8-K

OFF THE HOOK YS INC. (OTH)

8-K 2026-04-01 For: 2026-04-01
View Original
Added on April 06, 2026

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

WASHINGTON,

D.C. 20549

FORM

8-K

CURRENT

REPORT

PURSUANT

TO SECTION 13 OR 15(d) OF

THE

SECURITIES EXCHANGE ACT OF 1934

Dateof Report (Date of earliest event reported): April 1, 2026

OffThe Hook YS Inc.

(Exact name of registrant as specified in its charter)

Nevada 001-42930 33-2636992
(State<br> or other jurisdiction<br><br> <br>of<br> incorporation) (Commission<br><br> <br>File<br> Number) (I.R.S.<br> Employer<br><br> <br>Identification<br> No.)

1701Jel Wade Dr

Wilmington,NC 28401

(Address of principal executive offices)

Registrant’s telephone number, including area code: (910) 772-9277

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common<br> Stock, $0.001 par value OTH NYSE<br> American LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item7.01. Regulation FD Disclosure.

On April 1, 2026, Off The Hook YS Inc. (the “Company”) issued a press release: “CORRECTING AND REPLACING Off The Hook Yachts Reports Fourth Quarter and Full-Year 2025 Financial and Operating Results”. A copy of the press release is attached hereto as Exhibit 99.1.

The information under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in any such filing.

Item9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit<br> Number Exhibits
99.1 Press Release of Off the Hook YS Inc. entitled “CORRECTING AND REPLACING Off The Hook Yachts Reports Fourth Quarter and Full-Year 2025 Financial and Operating Results” dated April 1, 2026.
104 Cover<br> Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:<br> April 1, 2026 Off The Hook YS Inc.
By: /s/ Brian John
Name: Brian<br> John
Title: Chief<br> Executive Officer

Exhibit 99.1

CORRECTING AND REPLACING Off The Hook Yachts Reports Fourth Quarter and Full-Year 2025 Financial and Operating Results

Recordrevenue of $119.9 million, up 21.1% YOY


Record426 boats sold in 2025, up 33% YOY


Increased2026 revenue guidance to $150–$155 million


Successfullycompleted IPO, strengthening balance sheet and liquidity


Correction…by The Hook Yachts

Wilmington, NC, March 30, 2026 (GLOBE NEWSWIRE) — Off The Hook YS Inc. (NYSE American: “OTH”, or “Off the Hook Yachts”), a vertically integrated marine marketplace and the largest buyer and seller of used boats in the nation, today announced financial results for the year ended December 31, 2025. The Company will host a live conference call today at 4:30 P.M. EST.

“We achieved record revenue of $120 million, expanded our national broker network, and continued to build out the infrastructure that we believe positions the Company for continued double-digit growth. Our vertically integrated model—combining brokerage, wholesale inventory acquisition, financing through Azure Funding, and our growing premier brokerage division—continues to differentiate Off the Hook Yachts in the marine industry,” said Brian John, Chief Executive Officer (CEO) of Off The Hook Yachts.

“Despite a more cautious macro environment for discretionary purchases, the number of boats that we sold grew by more than 30% year-over-year and continued to strengthen our leading market position in the pre-owned segment, where we believe long-term demand remains strong. With expanded floorplan capacity, increased broker productivity, and a growing national footprint, we believe OTH is well-positioned to accelerate growth in 2026 and continue building one of the leading platforms in the recreational marine market,” added Mr. John.

2025 Fourth Quarter Highlights

Revenue<br> increased 25.2% to $37.3 million, up from $29.8 million, in the same period of 2024
Record<br> 117 boats sold during the quarter, up 62.5%, in the same period of 2024
Gross<br> profit increased 63.2% to $3.1 million, up from $1.9 million, in the same period of 2024
Completed<br> IPO in November 2025, raising approximately $13.4 million in net proceeds

2025 Full-Year Highlights

Record<br> revenue of $119.9 million, up 21.1% compared to $99.0 million, in 2024
Record<br> 426 total boats sold, up 32.7% year-over-year
Gross<br> profit increased 30.6% to $11.5 million, up from $8.8 million, in 2024
Net<br> loss of $1.87 million, compared to net income of $1.0 million, in 2024, primarily reflecting increased operating expenses<br> associated with becoming a public company, including $1.8 million of stock-based compensation
Adjusted<br> EBITDA of $0.437 million, compared to $1.2 million, in the same period of 2024
Working<br> capital on December 31, 2025, improved to $9.4 million
Cash<br> increased to $12.4 million on December 31, 2025, compared to $2.93 million on September 30, 2025.

