7 unchanged sentences
(“LBI”), a Florida corporation.
−Removed: Company, through its wholly owned subsidiaries, designs, tests, manufactures and distributes tankless dive systems, rescue air systems
−Removed: and yacht-based self-contained underwater breathing apparatus (“SCUBA”) air compressor and nitrox generation fill systems
−Removed: and acts as the exclusive distributor in North and South America for Lenhardt & Wagner GmbH (“L&W”) compressors in
−Removed: the high-pressure breathing air and industrial gas markets.
−Removed: The Company is also the exclusive United States and Caribbean distributor
−Removed: for Chrysalis Trading CC, a South African manufacturer of fitness and dive equipment, which is doing business as Bright Weights (“Bright
−Removed: Weights”), of a dive ballast system produced in South Africa.
−Removed: September 3, 2021, the Company, entered into an Agreement and Plan of Merger and Reorganization (the “Merger Agreement”)
−Removed: with Submersible Acquisition, Inc., a Florida corporation incorporated in 2017, and wholly owned subsidiary of the Company (“Acquisition
−Removed: Sub”), Submersible Systems, Inc., a Florida corporation (“Submersible” or “SSI”), and Summit Holdings V,
−Removed: LLC, a Florida limited liability company (“Summit”) and Tierra Vista Group, LLC, a Florida limited liability company (“Tierra
−Removed: Vista” and, together with Summit, the “Sellers”), the owners of all of the capital stock of Submersible, pursuant to
−Removed: which Acquisition Sub merged with and into Submersible (the “Merger”), and Submersible, the surviving corporation, became
−Removed: a wholly owned subsidiary of the Company.
−Removed: is a manufacturer of high-pressure tanks and redundant air systems for aviation, manned submersibles, swift water rescue, military and
−Removed: recreational diving industries, based in Huntington Beach, California and sells its products to governments, militaries, private companies
−Removed: and the dive industry throughout the world.
−Removed: February 13, 2022 the Company formed LBI, which is being developed as a full retail, guided tour and training model utilizing the technology
−Removed: developed by BLU3 to provide new users and interested divers with guided tour experience, training, and the ability to purchase all of
−Removed: their diving and watersports needs.
−Removed: May 2, 2022, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with Gold Coast Scuba,
−Removed: LLC, a Florida limited liability company (“Gold Coast Scuba”), Steven M.
−Removed: Gagas and William Frenier, the sole members of Gold
−Removed: Coast Scuba (together, the “LLC Members”) and LBI.
−Removed: Pursuant to the terms of the Asset Purchase Agreement, LBI acquired substantially
−Removed: all of Gold Coast Scuba’s assets and assumed certain non-material liabilities of the business associated with these assets.
−Removed: addition, LBI assumed the lease for the premises for Gold Coast Scuba.
−Removed: or about the 4 th of October, 2024 LBI sold the Gold Coast Scuba tradename and other IP rights and certain related inventory
−Removed: to Adventure Seeker Company.
−Removed: Company has five wholly owned subsidiaries focused on various sub-sectors of our industry as described below:
−Removed: Third Lung | Surface Supplied Air (“SSA”)
−Removed: | Ultra-Portable Tankless Dive Systems
−Removed: Americas | High Pressure Gas Systems
−Removed: Systems, Inc.
−Removed: | Redundant Air Tank Systems
−Removed: | Guided Tours
−Removed: wholly owned subsidiaries do business under their respective trade names on both a wholesale and retail basis from our headquarters and
−Removed: manufacturing facility in Pompano Beach, Florida, and a manufacturing facility in Huntington Beach, California.
+Added: The Company a marine technology company that wholly
+Added: owns and operates five subsidiaries focused on portable air, underwater breathing, safety, and marine technologies.
+Added: The Company’s
+Added: businesses collectively serve recreational, professional, safety, industrial, and government-adjacent markets.
+Added: The Company’s operations span surface-supplied
+Added: air systems, battery-powered diving systems, miniature and emergency breathing devices, high-pressure compressor distribution and service,
+Added: and consumer-facing training and experiential programs.
+Added: The Company is executing a strategic transition away from legacy gasoline-powered
+Added: systems toward battery-powered, software-enabled, and electrically driven technologies.
+Added: The Company also operates a continental distribution
+Added: and service platform supporting multiple industries beyond recreational diving.
