Current Report Filing (8-k)
29 Junho 2023 - 1:35PM
Edgar (US Regulatory)
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0001166708
2023-06-24
2023-06-24
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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
Date
of Report (Date of earliest event reported) June 24, 2023
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 or organization) |
|
(Commission
File Number) |
|
(I.R.S.
Employer
Identification No.) |
3001
NW 25 Avenue, Suite 1, Pompano Beach, FL 33069
(Address
of principal executive offices)(Zip Code)
Registrant’s
telephone number, including area code: (954) 462-5570
(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 (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. ☐
| Item 5.02 |
Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On
June 24, 2023, Christopher Constable submitted his resignation as Chief Executive Officer of Brownie’s Marine Group, Inc., a Florida
corporation (the “Company”) effective July 7, 2023. Mr. Constable will remain a member of the Company’s Board of Directors
and in a consulting capacity until further notice. Mr. Constable’s resignation did not arise from any disagreement with the Company
on any matter relating to the Company’s operations, policies or practices.
Robert
Carmichael, the Company’s Chairman, President and Chief Financial Officer, will assume the role of Chief Executive Officer on July
7, 2023. Since April 2004, Mr. Carmichael has served as Chairman and President, and from April
2004 until November 2020, as Chief Executive Officer. Mr. Carmichael has served as Chief Financial Officer since 2017 and a director
since 2005.
Part
II, Item 13, of the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on March 30, 2023, describes
various related transactions and relationships between the Company and Mr. Carmichael.
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:
June 29, 2023 |
By: |
/s/
Robert Carmichael |
| |
|
Robert
Carmichael, Chairman, President and Chief Financial Officer |
Brownies Marine (PK) (USOTC:BWMG)
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