Item 5. Market for Registrant’s Common Equity
Item
5.
Market
for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
The Company’s common
stock is quoted on the OTCQB tier of the OTC Markets under the symbol “BWMG”. On April 19, 2022, the closing sale
price of our common stock was $0.0425 per share.
Holders
of Common Stock
As of April 19, 2022,
the Company had approximately 391 shareholders of record.
14
Dividends
We
have not paid any dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. We intend
to retain any earnings, if any, to finance the growth of the business. We cannot assure you that we will ever pay cash dividends. Whether
we pay any cash dividends in the future will depend on our financial condition, results of operations and other factors that the board
of directors will consider.
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table provides information regarding our equity compensation plans as of December 31, 2021:
Equity
Compensation Plan Information
Plan
category
Number
of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted
average exercise price of outstanding options, warrants and rights
($)
Number
of securities remaining available for future issuance under equity compensation plans
Plans
approved by our shareholders (1)
2,125,000
.0434
22,875,000
Plans
not approved by shareholders (2)
231,003,266
.0361
-
(1)
Represents stock options granted to employees under the Equity Compensation Plan as described in Item 10 of this Annual Report. 25,000,000
shares are reserved for issuance under the Plan.
(2)
Represents (i) five-year options granted to each of Robert Carmichael, Mikkel Pitzner and Blake Carmichael to purchase an aggregate of
35,295,237 shares of common stock at $0.018 per share, (ii) a three-year option to purchase 2,000,000 shares of common stock at $0.0229
per share to Jeffrey Guzy, a former director, (iii) a three-year option to purchase 2,000,000 shares of common stock at $0.0229 per share
to Biz Launch Advisors, LLC, a formal financial consultant, (iv) a three-year option to purchase an aggregate of 125,000,000 shares of
common stock at $0.045 per share and a to Robert Carmichael, (v) a five-year option to purchase 5,434,783 shares of common stock at $0.0184
per share, a four-year option to purchase an aggregate of 30,000,000 shares of common stock at $0.0184 per share and a five year option
to purchase 2,403,846 shares of common stock at $.0401 per share to Christopher Constable (vi) a five-year option to purchase
an aggregate of 21,759,400 shares of common stock at $0.0399 per share to Blake Carmichael, (vii) a five-year option to purchase 7,110,000
shares of common stock at $0.0531 per share to Christeen Buban, President of SSI.
Recent
Sales of Unregistered Securities
Except
as set forth below, there were no sales of equity securities during the period covered by this Report that were not registered under
the Securities Act and were not previously reported in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K filed by the Company.
On
February 22, 2021, the Company issued 422,209 shares of common stock to an investor upon the conversion of a convertible note.
On
March 1, 2021, the Company issued 3,000,000 shares of common stock to a consultant for investor relation services.
On
March 25, 2021, the Company issued 27,500,000 shares of common stock to Charles Hyatt, in a private offering for proceeds of $275,000.
On
February 25, 2021, the Company issued 116,279 shares of common stock to a consultant for professional business services.
On
June 10, 2021, the Company issued 6,055,358 shares of common stock to an investor upon the conversion of a convertible note.
15
On
August 18, 2021, the Company issued 6,114,516 shares of common stock to an investor upon the conversion of a convertible note.
On
September 1, 2021, the Company issued 10,000,000 units (each unit (“Unit”) consisting of one share of common stock and a
two-year warrant to purchase one share of common stock at an exercise price of $0.025 per share) to Charles Hyatt in a private offering
for proceeds of $250,000.
On
September 1, 2021, the Company issued 600,000 Units to Grace Hyatt in a private offering for proceeds of $15,000.
On
September 20, 2021, the Company issued 4,000,000 Units to three accredited investors for aggregate proceeds of $100,000.
On September
22, 2021, the Company issued a law firm 1,190,476 shares of common stock to a law firm for legal services related to the acquisition
of SSI.
On
November 30, 2021 and December 31, 2021 the Company issued 484,330 shares of common stock and 112,676 shares of common stock,
respectively, to a consultant for dive retail advisory services provided to the Company.
On
December 31, 2021, the Company issued 763,983 shares of common stock to a vendor as compensation under an exclusivity agreement.
The
above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt
from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.
Item
6.
Reserved