+Added: The Company seeks to leverage shared engineering, intellectual
+Added: property, manufacturing, distribution, and training infrastructure across its subsidiaries to drive operational efficiencies and long-term
+Added: product offerings are organized across its five wholly owned operating subsidiaries, each with distinct technologies, markets, and strategic
Supplied Air Products
−Removed: Third Lung systems have been the market leader in gasoline powered, high-performance and more recently in battery powered surface supplied
−Removed: air (THIRD LUNG) diving systems.
−Removed: Taking full advantage of our proprietary compressor system, a series of traditional “fixed speed”
−Removed: electric compressors were developed for the built-in-boat market in 2005.
−Removed: In 2010, we introduced our variable-speed battery powered THIRD
−Removed: LUNG system which provides divers with gasoline-free all day shallow diving experiences.
−Removed: These systems provide performance and runtimes
−Removed: for up to 3 hours by utilizing a diver-sensitive variable speed technology that controls battery consumption based on diver demand.
−Removed: Company continues to pursue distributors and dealers in and outside of the United States in order to diversify the seasonality as well
−Removed: as geography risks.
−Removed: Additionally, we continue to pursue more aggressively the boat builder market to offer our variable speed, battery
−Removed: powered THIRD LUNG systems as an option on newly built boats of all sizes, expanding our market beyond the traditional consumer markets
−Removed: for our products.
−Removed: SSA products include:
−Removed: Tankless Dive Systems:
−Removed: The Company produces a line of tankless dive products, commonly called hookah or recreational SSA
−Removed: These systems allow one to four divers to enjoy the marine environment up to a depth of 45 feet without the bulk and weight
−Removed: of conventional SCUBA gear.
−Removed: We believe that the removal of barriers to entry into the sport of diving and the reduction of complicated
−Removed: and bulky SCUBA gear invites a broader range of the general public to participate more actively and enjoyably at their own pace and schedule.
−Removed: Our product is designed to reduce the effort required for its transport and use while exploring, cruising or traveling.
−Removed: line of land-based systems is available for light-duty commercial applications that demand portability and performance.
−Removed: In addition to
−Removed: the gasoline-powered units and the variable speed battery powered units, a series of AC electric powered systems is also available for
−Removed: light to commercial use.
−Removed: Powered by battery for portability or household current for unlimited dive duration, these units are used primarily
−Removed: by businesses that work in aquatic maintenance and marine environments.
+Added: Brownies Third Lung designs and manufactures
+Added: surface-supplied air (SSA) systems for shallow-water recreational and light professional use.
+Added: Its flagship product, the patented Sea
+Added: Lion®, is a floating air delivery platform capable of supporting multiple divers simultaneously for extended durations in
+Added: shallow water.
+Added: Historically powered by gasoline engines, Brownies Third Lung is transitioning its product line to battery-powered
+Added: configurations utilizing instant-change battery systems.
+Added: The Company’s patented Sea Lion architecture is also available for
+Added: OEM boat builder integration across a range of boat sizes.
BIAS (Boat Integrated Air Systems):
9 unchanged sentences
Tankless Dive Systems
−Removed: our wholly owned subsidiary BLU3, we develop and market portable battery-powered dive systems.
−Removed: The BLU3 line currently consists of two
−Removed: models, Nomad and Nomad Mini, targeting specific performance levels and price points.
−Removed: The original product of BLU3, called Nemo, has
−Removed: been phased out and replaced by Nomad Mini.
−Removed: dive system (“NOMAD”) began shipping in the third quarter of 2021.
−Removed: NOMAD MINI dive system (“NOMAD MINI”) began
−Removed: shipping in the third quarter of 2023.
−Removed: Both products are currently sold to consumers via our website, Amazon and through our network
−Removed: of dealers worldwide.
−Removed: The NOMAD is highly portable and has a maximum depth of 30 feet.
−Removed: NOMAD MINI has a maximum depth of 15 feet and
−Removed: is more portable than NOMAD and at a lower price point.
−Removed: NOMAD and NOMAD MINI have been marketed through BLU3’s internet presence
−Removed: and marketing campaigns as well as at industry and other trade shows across the country.
−Removed: products are sought after by consumers for a variety of applications that include boat maintenance, shore diving, traveling, underwater
−Removed: metal detecting and fossil hunting, pool leak detection and service, and more.
−Removed: of January 2024, BLU3 is the exclusive distributor for North and South America of the SeaNXT Elite sea scooter, made in France.
