BWMG 8-K
Brownie's Marine Group, Inc (BWMG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Securities registered pursuant to Section 12(b) of the Act:
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| 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).
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Item 3.02 Unregistered Sales of Equity Securities.
On November 24, 2025, Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), issued 24,722,222 shares of its common stock, par value $0.0001 per share (“Common Stock”), to Robert Carmichael, the Company’s chief executive officer and a director, and 23,400,000 shares of Common Stock to Charles Hyatt, a director, in lieu of a cash payment of $133,500 and $117,000, respectively, as accrued compensation for their service on the board of directors of the Company.
Such shares are exempt from registration under the Securities Act of 1933, as amended, in reliance upon an exemption from registration provided by Section 4(a)(2) thereof.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Reference is made to the disclosure set forth under Item 3.02 above with respect to Mr. Carmichael, which disclosure is incorporated herein by reference.
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: December 1, 2025 | By: | /s/ Robert Carmichael |
| Robert Carmichael | ||
| Chief Executive Officer | ||