for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
−Removed: The Company’s common
−Removed: stock is quoted on the OTCQB tier of the OTC Markets under the symbol “BWMG”.
−Removed: On April 19, 2022, the closing sale
−Removed: price of our common stock was $0.0425 per share.
+Added: Company’s common stock is quoted on the OTCQB tier of the OTC Markets under the symbol “BWMG”.
+Added: On March 28, 2023, the
+Added: closing sale price of our common stock was $0.02395 per share.
of Common Stock
−Removed: As of April 19, 2022,
−Removed: the Company had approximately 391 shareholders of record.
+Added: of March 28, 2023, the Company had approximately 448 shareholders of record.
have not paid any dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future.
6 unchanged sentences
Compensation Plan Information
−Removed: of securities to be issued upon exercise of outstanding options, warrants and rights
−Removed: average exercise price of outstanding options, warrants and rights
−Removed: of securities remaining available for future issuance under equity compensation plans
−Removed: approved by our shareholders (1)
−Removed: not approved by shareholders (2)
+Added: Plan category
+Added: Number of securities to be issued upon exercise of outstanding options, warrants and rights
+Added: Weighted average exercise price of outstanding options, warrants and rights
+Added: Number of securities remaining available for future issuance under equity compensation plans
+Added: Plans approved by our shareholders (1)
+Added: Plans not approved by shareholders (2)
Represents stock options granted to employees under the Equity Compensation Plan as described in Item 10 of this Annual Report.
6 unchanged sentences
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
−Removed: to purchase 2,403,846 shares of common stock at $.0401 per share to Christopher Constable (vi) a five-year option to purchase
−Removed: 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
−Removed: shares of common stock at $0.0531 per share to Christeen Buban, President of SSI.
+Added: to purchase 2,403,846 shares of common stock at $.0401 per share, and a five-year option to purchase 3,968,254 at $.0252 per share to
+Added: 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
+Added: Carmichael, (vii) a five-year option to purchase 7,110,000 shares of common stock at $0.0531 per share to Christeen Buban, President
Sales of Unregistered Securities
1 unchanged sentence
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.
−Removed: February 22, 2021, the Company issued 422,209 shares of common stock to an investor upon the conversion of a convertible note.
−Removed: March 1, 2021, the Company issued 3,000,000 shares of common stock to a consultant for investor relation services.
−Removed: 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.
−Removed: February 25, 2021, the Company issued 116,279 shares of common stock to a consultant for professional business services.
−Removed: June 10, 2021, the Company issued 6,055,358 shares of common stock to an investor upon the conversion of a convertible note.
−Removed: August 18, 2021, the Company issued 6,114,516 shares of common stock to an investor upon the conversion of a convertible note.
−Removed: September 1, 2021, the Company issued 10,000,000 units (each unit (“Unit”) consisting of one share of common stock and a
−Removed: 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
−Removed: for proceeds of $250,000.
−Removed: September 1, 2021, the Company issued 600,000 Units to Grace Hyatt in a private offering for proceeds of $15,000.
−Removed: September 20, 2021, the Company issued 4,000,000 Units to three accredited investors for aggregate proceeds of $100,000.
−Removed: 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
−Removed: November 30, 2021 and December 31, 2021 the Company issued 484,330 shares of common stock and 112,676 shares of common stock,
−Removed: respectively, to a consultant for dive retail advisory services provided to the Company.
−Removed: December 31, 2021, the Company issued 763,983 shares of common stock to a vendor as compensation under an exclusivity agreement.
+Added: November 1, 2022, the Company issued 1,155,881 shares of common stock as required by the STS agreement for relating milestones reached
+Added: for sales of the Nemo and Nomad dive systems.
+Added: December 13, 2022, the Company issued 5,714,285 units to Charles F.
+Added: Hyatt, with each unit consisting of one share of common
+Added: stock and a two-year common stock purchase warrant to purchase one share of common stock at an exercise price of $0.0175 per share in
+Added: consideration of $100,000.
+Added: December 31, 2022, the Company issued 198,204 shares of common stock to the holders of convertible notes for payment of interest for
+Added: the three months ending December 31, 2022.
above issuances did not involve any underwriters, underwriting discounts or commissions, or any public offering and we believe are exempt
−Removed: from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof.
+Added: from the registration requirements of the Securities Act of 1933 by virtue of Section 4(2) thereof and/or Regulation D promulgated thereunder.
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.