23 May 2026
Brownie's Marine Group, Inc
10-K / April 10, 2026
10-K / June 16, 2025
10-K / May 9, 2024
10-K / April 10, 2026
Brownie’s Marine Group, Inc.
Overview
Brownie’s Marine Group, Inc. is a Florida corporation that wholly owns five operating subsidiaries focused on portable air, underwater breathing, safety, and marine technologies. The group serves recreational, professional, safety, industrial, and government-adjacent markets. Its strategic focus is a transition from gasoline-powered systems to battery-powered, software-enabled, electrically driven technologies. The company operates a continental distribution and service platform that supports multiple industries and shares engineering, IP, manufacturing, distribution, and training across its subsidiaries.
Subsidiaries and core focus
- Brownie’s Third Lung
- Surface-supplied air (SSA) systems for shallow-water recreational and light professional use.
- Flagship product: Sea Lion®, a floating air delivery platform for multiple divers in shallow water.
- Transitioning Sea Lion from gasoline engines to battery-powered configurations; Sea Lion architecture is available for OEM boat builders.
- BIAS (Boat Integrated Air Systems)
- Battery-powered, tankless air-delivery kits for boats (pre-packaged installs) and accessories such as the E-Reel (battery-powered hose reel).
- Applications include diver air, air horns, fender/water toy inflation, and pneumatically operated doors.
- BLU3, Inc.
- Ultra-portable tankless dive system for single-diver use with software-driven breathing control to regulate air delivery.
- Nomad 3X Battery launched in Q3 2025, providing triple capacity and fitting existing Nomad units.
- Exclusive U.S. distributor for the SeaNXT Elite sea scooter (manufactured in France) as of January 2024.
- LW Americas (LWA)
- Exclusive distributor and authorized service provider for L&W compressors across North, Central, and South America.
- Distributes portable, mobile, and stationary high-pressure compressor systems for diving, safety, industrial, oil/gas, defense, and aviation support.
- Developing a 48-volt, battery-powered high-pressure fill compressor for vessels and platforms without diesel generators.
- Submersible Systems, Inc. (SSI)
- Designs and manufactures miniature and emergency breathing devices (Spare Air®, HEED®, SWBA®).
- Products support redundant air supply, emergency escape, and short-duration breathing for recreational diving, aviation egress, confined-space safety, marine operations, and emergency preparedness.
- Live Blue, Inc.
- Consumer-facing training and experiential programs for end-user education, demonstrations, and try-before-you-buy activities across product lines.
- Provides vertical integration from product development to end-user experience to facilitate adoption and training.
Products and technology highlights
- Sea Lion®: floating air delivery platform for multiple divers in shallow water.
- BLU3 Nomad 3X Battery: higher-capacity battery option for BLU3 units.
- BLU3 Nomad and SeaNXT Elite: portable diving technology and consumer engagement ecosystem.
- L&W high-pressure compressor systems: distributed through the LW Americas network.
- Spare Air®, HEED®, SWBA®: emergency breathing and egress devices.
- BIAS tankless kits and accessories: in-boat air delivery and auxiliary pneumatic functions.
Markets and channels
- Target markets: recreational and professional diving, yachting, safety/emergency response, industrial, and government-adjacent applications.
- Distribution channels: direct-to-consumer via company websites and Amazon (BLU3, BTL, SSI); continental distribution and service network through LW Americas; OEM and wholesale relationships with boat builders, dealers, operators, and yacht services.
- Related-party customers accounted for 8.5% of net revenues in 2025 and 6.9% in 2024. Related-party customers include three entities owned by the brother of the Chairman/CEO and two companies owned by the Chairman/CEO.
Intellectual property and licensing
- Trademarks and trade names include Brownie’s Third Lung, YachtPro, BLU3, Spare Air, HEED, and related marks.
- Issued patents include inventions related to Abdominal Aortic Tourniquet devices, automated hooka systems, and depth-based pressure control.
- STS license and royalties: the company licenses STS technology for ultra-portable tankless dive systems and has royalty obligations with minimums and adjustments through addenda. Royalty payments were $91,907 in 2025 and $125,159 in 2024. Addendum No. 3 deferred the 2024 minimum royalty to 2025.
Marketing, training, and outreach
- In-house design capability for product literature, catalogs, web materials, and advertising.
- Participation in major boat, diving, and industry shows (Palm Beach Boat Show, Annapolis, Fort Lauderdale, Seattle Boat Show, Miami Boat Show, Boot Düsseldorf, HAI Helo-Expo, and others).
- Live Blue branded experiences for demonstrations and training to drive product adoption and customer engagement.
Financial snapshot
- Employees: 36 full-time and 2 part-time as of March 31, 2026.
- Revenue trend: revenues declined 7.99% in 2025 versus 2024.
- Net income (loss):
- 2025: net loss of $105,149
- 2024: net loss of $240,599
- Gross margin: 37.4% in 2025 versus 40.4% in 2024.
- Operating expenses: $2,958,659 for the year ended December 31, 2025; includes non-cash stock compensation of $198,478 (2025) and $151,492 (2024).
- Accumulated deficit: $18,031,358 as of December 31, 2025.
- Liquidity and capital: principal liquidity comes from the sale of equity and debt securities; the company trades on the OTC Markets (OTCQB Basic Market) under the symbol BWMG and faces limited liquidity and wider spreads.
- Related-party revenues: 8.5% of net revenues in 2025; 6.9% in 2024.
- Going concern and debt: auditors issued substantial doubt about the company’s ability to continue as a going concern; the company has a history of losses and relies on equity and debt offerings for liquidity.
- Taxes and compliance: subject to general for-profit and trade regulations; certain products (tank manufacturing) are DOT-regulated; regulatory environment includes evolving data protection and privacy requirements.
Facilities
- Davie, Florida: production, warehousing, and showroom space under a 45-month sub-lease that began November 1, 2024. Base rent is $26,000/month through September 30, 2025, increasing to $31,000/month thereafter; landlord-supplied rent abatement through October 2026.
- Huntington Beach, California: 13,000 sq ft facility with multiple leases and subleases; facility obligations are guaranteed by the company.
Legal and risk context
- The company identifies risks including dependence on key personnel, IP protection and licensing with related parties, supply chain vulnerabilities (components manufactured in China), competition, reliance on consumer discretionary spending, cybersecurity, product liability exposure, and regulatory changes.
- The company has a history of product recalls, including a Nomad tankless dive system recall in 2022 and related reserves and subsequent adjustments (initial reserve ~$160,500; reduced to ~$86,300 by 2023; remainder reversed in 2025).
Stock and corporate governance
- Public trading: OTC Markets, symbol BWMG (OTCQB Basic Market); characterized by limited liquidity and potential price volatility.
- Control: officers, directors, and affiliates own a majority of common stock and can materially influence corporate matters.
Summary
Brownie’s Marine Group operates five wholly owned subsidiaries focused on portable air, underwater breathing, safety, and marine technologies, and is transitioning toward battery-powered and software-enabled solutions. The company reported annual net losses, maintains an accumulated deficit, relies on equity and debt financing for liquidity, and faces ongoing operational and regulatory risks, including a going concern qualification from auditors. Related-party sales represented 8.5% of net revenues in 2025.
