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BCS

Current Report · Items 1.01, 2.03, 9.01 · 8-K

Brownie's Marine Group, Inc.

BWMGOTCEQUITYCurrent

Entry into a Material Definitive Agreement · Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item Entry 1.01 into a Material Definitive Agreement. On November 20, 2025, Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), and Charles Hyatt, a director of the Company (“Hyatt”), executed (a) a third amendment to a promissory note in the principal amount of $150,000, which was originally issued by the Company to Hyatt on November 7, 2023 (the “2023 Note”), to further extend t…

Filed Nov 20, 2025Accepted Nov 20, 2025, 5:11 PM ESTCIK 1166708Accession 0001493152-25-024488
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Company context

Current securities

Recent company filings

  1. 10-Q filingNov 4, 2026
  2. 10-Q/A filingSep 10, 2026
  3. 10-Q/A filingAug 24, 2026
  4. Non-Reliance on Previously Issued Financial Statements or a Related Audit ReportAug 24, 2026
  5. 10-Q filingAug 4, 2026

Disclosure sections

Items 1.01, 2.03, 9.01

Select an item to read the extracted section. The as-filed document remains the primary evidence.

Item 1.01Item 1.01 - Entry into Material Agreement
Item Entry 1.01 into a Material Definitive Agreement. On November 20, 2025, Brownie’s Marine Group, Inc., a Florida corporation (the “Company”), and Charles Hyatt, a director of the Company (“Hyatt”), executed (a) a third amendment to a promissory note in the principal amount of $150,000, which was originally issued by the Company to Hyatt on November 7, 2023 (the “2023 Note”), to further extend the 2023 Note’s maturity date from November 7, 2025 to May 7, 2026, and (b) a third amendment to a promissory note in the principal amount of $280,000, which was originally issued by the Company to Hyatt on February 5, 2024 (the “2024 Note”), to further extend the 2024 Note’s maturity date from November 5, 2025 to May 5, 2026. Except as specifically amended by the amendments, the terms and conditions of the 2023 Note and 2024 Note remain in full force and effect. The foregoing descriptions of the third amendments to the 2023 Note and 2024 Note are qualified in their entirety by reference to the full text of such documents, copies of which are filed hereto as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.
Item 2.03Item 2.03 - Creation of Direct Financial Obligation
Item Creation 2.03 of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.
Filed exhibits (2)
EX-4.1 (by filename) ex4-1.htm

EX-4.1 2 ex4-1.htm EX-4.1 Exhibit 4.1 AMENDMENT NO. 3 TO PROMISSORY NOTE THIS AMENDMENT NO. 3 TO PROMISSORY NOTE (this “ Amendment ”), dated as of November 20, 2025, is entered into by and between Brownie’s Marine Group, Inc., a Florida corporation (“ Borrower ” or “ Company ”), and Charles F. Hyatt, a member of the Company’s board of directors (the “ Lender ”). The Borrower and the Lender may be referred to herein individually as a “Party” and jointly as the “Parties.” W I T N E S S E T H : WHEREAS, on November 7, 2023, the Borrower issued a promissory note to the Lender in the principal amount of $150,000 (the “ Note ”), with a maturity date of May 7, 2024, to evidence a loan the Lender made to the Borrower on that date and in that amount; and WHEREAS, on November 13, 2024, the Borrower and the Lender entered into an amendment to the Note, to extend the Note’s maturity date from May 7, 2024 to May 7, 2025; and WHEREAS, on June 4, 2025, the Borrower and the Lender entered into an amendment to the Note, to extend the Note’s maturity date from May 7, 2025 to November 7, 2025; and WHEREAS, the Parties desire to amend certain terms of the Note, as set forth below. NOW, THE…

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EX-4.2 (by filename) ex4-2.htm

EX-4.2 3 ex4-2.htm EX-4.2 Exhibit 4.2 AMENDMENT NO. 3 TO PROMISSORY NOTE THIS AMENDMENT NO. 3 TO PROMISSORY NOTE (this “ Amendment ”), dated as of November 20, 2025, is entered into by and between Brownie’s Marine Group, Inc., a Florida corporation (“ Borrower ” or “ Company ”), and Charles F. Hyatt, a member of the Company’s board of directors (the “ Lender ”). The Borrower and the Lender may be referred to herein individually as a “Party” and jointly as the “Parties.” W I T N E S S E T H : WHEREAS, on February 5, 2024, the Borrower issued a promissory note to the Lender in the principal amount of $280,000 (the “ Note ”), with a maturity date of August 5, 2024, to evidence a loan the Lender made to the Borrower on that date and in that amount; and WHEREAS, on November 13, 2024, the Borrower and the Lender entered into an amendment to the Note, to extend the Note’s maturity date from August 5, 2024 to May 5, 2025; and WHEREAS, on June 4, 2025, the Borrower and the Lender entered into an amendment to the Note, to extend the Note’s maturity date from May 5, 2025 to November 5, 2025; and WHEREAS, the Parties desire to amend certain terms of the Note, as set forth below. NO…

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