2026 Full Year Guidance

For 2026, the Company expects annual revenue to be between $150 million and $155 million, an increase from the previous guidance of $140 million-$145 million.

Full-Year 2025 Financial Discussion

Revenue increased 21.1% to $119.9 million for the year ended December 31, 2025, compared to $99.0 million in 2024. The increase was primarily driven by a higher floorplan limit that allowed the Company to sustain greater utilization of the Company’s floorplan financing facility throughout the year. Average monthly utilization increased 78%, or $10 million, to $23.4 million in 2025. In addition, the launch of Autograph Yacht Group and the addition of new brokers increased the number of new and pre-owned boats sold in 2025. Pre-owned boat sales increased 20% to $101.7 million for the year ended December 31, 2025, compared to $84.8 million in 2024. The Company sold approximately 426 pre-owned boats in 2025, compared to 321 pre-owned boats in 2024. The average price per pre-owned boat sale transaction was $449,420 for the year ended December 31, 2025, and $509,694 for the year ended December 31, 2024. The Company sells a wide range of brands and sizes of pre-owned boats under different types of sales arrangements that include, trade-ins, brokerage and consignment, which often causes periodic and seasonal fluctuations in the average sales price.

New boat sales increased 32.0%, to $14.5 million in 2025, compared to $11.0 million, in 2024, reflecting increased marketing efforts and a more focused sales initiative for select new boat brands. The Company sold 21 new boats in 2025, compared to approximately 17 new boats, in the same period of 2024.

Revenue from finance-related activities through Azure Funding was $2.6 million, compared to $3.0 million, in the same period of 2024. The decrease was primarily attributable to a higher mix of cash purchases among high-end buyers, as well as continued elevated marine loan interest rates relative to historical averages. Over 85% of these loans come from non-OTH brokers and dealers reflecting an opportunity for OTH to increase the attachment rate of Azure financing with each boat sale and thereby growing this high margin business internally.

Gross profit increased 30.6% to $11.5 million, compared to $8.8 million, in 2024. The increase was primarily driven by higher overall sales volume and continued improvements in inventory sourcing and purchasing strategies, particularly within the pre-owned boat segment. Gross profit as a percentage of sales increased by approximately 70 basis points to 9.6% in 2025, compared to 8.9%, in the same period in 2024. Pre-owned boat gross profit increased 32.1% to $8.4 million, compared to $6.3 million, in the same period in 2024, while new boat gross profit increased modestly to $0.8 million from $0.7 million, in the same period in 2024. Azure Finance related gross profit was $1.5 million, compared to $1.7 million, in the same period of 2024.

Operating expenses were $10.7 million for the year ended December 31, 2025, compared to $5.8 million, in 2024. The increase was driven by increased marketing investments and infrastructure investments to support the Company’s continued growth and expansion following its initial public offering, as well as $1.8 million of stock-based compensation recognized during the year. The Company expects operating expenses as a percentage of revenue to decline over time as it continues to scale the business and realize operating leverage that comes from the addition of high-margin businesses that are growing from a small base, like the Azure Finance division.

Interest expense related to floorplan financing increased to $1.9 million, compared to $1.1 million in the same period in 2024, reflecting increased utilization of the Company’s inventory financing facilities.

Net loss for 2025 was $1.9 million, compared to net income of $1.0 million, in the same period of 2024. The change was primarily driven by higher operating expenses associated with scaling the business and expenses related to becoming a public company.

Adjusted EBITDA was $0.437 million, compared to $1.2 million, in 2024, reflecting increased operating costs associated with the Company’s growth initiatives and public company infrastructure.

As of December 31, 2025, the Company had $12.4 million in cash, compared to $2.27 million on September 30, 2025.

