Hi Dan, if I am correct it was at .0138, I think he knows where we are headed.There has been no selling here either,just people buying a few here and there.they are getting shares at a great price imo.it would be nice to get back in the .03 area which does not take much buying as you know.
On March 1st, 2017 (the “Effective Date”), Brownie’s Marine Group, Inc. (the “Company”), Trebor Industries, Inc., the Company’s wholly owned subsidiary, and 940 Associates, Inc., an entity owned and controlled by the Company’s chief executive officer (the “Licensor”) entered into a Conversion Agreement (the “Agreement”). Under the Agreement the Company issued the Licensor 4,587,190 shares of restricted common stock in satisfaction of $63,303.23 (the “Past Due Amount”), which represented all past due and payable amounts to the Licensor under that certain Exclusive License Agreement (the “License Agreement”) by and between the parties as of the Effective Date. As of the date of the Agreement the Company was more than 3 months in arrears on royalty payments due under the License Agreement. The shares were issued at a price per share of $0.0138, which exceeds the closing price of the Company’s common stock as reported on the OTC Markets on the date immediately preceding the Effective Date. The Licensor licenses the trademark “Brownies Third Lung”, “Tankfill”, “Brownies Public Safety” and various other related trademarks to the Company under the License Agreement.
The shares issued to the Licensor were issued pursuant to an exemption from registration under the Securities Act of 1933, as amended, in reliance on the exemption provided by Section 3(a)(9) of that act.
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 reference.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
10.1 Conversion Agreement effective March 1st, 2017
10.2 Written consent of the board of directors of brownie’s marine group, inc.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
BROWNIE’S MARINE GROUP, INC.
Date: March 3rd, 2017
/s/ Robert Carmichael
Robert Carmichael
Chief Executive Officer
CONVERSION AGREEMENT
