Brownie's Marine Group, Inc 8-K, filed Jan 10, 2020
Brownie's Marine Group, Inc (BWMG)
About this 8-K
Brownie's Marine Group, Inc filed this 8-K on January 10, 2020, reporting on events of January 6, 2020.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
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) | January 06, 2020 |
| 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 | ||
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 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On January 06, 2020, Mikkel Pitzner resigned as a member of the board of directors of the Company. Mr. Pitzner’s decision to resign was not the result of any disagreement with the Company on any matter relating to our operations, policies, or practices during his period of service as a director.
Effective January 09, 2020, Mr. Jeffrey Guzy was appointed by a unanimous written consent of the members of the Company’s board of directors to serve on the Company’s board of directors, filling the vacancy on the board created by Mr. Pitzner’s resignation. Mr. Guzy shall serve on the board of directors and shall hold office until the next election of directors by stockholders and until his successor is elected and qualified or until his earlier resignation or removal.
Mr. Guzy, age 68, was selected as a director for his general business management experience and experience serving on the board of directors of public companies.
Pursuant to a director agreement, the Company has agreed to pay Mr. Guzy a monthly board fee of $1,000 and has agreed to issue Mr. Guzy an option to purchase up to 2,000,000 shares of the Company’s common stock exercisable at $0.0229 per share. A copy of the director agreement and stock option are incorporated herein by reference and are filed as Exhibit 10.1 and Exhibit 4.1, respectively, to this Form 8-K. The description of the transactions contemplated by the agreements set forth herein do not purport to be complete and is qualified in its entirety by reference to the full text of the exhibits filed herewith and incorporated by this reference.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Incorporated by Reference | Filed or Furnished | |||||||||
| No. | Exhibit Description | Form | Date Filed | Number | Herewith | |||||
| 4.1 | Stock Option Grant Agreement dated January 09, 2020 | Filed | ||||||||
| 10.1 | Director Agreement dated January 09, 2020 | Filed | ||||||||
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: January 10, 2020 | By: | /s/ Robert Carmichael |
| Robert Carmichael, Chief Executive Officer | ||
Exhibit 4.1
STOCK OPTION GRANT
This STOCK OPTION GRANT, dated as of January 09, 2020 is delivered by BROWNIE’S MARINE GROUP, INC., a Florida corporation (the “Company”) to Jeffery Guzy, an individual resident of the State of Virginia (the “Grantee”).
RECITALS
| A. | The Grantee has been appointed to serve on the Company’s board of directors. |
| B. | The Board of Directors of the Company (the “Board”) believes it to be in the best interests of the Company to make a stock option grant to Grantee as additional compensation to Grantee. |
NOW, THEREFORE, the parties to this Stock Option Grant, intending to be legally bound hereby, agree as follows:
1. Grant of Option. Subject to the terms and conditions set forth in this Stock Option Grant, the Company hereby grants to the Grantee an option (“Option”) to purchase 2,000,000 shares of common stock of the Company (“Option Shares”) at an exercise price of $0.0229 per share (the “Option Price”). The Option shall become exercisable according to Paragraph 2 below.
2. Exercisability of Option. The option shall be a non-qualified option and shall become vested and exercisable immediately.
3. Term of Option. The stated expiration date of the option shall be the third (3rd) anniversary of the date hereof.
4. Exercise Procedures.
(a) Subject to the provisions of Paragraphs 2 and 3 above, the Grantee may exercise part or all of the exercisable Option by giving the Board written notice of intent to exercise in the manner provided in this Stock Option Grant, specifying the number of Shares as to which the Option is to be exercised. On the delivery date, the Grantee shall pay the exercise price in cash.
(b) The obligation of the Company to deliver the Options Shares upon exercise of the Option shall be subject to all applicable laws, rules, and regulations and such approvals by governmental agencies as may be deemed appropriate by the Board, including such actions as Company counsel shall deem necessary or appropriate to comply with relevant securities laws and regulations. The Company may require that the Grantee represent that the Grantee is purchasing the Option Shares for the Grantee’s own account and not with a view to or for sale in connection with any distribution of the Option Shares, or such other representation as the Board deems appropriate. The Company shall withhold amounts required to be withheld for any taxes, if applicable.
