Material Agreement, Private Placement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On July 1, 2026, Brownie's Marine Group, Inc., a Florida corporation (the "Company"), executed and consummated the transactions contemplated by an asset purchase agreement (the "Asset Purchase Agreement") by and among Sunrise Paddleboards LLC, a Florida limited liability company ("Sunrise Paddleboards"), Brian Galton, the sole member of Sunrise Paddleboards (the "LLC Member"), the Company and Live Blue, Inc., a Florida corporation and a wholly-owned subsidiary of the Company ("Live Blue"). Pursuant to the terms of the Asset Purchase Agreement, Live Blue acquired substantially all of Sunrise Paddleboards' assets and assumed certain liabilities of the business associated with these assets. Sunrise Paddleboards is in the business of providing paddleboarding and kayaking experiences, including paddleboard rental, tour, retail and training.

In consideration for the assets purchased, the Company issued 42,000,000 shares of its common stock, par value $0.0001 per share (the "Consideration Shares") to the LLC Member at a price of $0.0044 per share, based upon the closing price of the Company's common stock on the OTC Markets on June 30, 2026.

The foregoing description of the Asset Purchase Agreement is not complete and is qualified in its entirety by reference to the full text of the Asset Purchase Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.

Section 3 Securities and Trading Markets

Item 3.02 Unregistered Sales of Equity Securities.

Reference is made to the disclosure set forth under Item 1.01 above, which disclosure is incorporated herein by reference.

The issuance of the Consideration Shares is exempt from registration under Section 4(a)(2) as promulgated by the Securities and Exchange Commission under of the Securities Act of 1933, as amended (the "Act"), as a transaction by an issuer not involving any public offering.

Section 9 Financial Statements and Exhibits