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 was quoted on the OTCPink tier of the OTC Markets under the symbol “BWMG” since April 15, 2025.
As of April 15, 2025, the Company common stock has traded on the OTCID Basic Market. On March 30, 2026, the closing sale price
of our common stock was $0.012 per share.
Management believes that transparent reporting,
disciplined corporate governance, and consistent investor communications are essential to long-term shareholder value creation. In addition
to expanding its operating businesses and strengthening financial performance, the Company is focused on enhancing its public company
profile and improving accessibility for current and prospective investors.
These efforts include maintaining timely public
disclosures, expanding investor outreach initiatives, and pursuing operational and reporting milestones that may support qualification
for higher tiers of the OTC Markets, such as the OTCQB Venture Market, as the Company’s financial condition, reporting status, and
market conditions permit. While no assurance can be provided that such objectives will be achieved, management believes these initiatives,
together with continued growth of the Company’s marine technology and recreational product platforms, may contribute to increased
market visibility, improved liquidity, and broader investor participation over time.
Holders
of Common Stock
As
of March 30, 2026, the Company had approximately 385 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, 2025:
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)
1,800,000
0.0447
23,200,000
Plans not approved by shareholders (2)
28,869,400
0.0448
-
(1)
Represents stock options granted to employees under the Equity Compensation Plan. 25,000,000 shares are reserved for issuance under such
Plan.
(2)
Represents (i) a five-year option to purchase an aggregate of 21,759,400 shares of common stock at $0.0399 per share issued to Blake
Carmichael, and (ii) a five-year option to purchase 8,610,000 shares of common stock at $0.0084 per share issued to Christeen Buban,
President of SSI.
15
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 August 31, 2025 the Company issued 3,302,148
shares of common stock to Blake Carmichael as compensation for a reduction in salary.
On September 30, 2025 the Company issued
648,583 shares of common stock to Blake Carmichael as compensation for a reduction in salary.
On October 31, 2025 the Company issued
648,583 shares of common stock to Blake Carmichael as compensation for a reduction in salary.
On November 30, 2025 the Company issued
648,583 shares of common stock to Blake Carmichael as compensation for a reduction in salary.
On December 31, 2025 the Company issued
648,583 shares of common stock to Blake Carmichael as compensation for a reduction in salary. The fair value of these shares was
$2,833.
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
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.