8-K
Brownie's Marine Group, Inc (BWMG)
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 20, 2025
| BROWNIE’S MARINE GROUP, INC. | ||
|---|---|---|
| (Exact<br> name of registrant as specified in its charter) | ||
| Florida | 333-99393 | 90-0226181 |
| --- | --- | --- |
| (State<br> or other jurisdiction<br><br> <br>of<br> incorporation) | (Commission<br><br> <br>File<br> Number) | (IRS.<br> Employer<br><br> <br>Identification<br> No.) |
| 4061 SW 47th Avenue, Florida | 33314 | |
| --- | --- | |
| (Address<br> of principal executive offices) | (Zip<br> Code) |
(Registrant’s telephone number, including area code):
(954) 462-5570
Davis
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<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement<br> 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<br> of each class | Trading<br> Symbol(s) | Name<br> 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<br> 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 20, 2025, Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), and Charles Hyatt, a director of the Company (“Hyatt”), executed (a) a third 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 further extend the 2023 Note’s maturity date from November 7, 2025 to May 7, 2026, and (b) a third 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 further extend the 2024 Note’s maturity date from November 5, 2025 to May 5, 2026. 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 third 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 filed hereto 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 No. 3 to Promissory Note, dated November 20, 2025, to promissory Note originally issued on November 7, 2023 |
| 4.2 | Amendment No. 3 to Promissory Note, dated November 20, 2025, to promissory Note originally issued on February 5, 2024 |
| 104 | Cover<br> 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:<br> November 20, 2025 | By: | /s/ Robert Carmichael |
| Robert<br> Carmichael | ||
| Chief<br> Executive Officer |
Exhibit 4.1
AMENDMENT NO. 3 TO PROMISSORY NOTE
THISAMENDMENT NO. 3 TO PROMISSORY NOTE (this “Amendment”), dated as of November 20, 2025, 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”), with a maturity date of May 7, 2024, to evidence a loan the Lender made to the Borrower on that date and in that amount; and
WHEREAS, on November 13, 2024, the Borrower and the Lender entered into an amendment to the Note, to extend the Note’s maturity date from May 7, 2024 to May 7, 2025; and
WHEREAS, on June 4, 2025, the Borrower and the Lender entered into an amendment to the Note, to extend the Note’s maturity date from May 7, 2025 to November 7, 2025; 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<br>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, 2026 (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<br>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.
[REMAINDEROF 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: | |
| Name: | Robert<br> Carmichael |
| Title: | Chief<br> Executive Officer |
| LENDER: |
|---|
| Charles<br> F. Hyatt |
| 3 |
| --- |
AnnexA
PAYMENTSCHEDULE
| Summary | |
|---|---|
| Principal borrowed: | $150,000.00 |
| Final Balloon Payment: | $151,237.50 |
| Interest-only payment: | $1,237.50 |
| *Total Repaid: | $179,700.00 |
| *Total Interest Paid: | $29,700.00 |
| Total Payments: | 24 |
| 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 | $1,237.50 |
| 6/7/2025 | $1,237.50 |
| 7/7/2025 | $1,237.50 |
| 8/7/2025 | $1,237.50 |
| 9/7/2025 | $1,237.50 |
| 10/7/2025 | $1,237.50 |
| 11/7/2025 | $151,237.50 |
| 4 |
| --- |
Exhibit4.2
AMENDMENT NO. 3 TO PROMISSORY NOTE
THISAMENDMENT NO. 3 TO PROMISSORY NOTE (this “Amendment”), dated as of November 20, 2025, 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”), with a maturity date of August 5, 2024, to evidence a loan the Lender made to the Borrower on that date and in that amount; and
WHEREAS, on November 13, 2024, the Borrower and the Lender entered into an amendment to the Note, to extend the Note’s maturity date from August 5, 2024 to May 5, 2025; and
WHEREAS, on June 4, 2025, the Borrower and the Lender entered into an amendment to the Note, to extend the Note’s maturity date from May 5, 2025 to November 5, 2025; 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<br> 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, 2026 (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<br> Payment Schedule attached to the Note is hereby deleted in its entirety and replaced with<br> 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.
[REMAINDEROF 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:<br><br> <br><br><br> <br>BROWNIE’S MARINE GROUP, INC. | |
|---|---|
| By: | |
| Name: | Robert<br> Carmichael |
| Title: | Chief<br> Executive Officer |
| LENDER: | |
| --- | |
| Charles<br> F. Hyatt |
| 3 |
| --- |
AnnexA
PAYMENTSCHEDULE
| Summary | |
|---|---|
| Principal borrowed: | $280,000.00 |
| Final Balloon Payment: | $282,310.00 |
| Interest-only payment: | $2,310.00 |
| *Total Repaid: | $328,510.00 |
| *Total Interest Paid: | $48,510.00 |
| Total Payments: | 21 |
| 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 | $2,310.00 |
| 6/5/2025 | $2,310.00 |
| 7/5/2025 | $2,310.00 |
| 8/5/2025 | $2,310.00 |
| 9/5/2025 | $2,310.00 |
| 10/5/2025 | $2,310.00 |
| 11/5/2025 | $282,310.00 |
| 4 |
| --- |