Working capital improved to $9.4 million on December 31, 2025, compared to negative $0.4 million on December 31, 2024. The improvement was primarily driven by the successful completion of the Company’s initial public offering in November 2025, which generated approximately $13.4 million in cash proceeds, strengthening the Company’s liquidity position and balance sheet.

Total assets were $48.4 million on December 31, 2025, compared to $31.6 million on December 31, 2024. Total liabilities were $36.5 million, consisting primarily of $25.3 million in floorplan notes payable, as well as accounts payable, customer deposits, and operating lease liabilities.

The Company believes its current cash position, combined with operating cash flow and available inventory financing facilities, provides sufficient liquidity to support planned growth investments.

FourthQuarter Financial Discussion

Fourth quarter revenues of $37.3 million, increased 25.2%, compared to fourth quarter revenues of $29.8 million, in 2024, this revenue increase was due to the increase in floor plan and the addition of Autograph Yachts. Revenue from arranging financing products, including financing, insurance and extended warranty contracts, to customers through various fourth-party financial institutions and insurance companies, was $0.820 million as compared to $0.845 million, in the same period of 2024.

We sold 62% more boats in the fourth quarter of 2025 selling 117 in the fourth quarter of 2025 versus 72 boats in the same period of 2024. We believe sales can continue to grow at a higher rate going forward due to an increased broker pool and a larger amount of capital to grow our floor plan and increase the number of boats we can transact.

The Company plans to increase the attachment rate of Azure financing with our boat sales and thereby growing the business internally.

Gross profit was $3.1 million compared to $1.9 million in the same period of 2024. Our gross profit as a percentage of sales increased by 20 basis points. Our boat sales gross profit increased $2.7 million which we believe results from our purchasing team’s skillful buying decisions for our pre-owned boat inventory.

Operating expenses totaled $4.9 million compared to $1.8 million in the same period of 2024. The increase in SG&A primarily reflects investments in go-to-market capacity and public company infrastructure to support substantially higher expected revenue over the next several years.

Floor plan interest expense was $0.578 million compared to $0.482 million for 2024.

Conference Call and Webcast

The Company will host an earnings conference call today, March 30, 2026, at 4:30 P.M. Eastern Time. To participate in the call, please dial (800) 715-9871 (domestic), or (646) 307-1963 (international). The conference passcode is 5863262. This call is being webcast and can be accessed using the conference passcode 5863262, on the Investor Relations section of the company’s website at https://investor.offthehookyachts.com/. The online replay will be available for a limited time following the call.

About Off The Hook Yachts Inc.

Founded in 2012, Off The Hook YS Inc. is a vertically integrated, marine marketplace transforming how boats are bought, sold, and financed across the United States. Leveraging proprietary technology, deep transaction data, and a national acquisition network, the Company increases speed, transparency, and inventory velocity across boat brokerage, wholesale trading, auctions, financing, and marine services, with an integrated ecosystem that includes Autograph Yacht Group, Azure Funding, and proprietary lead-generating platforms. Headquartered in Wilmington, North Carolina, Off The Hook is rapidly expanding its national footprint and market share within the $57 billion U.S. marine industry.

Cautionary Statement Regarding Forward-Looking Statements

This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Off The Hook YS Inc.’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section entitled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Off The Hook YS Inc. undertakes no duty to update such information except as required under applicable law.

Contacts:

Company


Chad Corbin

Chief Financial Officer (CFO)

chadcorbin@offthehookys.com

InvestorRelations


John Evans

Investor Relations

john@offthehookys.com


OFFTHE HOOK YS INC.