−Removed: Elite sea scooter is a luxury water toy that is most popular in the yachting industry.
−Removed: BLU3 markets the SeaNXT Elite product to end-users
−Removed: as well as resellers throughout North and South America.
+Added: develops a backpack-portable, battery-powered underwater breathing system designed exclusively for single-diver use.
+Added: BLU3’s system
+Added: utilizes patented, software-driven breathing control technology that dynamically regulates air delivery based on diver demand.
+Added: This software-defined
+Added: architecture enables reduced size, weight, and mechanical complexity compared to traditional diving systems and all competitors in this
+Added: In the third quarter of 2025, BLU3 launched the Nomad 3X Battery which is a new battery design that has triple the capacity for three times the
+Added: run time of the standard battery.
+Added: The Nomad 3X Battery fits all existing Nomad units but is larger and heavier than the standard battery.
+Added: As of January 2024, BLU3 is the exclusive distributor for the USA of the SeaNXT Elite sea scooter, made in France.
Pressure Gas Systems
−Removed: our wholly-owned subsidiary LW Americas, we design, manufacture, sell and install SCUBA tank fill systems for on-board yacht use under
−Removed: the brand “Yacht- Pro™”.
−Removed: Our systems provide complete diving solutions for yachts, including nitrox systems which allow
−Removed: yacht owners to fill tanks with oxygen enriched air on board.
−Removed: The Yacht-Pro™ compressor systems offer a completely marine-prepared,
−Removed: variable frequency drive (“VFD”) driven, automated alternative to other compressors on the market.
−Removed: We also design complete
−Removed: dive lockers, mixed gas production and distribution systems, and the Nitrox Maker™.
−Removed: Nitrox is oxygen-enriched air, which reduces
−Removed: the effects of nitrogen on divers and is the industry standard for dive professionals.
−Removed: The Nitrox Maker™ continuously generates
−Removed: oxygen rich breathing gas directly from low-pressure air with no stored oxygen or other gases required onboard.
−Removed: Our light duty compressor,
−Removed: the new Yacht Pro Essential is specifically designed as a turn-key kit for the boat builders and is optimized to integrate to onboard
−Removed: power systems and withstand the marine environment with all components and hardware impervious to spray from the elements.
−Removed: Pro™ series contains models for both medium-duty applications, such as recreational divers and small groups, and heavy-duty use
−Removed: as found on research vessels, commercial operations and live-aboard dive boats.
−Removed: All Yacht Pro™ models come with the variable speed
−Removed: frequency drive reducing the initial start-up power demand typically associated with high pressure compressor systems.
−Removed: 2017, we entered into a five-year exclusive distribution agreement with L&W, which agreement automatically renews for successive
−Removed: five-year terms unless terminated as provided for in the agreement.
−Removed: Under the terms of the Exclusive Distribution Agreement, we were
−Removed: appointed the exclusive distributor of L&W’s complete product line in North America and South America, including the Caribbean.
−Removed: We are conducting this business direct to end-users and establishing sales, distribution and service centers for high pressure air and
−Removed: industrial gas systems in the dive, fire, CNG, military, scientific, recreational and aerospace industries under the brand name “L&W
−Removed: Americas/LWA”.
−Removed: are exclusively developing a sales, distribution and service capability to assist L&W with completing a worldwide network of L&W’s
−Removed: agencies and service centers.
−Removed: addition to breathing air compressors and related peripheral equipment, L&W also offers compressors, storage and purification systems
−Removed: to meet the high-pressure requirements for natural gas filling stations, and high-pressure inert gases such as argon, helium and nitrogen
−Removed: for industrial applications including welding and laser cutting, and for general laboratory use.
−Removed: believe the product lines from L&W, will allow LW Americas to offer high quality, competitive products into the first responder and
−Removed: industrial market that utilize compressed air.
−Removed: Our goal will be to build a network of jobbers, dealers, installers and high-pressure
−Removed: compressor distributors by leveraging our know-how, brand awareness, complimentary products and creating sustainable distribution and
−Removed: core product original equipment manufacturer (“OEM”) integration relationships.
+Added: LW Americas serves as the exclusive distributor
+Added: and authorized service provider for L&W Compressors across North America, Central America, and South America.
+Added: LWA distributes
+Added: portable, mobile, and stationary high-pressure compressor systems used in diving, fire and emergency services, industrial manufacturing,
+Added: oil and gas, defense and government, aviation support, and specialized air applications.
