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  4. [8-K] Brownie's Marine Group, Inc Reports Material Event

Brownie’s Marine Group (BWMG) acquires Sunrise Paddleboards assets using stock

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Brownie’s Marine Group, Inc. entered into a material definitive agreement under which its wholly owned subsidiary, Live Blue, Inc., acquired substantially all assets and certain liabilities of Sunrise Paddleboards LLC, a paddleboarding and kayaking experiences business.

As consideration, the company issued 42,000,000 shares of common stock at $0.0044 per share to Sunrise Paddleboards’ sole member, based on the June 30, 2026 OTC Markets closing price. The stock issuance was made as an unregistered, private transaction under Section 4(a)(2) of the Securities Act as a non-public offering.

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Insights

Brownie’s Marine Group is using stock to buy a paddle sports business.

Brownie’s Marine Group had its subsidiary Live Blue acquire substantially all assets and certain liabilities of Sunrise Paddleboards, which operates paddleboard and kayak rentals, tours, retail, and training. This expands Brownie’s presence into experiential water sports services.

Instead of paying cash, the company issued 42,000,000 common shares valued at $0.0044 per share, tying the purchase price directly to its market stock price. The deal structure avoids immediate cash outlay but increases the share count.

The issuance was completed as an unregistered private offering under Section 4(a)(2) of the Securities Act, which limits the transaction to non-public investors. Future disclosures in periodic reports may clarify how the acquired operations affect revenue mix and profitability.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Consideration shares 42,000,000 shares Common stock issued as consideration for Sunrise Paddleboards assets
Share valuation price $0.0044 per share Based on June 30, 2026 OTC Markets closing price
Securities Act exemption Section 4(a)(2) Unregistered sale as transaction by an issuer not involving any public offering
Agreement date July 1, 2026 Date of Asset Purchase Agreement execution and closing
Material Definitive Agreement regulatory
"Item 1.01 Entry into a Material Definitive Agreement."
A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.
Asset Purchase Agreement financial
"executed and consummated the transactions contemplated by an asset purchase agreement"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
Unregistered Sales of Equity Securities regulatory
"Item 3.02 Unregistered Sales of Equity Securities."
Section 4(a)(2) regulatory
"exempt from registration under Section 4(a)(2) as promulgated by the Securities and Exchange Commission"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
Emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →

FAQ

What transaction did Brownie’s Marine Group (BWMG) announce in this 8-K?
Brownie’s Marine Group reported that its subsidiary Live Blue acquired substantially all assets and certain liabilities of Sunrise Paddleboards LLC. Sunrise operates paddleboard and kayak rentals, tours, retail, and training, adding an experiential water-sports business to Brownie’s portfolio.

How many shares did Brownie’s Marine Group (BWMG) issue for the Sunrise Paddleboards acquisition?
The company issued 42,000,000 shares of its common stock as consideration. These shares were valued at $0.0044 per share, based on the June 30, 2026 OTC Markets closing price, and were issued directly to Sunrise Paddleboards’ sole member.

What type of securities offering did Brownie’s Marine Group (BWMG) use for this deal?
The share issuance was an unregistered offering under Section 4(a)(2) of the Securities Act. That exemption applies to transactions by an issuer not involving a public offering, meaning the consideration shares were placed privately with the Sunrise Paddleboards member.

Which Brownie’s Marine Group (BWMG) subsidiary acquired the Sunrise Paddleboards assets?
The acquiring entity was Live Blue, Inc., a Florida corporation and wholly owned subsidiary of Brownie’s Marine Group. Live Blue acquired substantially all of Sunrise Paddleboards’ assets and assumed certain related liabilities as outlined in the asset purchase agreement.

What does Sunrise Paddleboards’ business include after the Brownie’s Marine Group (BWMG) deal?
Sunrise Paddleboards’ business focuses on paddleboarding and kayaking experiences. Its operations include paddleboard rental, guided tours, retail sales, and training services, which now align with Brownie’s broader marine and water-related activities through Live Blue.

Where can investors find the full terms of Brownie’s Marine Group’s (BWMG) asset purchase agreement?
The full asset purchase agreement is filed as Exhibit 10.1 to the report. The company notes that schedules were omitted under Regulation S-K, but any omitted schedule can be provided to the Securities and Exchange Commission upon request.
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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): July 1, 2026

 

 

BROWNIE’S MARINE GROUP, INC.

(Exact name of registrant as specified in its charter)

 

Florida

(State or other

jurisdiction of incorporation)

  

333-99393

(Commission

File Number)

  

90-0226181

(I.R.S. Employer

Identification No.)

 

4061 SW 47th Avenue, Davie, Florida

(Address of principal executive offices)

  

33314

(Zip Code)

 

Registrant’s telephone number, including area code: (954) 462-5570

 

(Former name or former address, if changed since last report.)
N/A

 

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   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined 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 check mark 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. ☐

 

 

 

 

 

 

Section 1 Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

 

On July 1, 2026, Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), executed and consummated the transactions contemplated by an asset purchase agreement (the “Asset Purchase Agreement”) by and among Sunrise Paddleboards LLC, a Florida limited liability company (“Sunrise Paddleboards”), Brian Galton, the sole member of Sunrise Paddleboards (the “LLC Member”), the Company and Live Blue, Inc., a Florida corporation and a wholly-owned subsidiary of the Company (“Live Blue”). Pursuant to the terms of the Asset Purchase Agreement, Live Blue acquired substantially all of Sunrise Paddleboards’ assets and assumed certain liabilities of the business associated with these assets. Sunrise Paddleboards is in the business of providing paddleboarding and kayaking experiences, including paddleboard rental, tour, retail and training.

 

In consideration for the assets purchased, the Company issued 42,000,000 shares of its common stock, par value $0.0001 per share (the “Consideration Shares”) to the LLC Member at a price of $0.0044 per share, based upon the closing price of the Company’s common stock on the OTC Markets on June 30, 2026.

 

The foregoing description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

Section 3 Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

 

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

 

The issuance of the Consideration Shares is exempt from registration under Section 4(a)(2) as promulgated by the Securities and Exchange Commission under of the Securities Act of 1933, as amended (the “Act”), as a transaction by an issuer not involving any public offering.

 

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
     
10.1*   Asset Purchase Agreement, dated July 1, 2026, by and among Brownie’s Marine Group, Inc., Live Blue, Inc., Sunrise Paddleboards LLC and Brian Galton
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

* The schedules to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

 

 

 

 

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: July 8, 2026 By: /s/ Robert Carmichael
  Name: Robert Carmichael
  Title: Chief Executive Officer

 

 

 

Source: View Original Filing on SEC EDGAR

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