08/24/2026 | Press release | Distributed by Public on 08/24/2026 09:59
Item 4.02 Non-Reliance on Previously issued Financial Statements or a Related Audit Report of Completed Interim Review.
On August 14, 2026, the board of directors (the "Board") of Brownie's Marine Group, Inc. (the "Company"), in consultation with management, determined that the Company's unaudited consolidated financial statements for the three and six months ended June 30, 2026, included in the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2026 filed with the Securities and Exchange Commission ("SEC") on August 4, 2026 (the "Form 10-Q") should no longer be relied upon due to accounting and financial reporting errors identified subsequent to the filing in those financial statements.
The principal error resulted from the use of financial information from an incorrect reporting year in preparing the results for the three months ended June 30, 2026. As a result, certain amounts presented for the three-month reporting period did not accurately reflect the Company's financial results for the applicable 2026 period. The error was subsequently identified by Company management through its internal review of the filed financial information. The error was due to deficiencies in the Company's period-end close and reconciliation controls. Upon identifying that the reported results were inconsistent with management's understanding of the Company's operating performance for the period, management initiated a further review and reconciliation of the underlying financial information and promptly commenced corrective action. That review identified errors affecting revenue, gross profit, gross profit margin, operating results, other income and net income for the three months ended June 30, 2026, requiring restatement of the affected financial statements and related disclosures.
The principal adjustments reflected in the restatement include:
| 1. | Correction of the Company's reported operating results for the three months ended June 30, 2026, from a loss of $151,080 to income of $22,716; | |
| 2. | Correction of reported net income from $580,542 to $218,658; | |
| 3. | Correction of an out-of-period related-party interest adjustment. Total interest expense was recorded in 2026, although it should have been accrued beginning in 2023. Management has analyzed the impact and concluded that the adjustment is not material. This error arose due to deficiencies in the Company's period end close and reconciliation, and | |
| 4. | Correction of the equity roll forward to properly reflect the applicable 2025 and 2026 periods. |
The Company intends to file an amendment to the Form 10-Q (the "Amended Report") to restate the affected unaudited condensed financial statements and related disclosures in the Form 10-Q. Until the Amended Report is filed, investors and others should no longer rely upon the affected financial statements contained in the original Form 10-Q.
As previously disclosed, the Company has identified material weaknesses in its internal control over financial reporting and has concluded that its internal control over financial reporting and disclosure controls and procedures were not effective as of June 30, 2026. The Company believes that weaknesses specifically in period-end close and reconciliation procedures, contributed to the error requiring the restatement.