5. Reservation of Common Stock. The Company hereby represents and warrants that there have been reserved, and the Company shall at all applicable times keep reserved until issued (if necessary) as contemplated by this Section 5, out of the authorized and unissued shares of common stock, sufficient shares to provide for the exercise of the rights of purchase represented by this Option. The Company agrees that all Option Shares issued upon due exercise of the Option shall be, at the time of delivery of the certificates for such Option Shares, duly authorized, validly issued, fully paid and non-assessable shares of common stock of the Company.
6. Adjustments. Subject and pursuant to the provisions of this Section 6, the Option Price and number of Option Shares subject to this Option shall be subject to adjustment from time to time as set forth hereinafter.
(a) If the Company shall, at any time or from time to time while this Option is outstanding, pay a dividend or make a distribution on its common stock in shares of Common stock, subdivide its outstanding shares of Common stock into a greater number of shares or combine its outstanding shares of Common stock into a smaller number of shares or issue by reclassification of its outstanding shares of Common stock any shares of its capital stock (including any such reclassification in connection with a consolidation or merger in which the Company is the continuing corporation), then (i) the Option Price in effect immediately prior to the date on which such change shall become effective shall be adjusted by multiplying such Option Price by a fraction, the numerator of which shall be the number of shares of Common stock outstanding immediately prior to such change and the denominator of which shall be the number of shares of Common stock outstanding immediately after giving effect to such change and (ii) the number of Option Shares purchasable upon exercise of this Option shall be adjusted by multiplying the number of Option Shares purchasable upon exercise of this Option immediately prior to the date on which such change shall become effective by a fraction, the numerator of which is shall be the Option Price in effect immediately prior to the date on which such change shall become effective and the denominator of which shall be the Option Price in effect immediately after giving effect to such change, calculated in accordance with clause (i) above. Such adjustments shall be made successively whenever any event listed above shall occur.
(b) In case the Company shall do any of the following (each, a “Triggering Event”): (i) consolidate or merge with or into any other Person (as defined below) and the Company shall not be the continuing or surviving corporation of such consolidation or merger, or (ii) permit any other Person to consolidate with or merge into the Company and the Company shall be the continuing or surviving Person but, in connection with such consolidation or merger, any capital stock of the Company shall be changed into or exchanged for securities of any other Person or cash or any other property, or (iii) transfer all or substantially all of its properties or assets to any other Person, or (iv) effect a capital reorganization or reclassification of its capital stock, then, and in the case of each such Triggering Event, proper provision shall be made to the Option Price and the number of Option Shares that may be purchased upon exercise of this Option so that, upon the basis and the terms and in the manner provided in this Option, the Optionholder of this Option shall be entitled upon the exercise hereof at any time after the consummation of such Triggering Event, to the extent this Option is not exercised prior to such Triggering Event, to receive at the Option Price as adjusted to take into account the consummation of such Triggering Event, in lieu of the Common stock issuable upon such exercise of this Option prior to such Triggering Event, the securities, cash and property to which such Optionholder would have been entitled upon the consummation of such Triggering Event if such Optionholder had exercised the rights represented by this Option immediately prior thereto (including the right of a shareholder to elect the type of consideration it will receive upon a Triggering Event), subject to adjustments (subsequent to such corporate action) as nearly equivalent as possible to the adjustments provided for elsewhere in this Section 6, and the Option Price shall be adjusted to equal the product of (A) the closing price of the common stock of the continuing or surviving corporation as a result of such Triggering Event as of the date immediately preceding the date of the consummation of such Triggering Event multiplied by (B) the quotient of (i) the Option Price divided by (ii) the Fair Market Value per share of Common stock as of the date immediately preceding the issuance date of this Option. Immediately upon the occurrence of a Triggering Event, the Company shall notify the Optionholder in writing of such Triggering Event and provide the calculations in determining the number of Option Shares issuable upon exercise of the new Option and the adjusted Option Price. Upon the Optionholder’s request, the continuing or surviving corporation as a result of such Triggering Event shall issue to the Optionholder a new Option of like tenor evidencing the right to purchase the adjusted number of Option Shares and the adjusted Option Price pursuant to the terms and provisions of this Section 6(b). For purposes of this Section 6(b), “Person” means any individual, corporation, partnership, joint venture, limited liability company, association or any other entity.
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7. No Employment or Other Rights. The grant of the Option shall not confer upon the Grantee any right to be retained by or in the employ or service of the Company.
8. No Shareholder Rights. Neither the Grantee, nor any person entitled to exercise the Grantee’s rights in the event of Grantee’s death, shall have any of the rights and privileges of a shareholder with respect to the Shares subject to the Option, until certificates for Option Shares have been issued upon the exercise of the Option.