ConsolidatedBalance Sheets as of December 31, 2025 and 2024

December<br> 31, 2024
ASSETS
CURRENT<br> ASSETS:
Cash<br> and cash equivalents 12,428,774 $ 2,927,126
Accounts<br> receivable, net 269,938 104,317
Inventory 26,035,844 22,593,422
Prepaid<br> expense 706,256 2,388,782
Private<br> label receivable - 4,942
Other<br> current assets 434,584 840,401
TOTAL<br> CURRENT ASSETS 39,875,396 28,858,990
NON-CURRENT<br> ASSETS
Property,<br> plant and equipment, net 823,231 461,709
Other<br> receivable 27,486 42,192
Private<br> label receivable - 185,550
Due<br> from related party 44,623 11,313
Right-of-use<br> assets 6,516,415 1,505,986
Goodwill 570,000 570,000
Intangible<br> assets, net 560,406 -
TOTAL<br> NON-CURRENT ASSETS 8,542,161 2,776,750
TOTAL<br> ASSETS 48,417,557 $ 31,635,740
LIABILITIES<br> AND STOCKHOLDERS’ EQUITY
CURRENT<br> LIABILITIES
Accounts<br> payable 1,471,198 $ 962,725
Accrued<br> liabilities 790,804 507,284
Lease<br> liabilities, current 963,731 382,731
Line<br> of credit - 2,833,400
Current<br> portion of long-term debt 32,453 137,468
Due<br> to related party 315,088 1,422,540
Customer<br> deposits 1,210,447 2,350,219
Floor<br> plan notes payable 25,312,694 20,595,517
Other<br> current liabilities 773,821 110,547
TOTAL<br> CURRENT LIABILITIES 30,870,236 29,302,431
LONG-TERM<br> LIABILITIES
Long-term<br> debt, noncurrent 62,003 229,295
Lease<br> liabilities, noncurrent 5,650,165 1,136,624
TOTAL<br> LONG-TERM LIABILITIES 5,712,168 1,365,919
TOTAL<br> LIABILITIES 36,582,404 30,668,350
STOCKHOLDERS’<br> EQUITY
Common<br> stock, with 0.001 par value, 100,000,000 number of common stock authorized, 24,020,000 and 20,000,000 shares of common stock issued<br> and outstanding as of December 31, 2025 and 2024*, respectively 24,020 20,000
Additional<br> paid-in capital 17,964,567 2,774,944
Common<br> stock payable 350,000 -
Accumulated<br> loss (6,503,434 ) (1,827,554 )
TOTAL<br> STOCKHOLDERS’ EQUITY 11,835,153 967,390
TOTAL<br> LIABILITIES AND STOCKHOLDERS’ EQUITY 48,417,557 $ 31,635,740

All values are in US Dollars.


OFFTHE HOOK YS INC.

ConsolidatedStatements of Operations for the Years Ended December 31, 2025, and 2024

For<br> the years ended December 31,
2025 2024
Revenues $ 119,866,298 $ 98,995,562
Cost<br> of revenues 108,400,082 90,214,652
Gross<br> profit 11,466,216 8,780,910
Operating<br> expenses:
Depreciation<br> and amortization 310,871 255,240
Selling,<br> general and administrative 2,427,881 1,752,325
Advertising<br> and marketing 1,162,037 489,008
Professional<br> services 459,010 433,207
Salaries<br> and wages 5,775,259 2,689,843
Rent<br> expenses 868,246 477,364
Total<br> operating expenses 11,003,304 6,096,987
Income<br> from operations 462,912 2,683,923
Other<br> income (expenses):
Interest<br> expense, net (2,261,241 ) (1,622,461 )
Other<br> income (185,501 ) 22,107
Other<br> expense (19,922 ) (91,885 )
Total<br> other expenses (2,466,664 ) (1,692,239 )
Net<br> (loss) income before income taxes (2,003,752 ) 991,684
Income<br> tax benefit (131,955 ) -
Net<br> (loss) income $ (1,871,797 ) $ 991,684
Basic<br> and diluted net (loss) income per common share $ (0.09 ) $ 0.05
Basic<br> and diluted weighted average common share outstanding $ 20,509,356 $ 20,000,000

OFFTHE HOOK YS INC.

