BROWNIES MARINE GROUP, INC. (OTCMKTS:BWMG) Files An 8-K Unregistered Sales of Equity Securities

BROWNIES MARINE GROUP, INC. (OTCMKTS:BWMG) Files An 8-K Unregistered Sales of Equity Securities

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Item 3.02 Unregistered Sales of Equity Securities

On November 21, 2016 (the Effective Date), Brownies Marine Group,
Inc. (the Company), Trebor Industries, Inc., the Companys wholly
owned subsidiary, and 940 Associates, Inc., an entity owned and
controlled by the Companys chief executive officer (the Licensor)
entered into a Conversion Agreement (the Agreement). Under the
Agreement the Company issued the Licensor 10,000,000 shares of
restricted common stock in satisfaction of $88,850 (the
Conversion Amount) past due and payable to the Licensor under
that certain Exclusive License Agreement (the License Agreement)
by and between the parties, under which the Licensor licenses the
trademark Brownies Third Lung, Tankfill, Brownies Public Safety
and various other related trademarks to the Company. As of the
date of the Agreement the Company was more than 31 months in
arrears on royalty payments due under the License Agreement in
the aggregate amount of approximately $150,704.89 (the Past Due
Amount). In addition, under the Agreement the Licensor has agreed
to forebear on any default under the License Agreement due to the
Companys remaining Past Due Amount and future royalty payments
under the License Agreement for a period of (3) months from the
Effective Date. The shares were issued at a price per share of
$0.008885, which exceeds the closing price of the Companys common
stock as reported on the OTC Markets on the date immediately
preceding the Effective Date.

The shares issued to the Licensor were issued to an exemption
from registration under the Securities Act of 1933, as amended,
in reliance on exemptions provided by Section 3(a)(9) of that

The foregoing summary of the terms and conditions of the
Agreement do not purport to be complete and is qualified in its
entirety by reference to the full text of the Agreement attached
as an Exhibit hereto, and which is hereby incorporated herein by

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Conversion Agreement effective November 21, 2016


Brownie’s Marine Group, Inc. through its subsidiary Trebor Industries, Inc., doing business as Brownie’s Third Lung, designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and Nitrox Generation Systems, and scuba and water safety products. The Company sells its products both on a wholesale and retail basis. It offers dive-oriented products in over three categories, including Brownie’s Third Lung (low pressure hookah systems), Brownie’s Tankfill (high pressure and mixed gas systems) and Brownie’s Public Safety (first-responder/emergency personnel systems). It serves middle income boat owners, higher income yacht owners, and recreational, military and public safety divers. It offers products, including Surface Supplied Air Systems, E-Reel and Built-in Battery Systems, Brownie’s Integrated Air Systems (BIAS), Kayak Diving Hose Kits, Drop Weight Cummerbelt, Tankfill Compressors, NitroxMaker, and Rapid Entry System (RES) and HELO System.


BROWNIE’S MARINE GROUP, INC. (OTCMKTS:BWMG) closed its last trading session up +0.00130 at 0.00900 with 4,384,019 shares trading hands.

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