9. Assignment and Transfers. The rights and interests of the Grantee under this Agreement may not be sold, assigned, encumbered or otherwise transferred except, in the event of the death of the Grantee, by will or by the laws of descent and distribution. In the event of any attempt by the Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the Option or any right hereunder, except as provided for in this Stock Option Grant, or in the event of the levy or any attachment, execution or similar process upon the rights or interests hereby conferred, the Company may terminate the Option by notice to the Grantee, and the Option and all rights hereunder shall thereupon become null and void.
10. Applicable Law. The validity, construction, interpretation and effect of this instrument shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to the conflicts of laws provisions thereof.
11. Notice. Any notice to the Company provided for in this instrument shall be addressed to the Company in care of the Chief Executive Officer at the Company’s principal executive offices at 3001 NW 25th Avenue, Suite 1, Pompano Beach, FL 33069, and any notice to the Grantee shall be addressed to Grantee at the address set forth below, or to such other address as the Grantee may designate to the Company in writing. Any notice shall be delivered by hand, sent by telecopy or enclosed in a properly sealed envelope addressed as stated above, registered and deposited, postage prepaid, in a post office regularly maintained by the United States Postal Service.
IN WITNESS WHEREOF, the Company has caused its duly authorized officers to execute and attest this Agreement, and the Grantee has executed this Stock Option Grant, effective as of the date above.
| BROWNIE’S MARINE GROUP, INC. | GRANTEE | |||
| By: | /s/ Robert Carmichael | |||
| Name: | Robert Carmichael | Name: | Jeffrey Guzy | |
| Its: | CEO | Address of Grantee: | ||
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Exhibit 10.1
DIRECTOR AGREEMENT
THIS AGREEMENT (The “Agreement”) is effective as of the 9th day of January 2020 and is by and between Brownies Marine Group, Inc., a Florida corporation (hereinafter referred to as the “Company”), and Mr. Jeffrey Joseph Guzy (hereinafter referred to as the “Director”).
BACKGROUND
Each of the Board of Directors of the Company and the Director desires to memorialize the role of the Director and to have the Director perform the duties required of such position in accordance with the terms and conditions of this Agreement.
AGREEMENT
NOW THEREFORE, in consideration for the above recited promises and the mutual promises contained herein, the adequacy and sufficiency of which are hereby acknowledged, the Company and the Director hereby agree as follows:
| 1. | DUTIES. The Company requires that the Director be available to perform the duties of a director customarily related to this function as may be determined and assigned by the Board of Directors of the Company and as may be required by the Company’s constituent instruments, including its certificate or articles of incorporation, bylaws and its corporate governance and board committee charters, each as amended or modified from time to time, and by applicable law, including by the Florida Business Corporation Act (the “FBCA”). The Director agrees to devote as much time as is necessary to perform completely the duties as the Director of the Company, including duties as a member of any committees as the Director may hereafter be appointed to by the Board of Directors. The Director will perform such duties described herein in accordance with the general fiduciary duty of directors arising under the FBCA. Such duties may include, but are not limited to assisting the Company with the development of business and new business strategies relating to the objectives of the Company and participation in corporate strategy decisions of the Company. |
| 2. | TERM. The term of this Agreement shall commence as of the date hereof and shall continue until the earlier of the date of the next annual stockholders meeting and the earliest of the following to occur the Director’s removal or resignation. |
| 3. | COMPENSATION. For all services to be rendered by the Director in any capacity hereunder, the Company agrees to pay the Director a base fee of $1,000.00 per month. |
Upon execution of this agreement, the Director shall be granted 2,000,000 options at the strike price of close of the business day January 9, 2020. These options will be exercisable for a period of 3 years from the effective date.