ConsolidatedStatements of Cash Flows for the Years Ended December 31, 2025, and 2024


For<br> the years ended December 31,
2025 2024
Cash<br> flows from operating activities:
Net<br> (loss) income $ (1,871,797 ) $ 991,684
Adjustments<br> to reconcile net loss to net cash used in operating activities:
Depreciation<br> and amortization 310,871 255,240
Imputed<br> interest - 40,746
Non-cash<br> lease expense 84,112 8,302
Stock-based<br> compensation 1,800,899 -
Non-cash<br> income tax benefit
Changes<br> in operating assets and liabilities: (132,911 )
Accounts<br> receivable (165,621 ) 74,804
Private<br> label receivable 190,492 1,412,228
Other<br> receivable 14,706 90,034
Inventory (3,442,422 ) (10,036,610 )
Prepaid<br> expense 1,682,526 4,755
Other<br> current assets 405,817 (568,275 )
Due<br> from related parties (33,310 ) (11,313 )
Accounts<br> payable 508,473 740,541
Accrued<br> liabilities 427,269 204,722
Customer<br> deposits (1,139,772 ) (326,216 )
Other<br> current liabilities 663,274 11,125
Net<br> cash used in operating activities (697,394 ) (7,108,233 )
Cash<br> flows from investing activities:
Capital<br> expenditure of fixed assets (577,456 ) (25,012 )
Acquisition<br> of intangible assets (172,432 ) -
Net<br> cash used in investing activities (749,888 ) (25,012 )
Cash<br> flows from financing activities:
Proceeds<br> from line of credit 1,308,793 1,318,170
Payment<br> to line of credit (4,142,193 ) (898,998 )
Member<br> distribution (2,804,083 ) (736,289 )
Member<br> contribution 2,644 920,969
Proceed<br> from short-term loan payable - 22,188
Payment<br> to short-term loan payable - (1,070,000 )
Proceed<br> from floorplan notes payables 77,338,112 51,736,268
Payment<br> to floor plan notes payable (72,620,935 ) (41,935,039 )
Proceed<br> from long-term debt 59,429 2,820
Payment<br> to long-term debt (331,736 ) (232,568 )
Proceed<br> from related-party debt 2,917 1,346,771
Payment<br> to related party debt (1,254,118 ) (2,068,552 )
Proceeds<br> from issuance of common stock upon initial public offering 13,390,100
Net<br> cash provided by financing activities 10,948,930 8,405,740
Net<br> change in cash 9,501,648 1,272,495
Cash<br> and cash equivalents, beginning of period 2,927,126 1,654,631

Non-GAAP Financial Information

To supplement OTH’s financial information presented in accordance with generally accepted accounting principles in the United States of America, or GAAP, OTH presents certain financial measures that are not prepared in accordance with GAAP, including adjusted EBITDA. These non-GAAP financial measures, which are defined below, should not be considered in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. These non-GAAP financial measures are not based on any standardized methodology prescribed by GAAP and are not necessarily comparable to similarly titled measures presented by other companies.

OTH is presenting these non-GAAP financial measures to assist investors in seeing OTH’s operating results through the eyes of management and because OTH believes that these measures provide a useful tool for investors to use in assessing OTH’s operating performance against prior period operating results and against business objectives. OTH uses non-GAAP financial measures to evaluate its operating results and for financial and operational decision-making.

The accompanying tables provide more detail on the GAAP financial measures that are most directly comparable to the non-GAAP financial measures described above and the related reconciliations between these financial measures.

Adjusted EBITDA

We define and calculate adjusted EBITDA as GAAP net income (loss) before interest income or expense, income tax (benefit) expense, depreciation and amortization, and further adjusted for the items as described in the reconciliation below.

These include, but are not limited to the following:

non-cash<br> expenses, such as depreciation and amortization and stock-based compensation
interest<br> expense and income tax expense or benefit
--- ---

The following tables present a reconciliation of adjusted EBITDA to our net (loss) income, which is the most directly comparable GAAP measure for the periods presented. We believe this information will be useful for investors to facilitate comparisons of our operating performance and identify trends in our business.

Years<br> Ended December 31,
Description 2025 2024 Change
Net<br> (loss) income $ (1,871,797 ) $ 991,684 $ (2,863,481 )
Interest<br> expense – other 328,942 - 328,942
Income<br> tax benefit (131,955 ) - (131,955 )
Depreciation<br> and amortization 310,871 255,240 55,631
Stock-based<br> compensation 1,800,899 - 1,800,899
Adjusted<br> EBITDA $ 436,960 $ 1,246,924 $ 809,964