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

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:

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).

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. [  ]

On November 15, 2018 Brownie’s Marine Group, Inc. entered into a Note Conversion Agreement with Joe Perez (the “ Noteholder ”) pursuant to which the Noteholder converted $526,000 of principal and accrued interest due him by us under the terms of a 10% unsecured convertible debenture dated May 3, 2011 (the “ Note ”) into 50,000,000 shares of our common stock (the “ Conversion Shares ”) in full satisfaction of such obligation. The Conversion Shares represent approximately 32% of our outstanding shares of common stock, giving effect to such issuance, and approximately 19% of shares entitled to vote on matters submitted to a vote of our shareholders. The issuance of the Conversion Shares, however, will not result in a change of control of our company as a result of the shares of our common stock and super-voting Series A Convertible Preferred Stock held by Mr. Robert M. Carmichael, an executive officer and member of our board of directors, who controls approximately 47% of our outstanding voting securities. We expect to record a loss on this conversion of this debt of approximately $249,000 during the quarter ending December 31, 2018.

The issuance of the Conversion Shares to the Noteholder, who is an accredited investor, was exempt from registration under the Securities Act of 1933, as amended, in reliance on exemptions provided by Sections 3(a)(9) and 4(a)(2) of such act.

The foregoing description of the terms and conditions of the Note and the Note Conversion Agreement are qualified in their entirety by reference to the documents, copies of which are filed as Exhibits 4.3 and 10.12, respectively, to this report.