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| 4. | EXPENSES. In addition to the compensation provided in paragraph 3 hereof, the Company will reimburse the Director for pre-approved reasonable business related expenses incurred in good faith in the performance of the Director’s duties for the Company. Such payments shall be made by the Company upon submission by the Director of a signed statement itemizing the expenses incurred. Such statement shall be accompanied by sufficient documentary matter to support the expenditures. |
| 5. | CONFIDENTIALITY. The Company and the Director each acknowledge that, in order for the intent and purpose of this Agreement to be accomplished, the Director shall necessarily be obtaining access to certain confidential information concerning the Company and its affairs, including, but not limited to business methods, information systems, financial data and strategic plans which are unique assets of the Company (“Confidential Information”). The Director covenants not to, either directly or indirectly, in any manner, utilize or disclose to any person, firm, corporation, association or other entity any Confidential Information. Director agrees to comply with and execute the Company’s Insider Trading Guidelines in the form attached hereto. |
| 6. | NON-COMPETE. During the term of this Agreement and for a period of twelve (12) months following the Director’s removal or resignation from the Board of Directors of the Company or any of its subsidiaries or affiliates (the “Restricted Period”), the Director shall not, directly or indirectly, (i) in any manner whatsoever engage in any capacity with any business competitive with the Company’s current lines of business or any business then engaged in by the Company, any of its subsidiaries or any of its affiliates (the “Company’s Business”) for the Director’s own benefit or for the benefit of any person or entity other than the Company or any subsidiary or affiliate; or (ii) have any interest as owner, sole proprietor, shareholder, partner, lender, director, officer, manager, employee, consultant, agent or otherwise in any business competitive with the Company’s Business; provided, however, that the Director may hold, directly or indirectly, solely as an investment, not more than two percent (2%) of the outstanding securities of any person or entity which are listed on any national securities exchange or regularly traded in the over-the-counter market notwithstanding the fact that such person or entity is engaged in a business competitive with the Company’s Business. In addition, during the Restricted Period, the Director shall not develop any property for use in the Company’s Business on behalf of any person or entity other than the Company, its subsidiaries and affiliates. |
| 7. | TERMINATION. With or without cause, the Company and the Director may each terminate Section 3 and section 4 of this Agreement at any time upon 3 (three) months written notice, and the Company shall be obligated to pay to the Director the compensation and expenses due up to the date of the termination. Nothing contained herein or omitted herefrom shall prevent the shareholder(s) of the Company from removing the Director in accordance with the FBCA and Federal securities laws. |
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| 8. | INDEMNIFICATION. The Company shall indemnify, defend and hold harmless the Director, to the full extent allowed by the law of the State of Florida and as provided by, or granted pursuant to, any charter provision, bylaw provision, vote of stockholders or disinterested directors or otherwise, to action in the Director’s official capacity; provided, however, that, in accordance with the FBCA and federal securities laws, such indemnification shall not apply where the Director engages in actions or omissions which involve intentional misconduct, fraud or knowing violation of law. |
| 9. | NOTICE. Any and all notices referred to herein shall be sufficient if furnished in writing at the addresses specified on the signature page hereto or, if to the Company, to the Company’s address as specified in filings made by the Company with the U.S. Securities and Exchange Commission. |
| 10. | GOVERNING LAW. This Agreement shall be interpreted in accordance with, and the rights of the parties hereto shall be determined by, the laws of the State of Florida without reference to that state’s conflicts of laws principles. |
| 11. | ASSIGNMENT. The rights and benefits of the Company under this Agreement shall be transferable, and all the covenants and agreements hereunder shall inure to the benefit of, and be enforceable by or against, its successors and assigns. The duties and obligations of the Director under this Agreement are personal and therefore the Director may not assign any right or duty under this Agreement without the prior written consent of the Company. |
| 12. | GENERAL. |
| a. | SEVERABILITY. If any provision of this Agreement shall be declared invalid or illegal, for any reason whatsoever, then, notwithstanding such invalidity or illegality, the remaining terms and provisions of this Agreement shall remain in full force and effect in the same manner as if the invalid or illegal provision had not been contained herein. | |
| b. | EFFECT OF WAIVER. The waiver by either party of the breach of any provision of this Agreement shall not operate as or be construed as a waiver of any subsequent breach thereof. | |
| c. | ARTICLE HEADINGS. The article headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. |
| d. | COUNTERPARTS. This Agreement may be executed in any number of counterparts, all of which taken together shall constitute one instrument. Facsimile execution and delivery of this Agreement is legal, valid and binding for all purposes. | |
| e. | ENTIRE AGREEMENT. Except as provided elsewhere herein, this Agreement sets forth the entire agreement of the parties with respect to its subject matter and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, employee or representative of any party to this Agreement with respect to such subject matter. |
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IN WITNESS WHEREOF, the Parties have executed this Director Agreement on the 9th of JAN 2020
| BROWNIE’S MARINE GROUP, INC. | ||
| By: | /s/ Robert Carmichael | |
| Title: | CEO | |
| JEFFREY JOSEPH GUZY | ||
| /s/ JEFFREY JOSEPH GUZY | ||
[ATTACH INSIDER TRADING GUIDELINES]
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