8-K
Brownie's Marine Group, Inc (BWMG)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Dateof Report (Date of earliest event reported) November 23, 2021
Brownie’sMarine Group, Inc.
(Exactname of registrant as specified in its charter)
| Florida | 333-99393 | 90-0226181 |
|---|---|---|
| (State or other jurisdiction of incorporation or organization) | (Commission<br><br> <br>File Number) | (I.R.S. Employer<br><br> <br>Identification No.) |
3001NW 25 Avenue, Suite 1, Pompano Beach, FL 33069
(Addressof principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (954) 462-5570
(Formername 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 (see General Instruction A.2. below):
| ☐ | 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 | not applicable | not applicable |
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. ☐
Item7.01 Regulation FD.
On January 21, 2021, Brownie’s Marine Group, Inc. issued a press release discussing its preliminary revenue results for the Fourth Quarter and Fiscal Year end, 2021. A copy of this press release is furnished as Exhibit 99.1 to this report.
Pursuant to General Instruction B.2 of Form 8-K, the information in this Item 7.01 of Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise be subject to the liabilities of that section, nor is it incorporated by reference into any filing of Brownie’s Marine Group, Inc. under the Securities Act of 1933 or the Securities Exchange Act of 1934, whether made before or after the date hereof, regardless of any general incorporation language in such filing.
Item9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Incorporated by Reference | Filed or Furnished | ||||
|---|---|---|---|---|---|
| No. | Exhibit Description | Form | Date Filed | Number | Herewith |
| 99.1 | Press Release dated January 21, 2022 | Furnished | |||
| 104 | Cover Page Interactive Data File (embedded within the<br> 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: January 21, 2022 | By: | /s/ Christopher Constable |
| Christopher Constable, Chief Executive Officer |
Exhibit 99.1
Brownie’sMarine Group Preannounces Record FY-2021 Revenue of $6.122 Million, Up 52%
Pompano Beach, Florida – January 21, 2022 – Brownie’s Marine Group, Inc. (OTCQB: BWMG), (“BWMG” or the “Company”), a leading developer, manufacturer and distributor of tankless dive equipment, redundant air tank systems and high-pressure air and industrial compressors, today announced certain preliminary unaudited financial results for the Q4-2021 and FY-2021.
| ● | The company expects Q4-2021<br> total revenue of approximately $1.900 million, up 104.3% compared with $0.930 million in Q4-2021. |
|---|---|
| ● | The company expects FY-2021<br> total core revenue of approximately $6.122 million, up 52.5% compared with $4.016 million in core revenue for FY-2020. (FY-2020 core revenue is calculated with the removal of a one-time sale of the BLU3 ventilator program to the U.S. Military for $570,060 during FY-2020). |
“We continue to grow revenues throughout all of our business divisions, and especially in the sales of Blu3, Inc.’s Nomad and Nemo recreational units,” said Chris Constable, CEO of Brownie’s Marine Group, Inc. “When we announce our fully audited year-end numbers later in March, we’ll go into further details of the different business units and margins, but for now, we wanted to share with our shareholders the good news about the overall sales numbers.”
“I am proud of our team for pushing ahead in what has been a challenging operating environment for everyone in regard to the various supply chain and logistics issues,” said Robert Carmichael, Chairman of Brownie’s Marine Group, Inc. “We look forward to a prosperous FY-2022 in what will hopefully be a less volatile business environment.”
AboutBrownie’s Marine Group
Brownie’s Marine Group, Inc., owns and operates a portfolio of companies with a concentration in the industrial, and recreational diving industry. The Company, together with its subsidiaries, designs, tests, manufactures, and distributes recreational hookah diving, yacht-based scuba air compressors and nitrox generation systems, and scuba and water safety products in the United States and internationally. The Company has three subsidiaries: Brownie’s Third Lung; BLU3, Inc.; and LW Americas. The Company is headquartered in Pompano Beach, Florida.
For more information, visit: www.BrowniesMarineGroup.com.
SafeHarbor Statement
This press release may contain forward looking statements which are based on current expectations, forecasts, and assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially from those anticipated or expected. Actual results and the timing of certain events could differ materially from those projected in or contemplated by the forward-looking statements due to a number of factors. Stockholders and potential investors should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements in this report are reasonable, we cannot assure stockholders and potential investors that these plans, intentions or expectations will be achieved. These forward-looking statements are not guarantees of future performance and are subject to risks, uncertainties, and other factors, some of which are beyond our control and difficult to predict and could cause actual results to differ materially from those expressed or forecasted in the forward-looking statements. Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise. You are urged to carefully review and consider any cautionary statements and other disclosures, including the statements made under the heading “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as filed with the Securities and Exchange Commission (the “SEC”) on March 31, 2021, and our other periodic and quarterly filings with the SEC.
Source: Brownie’s Marine Group, Inc.
Contact Information: (954)-462-5570
investors@browniesmarinegroup.com
Investor Relations: Hayden IR
Contact: Brett Maas (646) 536-7331
brett@haydenir.com