+Added: LWA is building a multi-tier distribution network
+Added: including regional distributors, dealers, and authorized service centers.
+Added: Engineering resources within the Company have also developed
+Added: a battery-powered high-pressure fill compressor utilizing 48-volt architecture, designed for vessels and platforms that operate without
+Added: diesel generators.
Air Tank Systems
−Removed: September 2021, the Company acquired SSI to further expand its product offerings and manufacturing capabilities.
−Removed: SSI has been manufacturing
−Removed: redundant air systems for recreational divers, private companies and militaries throughout the world for more than 40 years.
−Removed: Their state-of-the-art
−Removed: manufacturing facility in Huntington Beach, California is equipped to add to the machining and product development capabilities of the
−Removed: SSI acquisition gives the Company access to a world-wide base of in excess of 400 dealers and distributors, GSA contracting capability,
−Removed: as well as the direct source for the redundant air needs for our Brownie’s Third Lung and BLU3 diving equipment and expands warehousing
−Removed: capabilities, reducing freight costs for both sets of customers.
−Removed: continues to innovate their technologies to meet changing military and commercial needs and is in development of the next generation
−Removed: of their Helicopter Emergency Egress Device (“HEED”) product line, specifically designed for aircraft and military vehicle
−Removed: Additionally, SSI has found use for their products in the medical field and continues to develop customer relationships in that
−Removed: area to grow revenue and diversify its product and customer portfolio.
−Removed: February 2022, the Company incorporated LBI to begin its expansion into the retail, training and guided tour market.
−Removed: The Company’s
−Removed: vision for LBI is to become a fully integrated retail experience where the Company’s unique products can be show-cased, training
−Removed: can be offered, and a tourist model created.
−Removed: LBI will provide experienced based activities for the consumer in the various watersport
−Removed: activities it sells.
−Removed: In addition, LBI aims to provide training in those activities with the goal of having the consumer purchase the
−Removed: equipment, particularly the unique technologies provided by BLU3, from its retail stores.
−Removed: LBI looks to provide the full Live Blue experience
−Removed: for those consumers ready to enjoy all things watersports.
−Removed: May 2022, LBI acquired the assets of Gold Coast Scuba, a dive retail and training facility based in Lauderdale-By-The-Sea, Florida.
−Removed: retail location is the base in which the Live Blue brand was initially developed.
−Removed: In October, 2024 LBI sold the Gold Coast Scuba tradename and other IP rights and certain related inventory
−Removed: to Adventure Seeker Company.
−Removed: Adventure Seeker Company doing business as Gold Coast Scuba continues to operate certain aspects of the Live Blue model
−Removed: including demonstrations, training, and selling of all BMG products in the original Gold Coast Scuba location under a new lease arrangement
−Removed: with the property owner.
−Removed: GCS maintains full access to the support teas and products lines at all divisions of BMG as a Live Blue affiliate.
+Added: Systems, Inc.
+Added: designs and manufactures miniature and emergency breathing devices used globally across recreational diving, aviation egress,
+Added: confined-space safety, marine operations, and emergency preparedness markets.
+Added: Its product portfolio includes the Spare Air® ,
+Added: HEED® (Helicopter Emergency Egress Device) , and SWBA® (Surface Water Breathing Apparatus) product families.
+Added: compact systems are intended for redundant air supply, emergency escape, and short duration breathing applications.
+Added: Live Blue is the Company’s consumer-facing
+Added: training and experiential subsidiary.
+Added: Live Blue supports end-user education, demonstrations, and “try-before-you-buy” programs
+Added: across the Company’s product lines.
+Added: The brand is intended to facilitate product adoption, training, and customer engagement while
+Added: enabling vertical integration from product development through end-user experience.
and Snorkeling Industry
−Removed: scuba diving equipment market size has grown steadily in recent years.
−Removed: It was valued at $2.1 billion in 2023 and is projected to grow
−Removed: at a compounded annual growth rate (CAGR) of over 4% between 2024 and 2032.
−Removed: We believe the growth in the historic period can be attributed
−Removed: to post-pandemic recovery, rescue and safety equipment development, accessibility of diving courses, e-commerce penetration, the growing
−Removed: coastal tourism and a rise in disposable income.
+Added: According to Fortune Market Insight, the Diving and
+Added: Snorkelling market will reach $2.2 billion, signalling readiness for broader adoption as more enthusiasts enter the market and established
+Added: players expand product offerings.
