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 15, 2015
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 25 th Avenue, Suite 1, Pompano Beach, Florida | 33069 | |
| (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)) |
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
Effective December 15, 2015 the Company filed an amendment to its articles of incorporation with the Florida Secretary of State decreasing its authorized common stock from five billion (5,000,000,000) shares of common stock to one billion (1,000,000,000) shares of common stock. The amendment was approved by the Company’s board of directors and stockholders pursuant to a unanimous written consent of the board of directors and majority written consent of the holders of a majority of the Company’s outstanding voting capital stock dated December 9, 2015.
A copy of the amendment to the certificate of incorporation, as filed with the Florida Secretary of State, is filed as an exhibit to this Current Report on Form 8-K.
| Item 5.07. | Submission of Matter to a Vote of Security Holders. |
The information required by this Item 5.07 is set forth in Item 5.03 above, which is incorporated by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit
|
Description |
|
| 3.5 | Articles of Amendment, as filed by Brownie’s Marine Group, Inc. with the Secretary of State of the State of Florida |
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. | |||
| By: | /s/ Robert Carmichael | ||
|
Robert Carmichael
Chief Executive Officer |
|||
Date: December 16, 2015
Exhibit 3.5
ARTICLES
OF AMENDMENT TO THE ARTICLES OF INCORPORATION OF
brownie’s marine group, inc.
Pursuant to Section 607.1006 of the Florida Business Corporation Act, the undersigned, being the President of BROWNIE’S MARINE GROUP, INC., a Florida corporation (the “Corporation”), bearing Document Number P15000080495, does hereby submit these Articles of Amendment for the purpose of amending the Corporation’s Articles of Incorporation as follows:
FIRST: Article IV, Section A of the Corporation’s Articles of Incorporation shall be deleted in its entirety and replaced with the following:
“ARTICLE IV
A. Capital Stock . The maximum number of shares that this Corporation shall be authorized to issue and have outstanding at any one time shall be One Billion (1,000,000,000) shares of Common Stock, par value $.0001 per share and Ten Million (10,000,000) shares of Preferred Stock, par value $.01 per share.
Classes and series of the Preferred Stock may be created and issued from time to time, with such designations, preferences, conversion rights, cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions providing for the creation and issuance of such classes or series of Preferred Stock as adopted by the Board of Directors.
The Corporation shall be authorized and empowered to issue shares of one class or series of the Corporation’s Capital Stock as dividends on shares of a different class or series of its Capital Stock.”
SECOND: The foregoing amendment was adopted by the board of directors by unanimous written consent in lieu of a meeting of the board of directors held dated December 9, 2015 and by written consent of the holders of a majority of the Corporation’s issued and outstanding capital stock, voting together as a single class, of the Corporation dated December 9, 2015. Therefore, the number of votes cast for the Amendment to the Corporation's Articles of Incorporation was sufficient for approval.
IN WITNESS WHEREOF, the undersigned has executed these Articles of Amendment on December 9, 2015.
| /s/ Robert Carmichael |
| Robert Carmichael, President |