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 March 28, 2023, the
closing sale price of our common stock was $0.02395 per share.
Holders
of Common Stock
As
of March 28, 2023, the Company had approximately 448 shareholders of record.
Dividends
We
have not paid any dividends on our common stock and do not anticipate paying any cash dividends in the foreseeable future. We intend
to retain any earnings, if any, to finance the growth of the business. We cannot assure you that we will ever pay cash dividends. Whether
we pay any cash dividends in the future will depend on our financial condition, results of operations and other factors that the board
of directors will consider.
Securities
Authorized for Issuance under Equity Compensation Plans
The
following table provides information regarding our equity compensation plans as of December 31, 2022:
Equity
Compensation Plan Information
Plan category
Number of securities to be issued upon exercise of outstanding options, warrants and rights
Weighted average exercise price of outstanding options, warrants and rights
($)
Number of securities remaining available for future issuance under equity compensation plans
Plans approved by our shareholders (1)
3,467,647
.0400
21,532,353
Plans not approved by shareholders (2)
234,971,520
.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, and a five-year option to purchase 3,968,254 at $.0252 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.
17
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
November 1, 2022, the Company issued 1,155,881 shares of common stock as required by the STS agreement for relating milestones reached
for sales of the Nemo and Nomad dive systems.
On
December 13, 2022, the Company issued 5,714,285 units to Charles F. Hyatt, with each unit consisting of one share of common
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
consideration of $100,000.
On
December 31, 2022, the Company issued 198,204 shares of common stock to the holders of convertible notes for payment of interest for
the three months ending December 31, 2022.
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 and/or Regulation D promulgated thereunder.
Item
6.
Reserved
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.