+Added: Between 2025 and 2035, the market moves through scaling (2025-2030) and consolidation (2030-2035).
+Added: By 2030, according to Fortune Market Insight, the market is estimated to surpass $2.6 billion, driven by growing participation in recreational
+Added: diving, training programs, and tourism linked equipment sales.
+Added: The 4.0% compound annual growth rate (“CAGR”) underscores
+Added: steady, consistent growth, reflecting a transition from early adoption to widespread use, with scuba diving equipment becoming a standard
+Added: choice for the recreational and professional divers worldwide.
Company has entered the tourist market via a guided tour program within LBI that is currently intended to act as an incubator for a scalable
4 unchanged sentences
but also provide experiential training for the consumer to increase the enjoyment and safety of our diving products.
−Removed: global luxury yacht market was valued at $7.67 billion in 2023.
−Removed: The market is projected to grow from $8.75 billion in 2024 to $17.33
−Removed: billion by 2023, exhibiting a CAGR of 8.9% during the forecast period according to Fortune Business Insights report published
−Removed: in February 2025..
−Removed: The Company’s BIAS systems have been designed with this industry in mind.
−Removed: The Company markets directly to the
−Removed: yachting industry by leveraging its relationships with large yacht servicing companies, yacht builders and yacht brokerages.
−Removed: recreational sailing and boating market and yachting industries also continue to grow.
−Removed: The recreational boating market was valued at
−Removed: $38.2 billion in 2024 and is projected to reach $65.9 billion by 2034, with a CAGR of 5.6% according to Market .us.
+Added: to Fortune Business Insights, the global yacht market was valued at $311.32 billion in 2025 and is estimated to grow from $325.96
+Added: billion in 2026 to $470.69 billion by 2034, demonstrating and CAGR of $4.70% between 2026-2034.
+Added: The Company’s BIAS systems have
+Added: been designed with this industry in mind.
+Added: The Company markets directly to the yachting industry by leveraging its relationships with
+Added: large yacht servicing companies, yacht builders and yacht brokerages.
Pressure Compressor Line
−Removed: to Allied Market Research report published in February 2018, the North American high pressure compressor market is $880 million growing
−Removed: at an estimated CAGR of 3%.
+Added: According to Fortune Business Insights, the North American high pressure
+Added: compressor market was valued at $6.73 billion in 2025 and is projected to grow from $7.11 billion in 2026 to $11.0 billion by 2034, exhibiting
+Added: a CAGR of 5.6% during the forecast period.
+Added: The global high pressure equipment market is characterized by significant technological advancements
+Added: and strategic expansion by key players.
+Added: High pressure equipment is utilized across multiple industries to processes that involve handling,
+Added: transporting, and controlling gases or liquids at pressures far exceeding atmospheric levels.
Company expects to continue to distribute L&W compressors through its YachtPro, and BIAS systems, while continuing to focus on the
expansion of its distribution into non-marine related distribution channels that the Company believes should positively impact its market
−Removed: Company either owns or has licensed from entities in which Robert Carmichael, our Chairman, has an ownership interest, the following
−Removed: registered and unregistered trade names, trademarks and service marks:
−Removed: Brownie’s Third Lung™, browniedive.com, Brownie’s,
−Removed: Brownie’s Third Lung oval symbol, browniedive, YachtPro, NitroxMaker™, BLU3, diveBLU3.com, BLU3 Nemo, BLU3-Vent, Submersible
−Removed: Systems, Spare Air, HEED 3, Snorkelator, easy dive, spareair.com, HELO, RES, Gold Coast Scuba, fast float rescue harness, tankfill.com,
−Removed: browniestankfill, browniestankfill.com, browniespublicsafety.com, browniespublicsafety, Peleton Hose System, Twin-Trim, and Kayak Diving
+Added: Company either owns or has licensed from entities in which Robert Carmichael, our Chairman and Chief Executive Officer, has an ownership interest, the
+Added: following registered and unregistered trade names, trademarks and service marks:
+Added: Brownie’s Third Lung™, browniedive.com,
+Added: Brownie’s, Brownie’s Third Lung oval symbol, browniedive, YachtPro, NitroxMaker™, BLU3, diveBLU3.com, BLU3 Nemo,
+Added: BLU3-Vent, Submersible Systems, Spare Air, HEED 3, Snorkelator, easy dive, spareair.com, HELO, RES, Gold Coast Scuba, fast float
+Added: rescue harness, tankfill.com, browniestankfill, browniestankfill.com, browniespublicsafety.com, browniespublicsafety, Peleton Hose
+Added: System, Twin-Trim, and Kayak Diving Hose Kit.
