8-K

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): January 28, 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 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 January 28, 2026, Off The Hook YS Inc. (the “Company”) issued a press release: “Off The Hook Yachts Featured in New York Post Article: From Start-Up to New York Stock Exchange”. 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 “Off The Hook Yachts Featured in New York Post Article: From Start-Up to New York Stock Exchange” dated January 28, 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> January 28, 2026	Off The Hook YS Inc.
	By:	/s/ Brian John
	Name:	Brian<br> John
	Title:	Chief<br> Executive Officer

Exhibit99.1

OffThe Hook Yachts Featured in New York Post Article: From Start-Up to New York Stock Exchange

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Articlearticulates how founder Jason Ruegg has profitably grown the business from a college side-hustle to America’s largest pre-ownedboat company

Wilmington, NC — January 28, 2026 — Off The Hook YS Inc. (NYSE American: OTH) (“Off the Hook Yachts” or “Off the Hook” or “the Company”), America’s largest buyer and seller of pre-owned boats, today announced the publication of an article titled “How a yacht-flipping business went from college side hustle to $68M publicly traded company” in the New York Post. The article can be read in full HERE.

Key highlights of the article include:

●	From College Hustle to $68M Public Company

Founder Jason Ruegg turned a simple side hustle into Off The Hook Yachts, now the largest pre-owned boat seller in the U.S. The company went public, raised $15 million in its IPO, and now buys about $100 million worth of used boats annually, positioning itself as the “Carvana for boats.”

●	Tech-Enabled, Fast-Turn Inventory Model

Off The Hook’s AI-powered platform rapidly matches buyers and sellers, often closing deals within a day. With in-house financing, inspections, and closing services, the Company turns inventory about five times per year, far above industry norms.

●	Strong Growth, Profitable & Recession-Resilient

Off The Hook has expanded its buying power to $60 million, is breaking sales records even in uncertain markets, and plans major growth, including opening its new headquarters in Florida and scaling to 1,000 employees by 2027.

AboutOff The Hook YS Inc.

Founded in 2012, Off The Hook YS Inc., America’s largest buyer and seller of pre-owned boats, is a vertically integrated marine platform transforming how a market of ~1 million used boats and yachts are bought, sold, and financed across the U.S. annually. The Company’s proprietary AI-powered systems and national acquisition model drive unmatched speed, efficiency, and transparency leading to its acquisition of more than $100 million in boat purchases annually at a 5X inventory turn. With a scalable infrastructure spanning technology, wholesale, brokerage, financing, asset recovery, repair, and support yacht services, Off The Hook is well-positioned to lead the evolving $57 billion marine market. Off The Hook’s vertically integrated businesses include: Autograph Yacht Group, Azure Funding, Boats & Buyers, and We Buy Boats.

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Contact

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Investor Relations

ir@offthehookys.com

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Forward-LookingStatements

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 titled “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.