8-K

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) December 21, 2018

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))

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 7.01 Regulation FD Disclosure.

On December 21, 2018, Brownie’s Marine Group, Inc. issued a press release. 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.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

		Incorporated by Reference			Filed or
No.	Exhibit Description	Form	Date Filed	Number	Furnished Herewith
99.1	Press Release dated December 21, 2018				Furnished

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 21, 2018	By:	/s/ Robert Carmichael
		Robert Carmichael, Chief Executive Officer

EX-99.1

Exhibit 99.1

For Immediate Release

Brownie’s Marine Significantly Improves Its Balance Sheet and Liquidity Through the Conversion of Convertible Debt to Equity

Conversion by the Company’s Largest Debtor Signals Support for the Company’s Future Growth Plans

Pompano Beach, Fl. Florida November 28, 2018 – Brownie’s Marine Group, Inc. (OTCBB :BWMG) a leading developer, manufacturer and distributor of highly specialized dive and safety products announced this week that on November 15, 2018 it had entered into a note conversion agreement with Joe Perez, who converted $526,000 of principal and accrued interest due into 50,000,000 shares of common stock. Conversion by the Company’s largest debtor signals support for BMG’s future growth plans.

The shares issued to Mr. Perez are restricted subject to Rule 144 and the selling limitations of 144.

After the conversion, Mr. Perez will own approximately 32% of the Company’s outstanding shares of common stock, and will have approximately 19% of the voting shares entitled to vote on matters submitted to a vote of our shareholders. Also as a result of the conversion, Mr. Robert M. Carmichael, Brownie’s Chief Executive Officer, will own approximately 47% of our outstanding voting securities.

As a result of the conversion, BMG will record a non-cash loss on this conversion of debt of approximately $249,000 and increase its equity by approximately $526,000 during the quarter ending December 31, 2018.

Robert Carmichael, Brownie’s Chairman and CEO stated, “We are very pleased that Joe Perez, a longtime shareholder and supporter of the company has chosen to convert his debt into Brownie’s stock. Not only does it substantially improve our balance sheet, current ratio, liquidity and stockholders equity; but it also sends a tremendous vote of confidence by our largest shareholder that Brownie’s is on the right track going forward.

Mr. Carmichael continued, “One of the deciding factors in Joe Perez’s decision to convert is the progress we are making with the company in general and the new BLU3 product line. The recent successful Kickstarter campaign for Nemo by BLU3 is a significant validation of the market potential for super compact shallow water diving systems.

About Brownie’s 

Brownie’s Marine Group, Inc. (OTC: BWMG), a Florida corporation founded in 1981, is the parent company to an innovative family of six brands with a unique concentration on the diving industry. BMG designs, tests, manufactures and distributes surface supplied air diving systems, scuba air compressors, nitrox generation systems, and water safety products in the United States and internationally. It also develops, manufactures, and sells high pressure air and industrial gas compressor packages for uses in the dive, fire, CNG, military, scientific, recreational and aerospace industries. The company sells its products on wholesale basis to retail dive stores, marine stores, and shipyards; and retails its products to boat owners, recreational divers, and commercial divers, as well as through the Internet. BMG is headquartered in Pompano Beach, Florida and employs 18 full-time staff. For more information, visit: browniesmarinegroup.com

Safe Harbor 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. 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.