Company owns the following patents:
−Removed: Aortic Tourniquet
−Removed: Industries, Inc.
−Removed: Aortic Tourniquet
−Removed: Industries, Inc.
−Removed: Aortic Tourniquet
−Removed: Industries, Inc.
−Removed: Self-Contained Hooka system with unobtrusive aquatic data recording
−Removed: for adjusting pressure limits based on depth of diver(s)
−Removed: Marine Group, Inc.
−Removed: for adjusting pressure limits based on depth of diver(s)
−Removed: Marine Group, Inc.
−Removed: Self-Contained Hooka system with unobtrusive aquatic data recording
−Removed: April 6, 2018, the Company entered into a patent license agreement (the “STS Agreement”) with Setaysha Technical Solutions,
−Removed: LLC (“STS”) pursuant to which the Company licensed certain intellectual property, including patent rights, non-patent rights
−Removed: and know-how from STS for use in our ultra-portable tankless dive system products.
−Removed: Under the STS Agreement, the Company paid an initial
−Removed: license fee in April 2018 through the issuance of 759,422 shares of common stock with a fair value of $30,000.
−Removed: The STS Agreement further
−Removed: provides for royalties based on annual net revenues.
+Added: Abdominal Aortic Tourniquet
+Added: Trebor Industries, Inc.
+Added: Abdominal Aortic Tourniquet
+Added: Trebor Industries, Inc.
+Added: Abdominal Aortic Tourniquet
+Added: Trebor Industries, Inc.
+Added: Automated Self-Contained Hooka system with unobtrusive aquatic data recording
+Added: System for adjusting pressure limits based on depth of diver(s)
+Added: Brownie’s Marine Group, Inc.
+Added: System for adjusting pressure limits based on depth of diver(s)
+Added: Brownie’s Marine Group, Inc.
+Added: Automated Self-Contained Hooka system with unobtrusive aquatic data recording
+Added: On April 6, 2018, the Company entered into a patent
+Added: license agreement (the “STS Agreement”) with Setaysha Technical Solutions, LLC (“STS”) pursuant to which the Company
+Added: licensed certain intellectual property, including patent rights, non-patent rights and know-how from STS for use in our ultra-portable
+Added: tankless dive system products.
+Added: Under the STS Agreement, the Company paid an initial license fee in April 2018 through the issuance of
+Added: 759,422 shares of common stock with a fair value of $30,000.
+Added: The STS Agreement further provides for royalties based on annual net revenues.
On December 31, 2019, the Company entered into Addendum No.
−Removed: 1 to the STS Agreement
−Removed: (“Addendum No.
−Removed: 1”) which amended the payments due upon the first commercial sale of Nemo.
+Added: 1 to the STS Agreement (“Addendum No.
+Added: 1”) which amended the payments
+Added: due upon the first commercial sale of Nemo.
Upon entering into Addendum No.
1, $8,250 was paid to STS in cash and $8,250 was paid on January
−Removed: On February 6, 2020, the Company issued 828,221 shares of
−Removed: common stock with a fair value of $18,635 in satisfaction of $13,500 for the first commercial sale of the Nemo dive system.
−Removed: 2020, the Company entered into Addendum No.
−Removed: 2 to the STS Agreement concerning STS’s assistance related to designing and commercializing
−Removed: certain diving products.
−Removed: 2 provides for a minimum yearly royalty of $60,000, or $15,000 per fiscal quarter, beginning in
−Removed: December 2019 and increasing by 2.15% per year.
−Removed: With the introduction of the NOMAD in the last quarter of 2021, the Company is obligated
−Removed: to pay an additional annual minimum royalty of $60,000 per year for the years 2022, 2023 and 2024, which increased the quarterly minimum
−Removed: royalty by $15,000 per quarter.
−Removed: On January 24, 2024, the Company entered into Addendum No.
+Added: On February 6, 2020, the Company issued 828,221 shares of common stock with a fair value of $18,635 in satisfaction of $13,500
+Added: for the first commercial sale of the Nemo dive system.
+Added: On June 30, 2020, the Company entered into Addendum No.
