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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) August 14, 2026
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.) |
| 4061
SW 47th Avenue, Davie, Florida |
|
33314 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
(Registrant’s
telephone number, including area code): (954) 462-5570
N/A
(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)) |
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 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
4.02 Non-Reliance on Previously issued Financial Statements or a Related Audit Report of Completed Interim Review.
On
August 14, 2026, the board of directors (the “Board”) of Brownie’s Marine Group, Inc. (the “Company”),
in consultation with management, determined that the Company’s unaudited consolidated financial statements for the three and six
months ended June 30, 2026, included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with
the Securities and Exchange Commission (“SEC”) on August 4, 2026 (the “Form 10-Q”) should no longer be relied
upon due to accounting and financial reporting errors identified subsequent to the filing in those financial statements.
The
principal error resulted from the use of financial information from an incorrect reporting year in preparing the results for the three
months ended June 30, 2026. As a result, certain amounts presented for the three-month reporting period did not accurately reflect the
Company’s financial results for the applicable 2026 period. The error was subsequently identified by Company management through
its internal review of the filed financial information. The error was due to deficiencies in the Company’s period-end close and
reconciliation controls. Upon identifying that the reported results were inconsistent with management’s understanding of the Company’s
operating performance for the period, management initiated a further review and reconciliation of the underlying financial information
and promptly commenced corrective action. That review identified errors affecting revenue, gross profit, gross profit margin, operating
results, other income and net income for the three months ended June 30, 2026, requiring restatement of the affected financial statements
and related disclosures.
The
principal adjustments reflected in the restatement include:
| |
1. |
Correction
of the Company’s reported operating results for the three months ended June 30, 2026, from a loss of $151,080 to income of
$22,716; |
| |
2. |
Correction
of reported net income from $580,542 to $218,658; |
| |
3. |
Correction
of an out-of-period related-party interest adjustment. Total interest expense was recorded in 2026, although it should have been
accrued beginning in 2023. Management has analyzed the impact and concluded that the adjustment is not material. This error arose
due to deficiencies in the Company’s period end close and reconciliation, and |
| |
4. |
Correction
of the equity roll forward to properly reflect the applicable 2025 and 2026 periods. |
The Company intends to file an amendment to the Form 10-Q (the “Amended
Report”) to restate the affected unaudited condensed financial statements and related disclosures in the Form 10-Q. Until the Amended
Report is filed, investors and others should no longer rely upon the affected financial statements contained in the original Form 10-Q.
As
previously disclosed, the Company has identified material weaknesses in its internal control over financial reporting and has concluded
that its internal control over financial reporting and disclosure controls and procedures were not effective as of June 30, 2026. The
Company believes that weaknesses specifically in period-end close and reconciliation procedures, contributed to the error requiring the
restatement.
Management,
under the oversight of the Board, is in the process of implementing remediation measures intended to strengthen the Company’s financial
reporting and disclosure controls. These measures include:
| |
● |
Enhancing
management and Board-level review of quarterly and annual financial statements and SEC filings; |
| |
● |
Strengthening period-end close, reconciliation and verification procedures,
including procedures specifically designed to confirm that financial information corresponds to the correct reporting period and fiscal
year; |
| |
● |
Establishing additional review checkpoints intended to compare reported financial
results with underlying accounting records and management’s understanding of actual operating performance; |
| |
● |
Implementing technology-assisted financial review procedures, including AI-enabled
analytical testing, as a supplemental control designed to identify period inconsistencies, mathematical discrepancies, unusual variances,
internal inconsistencies and other potential reporting anomalies for further human review; |
| |
● |
Requiring that exceptions or inconsistencies identified through these procedures
be investigated and resolved prior to authorization of applicable SEC filings; |
| |
● |
Evaluating the Company’s accounting and financial-reporting organizational
structure, including the qualifications, responsibilities and resources necessary to support the Company’s SEC reporting obligations;
and |
| |
● |
Implementing personnel and responsibility changes within the Company’s
financial reporting function designed to strengthen technical accounting capability, accountability, review and segregation of
responsibilities and to address identified sources of the reporting errors. |
The
Company expects these remediation efforts to continue as management and the Board evaluate the Company’s financial reporting
personnel, processes, systems and controls. There can be no assurance that these measures will fully remediate the Company’s material
weaknesses or prevent future material misstatements, and the Company may implement additional measures as its evaluation continues.
The
Company’s management and the Board have discussed the foregoing matters with Bush & Associates, CPA, the Company’s independent
registered public accounting firm. Bush and Associates, CPA has been informed and concurs with management’s conclusion regarding
non-reliance on the previously issued financial statements.
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:
August 24, 2026 |
By: |
/s/
Robert Carmichael |
| |
|
Robert
Carmichael |
| |
|
Chief
Executive Officer |