, originally issued on November 7, 2023
4.2		Amendment to Promissory Note, dated November 13, 2024, originally issued on February 5, 2024
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: 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]

 

2

 

 

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

 

3

 

 

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

 

4

 

 

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]

 

2

 

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

 

3

 

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

 

4

 

Cover	Nov. 13, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 13, 2024
Entity File Number	333-99393
Entity Registrant Name	BROWNIE’S MARINE GROUP, INC.
Entity Central Index Key	0001166708
Entity Tax Identification Number	90-0226181
Entity Incorporation, State or Country Code	FL
Entity Address, Address Line One	3001 NW 25th Avenue
Entity Address, Address Line Two	Suite 1
Entity Address, City or Town	Pompano Beach
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33069
City Area Code	954
Local Phone Number	462-5570
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false

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