2 to the STS Agreement
−Removed: the additional minimum yearly royalty of $60,000, or $15,000 per fiscal quarter from 2024 to 2025.
−Removed: Therefore, no additional minimum royalty
−Removed: was required during 2024, but will be required beginning the fiscal first quarter of 2025.
−Removed: 2025 will be the final year of the additional
−Removed: minimum royalty under the STS agreement.
−Removed: Royalty recorded under the Amended agreement was $125,159.32 and $138,643 for the years ended
−Removed: December 31, 2024 and 2023, respectively.
+Added: concerning STS’s assistance related to designing and commercializing certain diving products.
+Added: 2 provides for a minimum
+Added: yearly royalty of $60,000, or $15,000 per fiscal quarter, beginning in December 2019 and increasing by 2.15% per year.
+Added: With the introduction
+Added: of NOMAD in the last quarter of 2021, the Company is obligated to pay an additional annual minimum royalty of $60,000 per year for the
+Added: years 2022, 2023 and 2024, which increased the quarterly minimum royalty by $15,000 per quarter.
+Added: On January 24, 2024, the Company entered
+Added: into Addendum No.
+Added: 3 to the STS Agreement.
+Added: 3 delays the additional minimum yearly royalty of $60,000, or $15,000 per fiscal
+Added: quarter from 2024 to 2025.
+Added: Therefore, no additional minimum royalty was required during 2024, but was required beginning in the first
+Added: quarter of 2025, which was the final year of the additional minimum royalty under the STS agreement.
+Added: Royalty payments under the amended
+Added: STS Agreement were $91,907 and $125,159 for the years ended December 31, 2025 and 2024, respectively.
Literature, Public Relations, and Advertising
6 unchanged sentences
2025, the Company was represented at The Palm Beach Boat Show, The Annapolis Motor and Sailing Shows, The Fort Lauderdale Boat show,
−Removed: Diving Equipment, Manufacturing show, The Seattle Boat Show, The Dubai Boat Show, Boot Dusseldorf and the HAI Heli-Expo, along with various
−Removed: other trade and industry shows.
+Added: Diving Equipment, Manufacturing show, The Seattle Boat Show, The Miamaii Boat Show, Boot Dusseldorf and the HAI Heli-Expo, along with
+Added: various other trade and industry shows.
sell our products online through our and our subsidiaries websites and many of our products are marketed on some of our customers’
17 unchanged sentences
Distribution/Customers
−Removed: Company has historically been predominantly a wholesale distributor to retail dive stores, marine stores, boat dealers, builders, and
−Removed: the US and international militaries.
−Removed: Currently, the Company generates a significant amount of direct-to-consumer sales via its websites
−Removed: and its relationship with Amazon via BLU3, BTL and SSI.
−Removed: Retail sales customers include boat owners, recreational divers, commercial divers
−Removed: The Company sells products to three entities owned by the brother of Robert Carmichael, the Company’s Chairman, and
−Removed: two companies owned by Mr.
−Removed: Combined sales to these six entities for 2023 and 2022, represented 10.6% and 11.4%, respectively,
−Removed: of total net revenues.
+Added: Company has historically been predominantly a wholesale distributor to retail dive stores, marine stores, boat dealers, builders,
+Added: and the US and international militaries.
+Added: Currently, the Company generates a significant amount of direct-to-consumer sales via its
+Added: websites and its relationship with Amazon via BLU3, BTL and SSI.
+Added: Retail sales customers include boat owners, recreational divers,
+Added: commercial divers and pilots.
+Added: The Company sells products to three entities owned by the brother of Robert Carmichael, the
+Added: Company’s Chairman, and Chief Executive Officer and two companies owned by Mr.
+Added: Combined sales to these five
+Added: entities for 2025 and 2024, represented 8.7% and 6.9%, respectively, of the Company’s total net revenues.
majority of L&W high pressure compressors and NitroxMaker™ systems have been sold to commercial dive stores, dive operators
27 unchanged sentences
We believe that our key competitive advantage is our ability
−Removed: to create new products and, in some cases, new markets.
−Removed: of June, 2025, we have thirty five full-time employees, and two part-time employees.
+Added: to create better quality, new products and, in some cases, new markets.
+Added: of March 31, 2026, we have thirty six full-time employees, and two part-time employees.
product lines have historically been seasonal in nature in the United States.
7 unchanged sentences
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.