Current Report Filing (8-k)
August 08 2017 - 1:07PM
Edgar (US Regulatory)
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)
August 1, 2017
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)
|
|
(I.R.S.
Employer
Identification No.)
|
3001
NW 25
th
Avenue, Suite 1, Pompano Beach, Florida 33069
(Address
of Principal Executive Office) (Zip Code)
(954)
462-5570
(Registrant’s
telephone number, including area code)
(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))
|
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
3.02
|
Unregistered
Sale of Equity Securities.
|
As
set forth in Item 8.01 of this report, effective August 1, 2017 Brownie’s Marine Group, Inc. (the “Company”)
issued Mr. Wesley P. Siebenthal 2,000,000 shares of its common stock valued at $25,000 as compensation under the terms of the
Advisory Agreement. Mr. Siebenthal is an accredited or otherwise sophisticated investor who had access to business and financial
information on the Company. The issuance of the shares is exempt from registration under the Securities Act of 1933, as amended
(the “Securities Act”), in reliance on an exemption provided by Section 4(a)(2) of such act.
As
also set forth in Item 8.01 of this report, effective August 1, 2017 the Company issued Mr. Blake Carmichael 2,000,000 shares
of its common stock valued at $25,000 as compensation under the terms of an employment agreement. Mr. Carmichael is an accredited
or otherwise sophisticated investor who had access to business and financial information on the Company. The issuance of the shares
is exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of such act.
As
set forth in Item 5.02 of this report, effective August 1, 2017 the Company issued Mr. Mikkel Pitzner 2,000,000 shares of its
common stock valued at $25,000 as compensation for his services as a director. Mr. Pitzner is an accredited investor and the issuance
of the shares is exempt from registration under the Securities Act in reliance on an exemption provided by Section 4(a)(2) of
such act.
Effective
August 1, 2017, the board of directors issued Mr. Robert Carmichael, the Company’s chief executive officer, chief financial
officer and member of the Company’s board of directors, 2,000,000 shares of restricted common stock valued at $25,000 in
consideration of serving on the Company’s board of directors. Mr. Carmichael is an accredited investor and the shares issued
to him pursuant to the exemption from registration provided by Section 4(a)(2) of the Securities Act.
Item
5.02
|
Departure
of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Effective
August 1, 2017, Mikkel Pitzner, 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 a vacancy on the board. Mr. Pitzner 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.
Mikkel
Pitzner, age 49, previously served on the Company’s board of directors from December 2010 through January 2016. During the
years 1996 - 2010, Mr. Pitzner has served as chief executive officer of Copenhagen Limousine Service, a corporate limousine service
company based in Denmark. During the years of 2001-2010 he has served as chief executive officer of The Private Car Company, also
a corporate transportation company located in Denmark. Since 2007, he has been a partner and board member with FT Group Holding,
an advertising company based in Denmark, with operations in Denmark, Sweden, Norway, Finland, Germany and Poland. From 2003 through
2005 he owned and operated Halcyon Denmark, an importer and distributor of Halcyon diving products. The Company’s chief
executive officer is an affiliate of Halcyon Manufacturing, Inc. During the years of 2006-2013 he also served on the board of
directors of VMC Pitzner, AGJ Pitzner, SMCE Pitzner, Corona Pitzner, construction companies in Denmark. Currently, Mr. Pitzner
consults small to medium sized businesses of any industry as a turn around business consultant. Mr. Pitzner was selected as a
director for his general business management with specific experience in diving industry.
Pursuant
to an independent director agreement, the Company has agreed to pay Mr. Pitzner an annual fee of $6,000 and has issued Mr. Pitzner
2,000,000 shares of restricted common stock valued at $25,000. A copy of the independent director agreement is incorporated herein
by reference and is filed as Exhibit 10.1 to this Form 8-K. The description of the transactions contemplated by the agreement
set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit
filed herewith and incorporated by this reference.
Effective
August 1, 2017 the Company entered into an Advisory Agreement with Wesley P. Siebenthal to provide certain advisory services to
the Company and serve as its Chief Technology Advisor. Under the terms of the six month agreement, the services to be provided
to the Company by Mr. Siebenthal include researching, designing, and building prototype(s) and managing production tooling for
modification to current products and new products under consideration at the Company. As compensation for the services, the Company
issued him 2,000,000 shares of its common stock. The Advisory Agreement may be terminated by either party upon 30 days notice
in the event of a breach, and contains customary confidentiality and invention assignment provisions. The foregoing description
of the terms and conditions of the Advisory Agreement is qualified in its entirety by reference to the full text of the agreement
which is filed as Exhibit 10.2 to this report.
On
August 1, 2017, the Company entered into a six month employment agreement with Blake Carmichael, the son of the Company’s
chief executive officer and an electrical engineer, to serve as the Company’s products development manager, electrical engineer
and marketing team member. Under the terms of the employment agreement, in addition to a monthly salary of $3,600.00, the Company
issued Mr. Carmichael 2,000,000 shares of common stock. Mr. Carmichael is also entitled to performance bonuses at the discretion
of the board of directors. The employment agreement automatically terminates in the event of his death or disability, may be terminated
by the Company with or without cause (as defined in the agreement) or by the employee without cause. In the event of a termination
by the Company for cause or by the employee, he is not entitled to any additional compensation after the date of termination.
In the event of a termination by the Company without cause, he is entitled to receive his salary through the term of the agreement.
The employment agreement contains customary confidentiality, non-compete, non-solicitation and invention assignment provisions.
Item
9.01
|
Financial
Statements and Exhibits.
|
(d)
Exhibits.
Exhibit
No.
|
|
Description
|
|
|
|
10.1
|
|
Independent
Director Agreement effective August 1, 2017.
|
|
|
|
10.2
|
|
Advisory
Agreement with Wesley P. Siebenthal effective August 1, 2017.
|
SIGNATURE
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: August 7, 2017
|
/s/ Robert Carmichael
|
|
Robert Carmichael, Chief Executive Officer
|
Brownies Marine (PK) (USOTC:BWMG)
Historical Stock Chart
From Apr 2024 to May 2024
Brownies Marine (PK) (USOTC:BWMG)
Historical Stock Chart
From May 2023 to May 2024