Item 1.01 Entry into a Material Definitive Agreement.

On September 6, 2021 and September 7, 2021, Brownie's Marine Group, Inc., a Florida corporation (the "Company"), sold 208,333 units and 8,333.333 units, respectively, for a purchase price of $0.024 per unit in private offerings pursuant to subscription agreements ("Subscription Agreements") to certain "accredited investors," as defined in Regulation D under the Securities Act of 1933, as amended (the "Securities Act"). Each unit consisted of one share of the Company's common stock, par value $0.0001 per share (the "Common Stock") and a two-year warrant (the "Warrant") to purchase one share of Common Stock at an exercise price of $0.024 per share (the "Warrant Shares") for aggregate gross proceeds to the Company of $205,000.

The Company intends to utilize the net proceeds from the sales of the units for working capital and general corporate purposes.

The Warrants are exercisable for cash only. The number of Warrant Shares to be issued upon exercise of the Warrants is subject to adjustment for subdivision or consolidation of shares and certain other corporate events.

The foregoing descriptions of the Subscription Agreement and the Warrant are not complete and are qualified in their entirety by reference to the full text of such documents, copies of which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

Item 3.02 Unregistered Sale of Equity Securities.

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

The issuances of the units, Common Stock and Warrants were, and, upon exercise of the Warrants, the issuances of the Warrants Shares will be, exempt from registration under Section 4(a)(2) and/or Rule 506(b) of Regulation D as promulgated by the Securities and Exchange Commission under of the Securities Act, as transactions by an issuer not involving any public offering.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.



Exhibit No.   Description

   10.1         Form of Subscription Agreement
   10.2         Form of Warrant
    104       Cover Page Interactive Data File (embedded within the Inline XBRL document)

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