Dilution profile // every instrument, one screen, from SEC filings

Brownie's Marine Group, Inc (BWMG)

CIK 1166708 · all EDGAR filings →

Overall dilution risk
MEDIUMworst of 4 computed signals (cash need)
= the worst band among the computed sub-ratings, no hidden weighting
Offering ability
LOWno live registration found
= is there a registration (S-1/S-3 family) on file without a later withdrawal
Overhead supply
LOWwarrants = 4% of O/S
= warrant shares outstanding divided by current shares outstanding (bands: 20% / 50%)
warrants only; converts, ATMs and equity lines are not in free structured data, so the true overhead is AT LEAST this
Historical dilution
LOW+27% O/S in 3y
= share count now vs 3 years ago (bands: 30% / 100%); a reverse split pushes this negative
a reverse-split-sized cliff is in this window; read the chart
Cash need
MEDIUM~16.8 months of runway
= cash vs trailing operating burn (bands: 6mo / 24mo; positive operating CF = low)
the company itself flagged going-concern doubt

Same rating bands the category standard uses, but free, with the formula on the chip and the gaps in the data said out loud.

Shares outstanding over time

2021-03-312026-08-04

Latest: 555.9M shares as of Aug 4, 2026 (10-Q). Share count fell from 2.52B to 3.0M between Apr 26, 2013 and Aug 2, 2013, a pattern consistent with a reverse split (roughly 1-for-839); simultaneous issuance can skew the raw ratio, so confirm in the filings. The red bar marks the cliff.

Cash runway

Going-concern warning

auditor flagged substantial doubt

The company itself flagged going-concern doubt in a filing.

Full breakdown: cash runway tool · source filing →

Warrants

Warrants outstanding: 21.7M underlying shares, as reported Jun 30, 2026 (10-Q).

Reported exercise price: $0.0297 (aggregate figure as tagged; individual tranches vary).

Rough fully diluted estimate: 577.5M = 555.9M O/S + 21.7M warrant shares. An estimate, not a filing figure: it ignores converts, options and RSUs, and the two inputs carry different as-of dates.

Convertible notes

NotePrincipalCarryingConv. priceRateIf converted
Convertible Promissory Note Payablenot tagged$432,340not tagged
Convertible Promissory Note Payable Onenot tagged$354,050not tagged8%
Promissory Note$150,000$29,717$0.0218%-9.9%~7.1M sh
Convertible Promissory Note Payable Fournot tagged$45,000not tagged8%
Convertible Promissory Note Payable Threenot tagged$29,717not tagged8%
Convertible Promissory Note Payable Twonot tagged$3,573not tagged8%

If every note above converted at its tagged price: ~7.1M new shares on 555.9M currently outstanding. An estimate from principal ÷ conversion price, with inputs carrying different as-of dates; make-whole adjustments, capped calls and partial repurchases are not modeled.

Notes exactly as the company dimensioned them in its 10-Q filed Aug 4, 2026. Principal is face amount as tagged, not what remains after repurchases unless the filer updated the tag. A note the filer did not dimension is absent here, not absent from the balance sheet; the exhibits stay the ground truth.

Fully diluted build-up

Shares outstanding plus every potential-share instrument the filer tagged in XBRL, each at its own as-of date. An estimate assembled from filed figures, not a filing figure itself.

Shares outstanding555.9MAug 4, 2026
+ Warrants (aggregate, as tagged) (if exercised)21.7MJun 30, 2026
+ Promissory Note (if fully converted)7.1MDec 31, 2025
Fully diluted estimate584.7M+5.2% vs O/S

Still excluded, because the filer does not tag them in countable form: employee options and RSUs, any instrument living only in exhibit prose, and instruments above missing a share count. Inputs carry different as-of dates, shown per row. Each figure traces to the tranche and note tables above and their cited filings.

Registrations and offerings

Last 12 months: 2 executed · 0 registered.

EXECUTEDJul 8, 2026Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDDec 1, 2025Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDOct 12, 2022Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDSep 12, 2022Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDMay 3, 2022Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDOct 5, 2021Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDSep 9, 2021Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDJun 1, 2020Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 30, 2020Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 17, 2020Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDApr 2, 2020Unregistered share sale disclosed (8-K item 3.02)8-K
EXECUTEDFeb 27, 2020Unregistered share sale disclosed (8-K item 3.02)8-K

Full history and shelf status: offering checker · S-3 shelf checker

Source: SEC EDGAR XBRL company facts and filing metadata, fetched live and cached briefly. Share counts are cover-page figures with their form named. Warrant tranches and convertible notes come from the dimensioned facts in the latest 10-Q/10-K instance document, exactly as the company tagged them; untagged tranches and notes are absent, not disproven. Nothing on this page is manually verified and nothing is behind a login: what free data supports is shown, what it cannot support is stated. Not investment advice.

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