UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of ~~the~~The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~July 241, ~~2025~~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.)

(Exact name of registrant as specified in its charter)

4061 SW 47th Avenue, Davie, Florida		33314
(Address of principal executive offices)		(Zip Code)

Florida

(State or other

jurisdiction of incorporation)

333-99393

(Commission

File Number)

90-0226181

(I.R.S. Employer

Identification No.)

~~(Registrant’s telephone~~4061 ~~number~~SW 47th Avenue, ~~including~~Davie, ~~area~~Florida ~~code~~(Address of principal executive offices): 33314 (~~954)~~Zip ~~462-5570~~Code)

~~N/A~~Registrant’s telephone number, including area code: (954) 462-5570

(Former name or former address, if changed since last report.) N/A

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 (see General Instruction A.2. below):

☐	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~~check mark 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~~Section 1 ~~3.02~~Registrant’s ~~Unregistered~~Business ~~Sales~~and ~~of Equity Securities.~~Operations

OnItem ~~November 24, 2025, Brownie’s Marine Group, Inc~~1.,01 Entry ainto Florida corporation (the “Company”), issued 24,722,222 shares of its common stock, par value $0.0001 per share (“Common Stock”), to Robert Carmichael, the Company’s chief executive officer and a ~~director,~~Material ~~and~~Definitive 23,400,000 shares of Common Stock to Charles Hyatt, a director, in lieu of a cash payment of $133,500 and $117,000, respectively, as accrued compensation for their service on the board of directors of the CompanyAgreement.

~~Such~~On July ~~shares~~1, ~~are~~2026, ~~exempt~~Brownie’s ~~from~~Marine ~~registration~~Group, ~~under~~Inc., ~~the Securities~~a ~~Act~~Florida ofcorporation ~~1933~~(the “Company”), asexecuted ~~amended,~~and inconsummated ~~reliance~~the ~~upon~~transactions contemplated by an ~~exemption~~asset ~~from~~purchase ~~registration~~agreement ~~provided~~(the “Asset Purchase Agreement”) by ~~Section~~and 4(among Sunrise Paddleboards LLC, a Florida limited liability company (“Sunrise Paddleboards”), Brian Galton, the sole member of Sunrise Paddleboards (2the “LLC Member”), ~~thereof~~the Company and Live Blue, Inc., a Florida corporation and a wholly-owned subsidiary of the Company (“Live Blue”). Pursuant to the terms of the Asset Purchase Agreement, Live Blue acquired substantially all of Sunrise Paddleboards’ assets and assumed certain liabilities of the business associated with these assets. Sunrise Paddleboards is in the business of providing paddleboarding and kayaking experiences, including paddleboard rental, tour, retail and training.

~~Item~~In consideration ~~5.02~~for ~~Departure~~the ofassets ~~Directors~~purchased, orthe ~~Certain~~Company ~~Officers;~~issued ~~Election~~42,000,000 shares of ~~Directors;~~its ~~Appointment~~common stock, par value $0.0001 per share (the “Consideration Shares”) to the LLC Member at a price of ~~Certain~~$0.0044 ~~Officers;~~per ~~Compensatory~~share, ~~Arrangements~~based upon the closing price of ~~Certain~~the ~~Officers~~Company’s common stock on the OTC Markets on June 30, 2026.

~~Reference~~The foregoing description of the Asset Purchase Agreement is ~~made~~not complete and is qualified in its entirety by reference to the ~~disclosure~~full text ~~set~~of ~~forth~~the ~~under~~Asset ~~Item~~Purchase ~~3.02~~Agreement ~~above~~attached ~~with~~hereto ~~respect~~as toExhibit Mr10.1 ~~Carmichael,~~and ~~which disclosure is~~ incorporated herein by reference.

~~SIGNATURES~~Section 3 Securities and Trading Markets

~~Pursuant~~Item to3.02 ~~the~~Unregistered ~~requirements~~Sales of ~~the~~Equity 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: December 1, 2025	By:	/s/ Robert Carmichael
		Robert Carmichael
		Chief Executive Officer

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

The issuance of the Consideration Shares is exempt from registration under Section 4(a)(2) as promulgated by the Securities and Exchange Commission under of the Securities Act of 1933, as amended (the “Act”), as a transaction by an issuer not involving any public offering.

Section 9 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit No.		Description

10.1*		Asset Purchase Agreement, dated July 1, 2026, by and among Brownie’s Marine Group, Inc., Live Blue, Inc., Sunrise Paddleboards LLC and Brian Galton

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* The schedules to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request.

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: July 8, 2026	By:	/s/ Robert Carmichael
	Name:	Robert Carmichael
	Title:	Chief Executive Officer

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