8-K
OFF THE HOOK YS INC. (OTH)
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): February 23, 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> of incorporation) | (Commission<br><br> File Number) | (I.R.S.<br> Employer<br><br> Identification 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 February 23, 2026, Off The Hook YS Inc. (the “Company”) issued a press release: “Off The Hook to Host Investor Webinar to Discuss APEX Acquisition Expected to Add $30M in Revenue and Deliver $3M in Annual Cost Savings”. 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 to Host Investor Webinar to Discuss APEX Acquisition Expected to Add $30M in Revenue and Deliver $3M in Annual Cost Savings” dated February 23, 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> February 23, 2026 | Off The Hook YS Inc. | |
|---|---|---|
| By: | /s/ Brian John | |
| Name: | Brian<br> John | |
| Title: | Chief<br> Executive Officer |
Exhibit99.1
OffThe Hook to Host Investor Webinar to Discuss APEX Acquisition Expected to Add $30M in Revenue and Deliver $3M in Annual Cost Savings
Wilmington,NC – February 23, 2026 – Off The Hook YS Inc. (NYSE American: OTH) (“Off the Hook Yachts” or “Off the Hook” or “the Company”), a vertically integrated, AI-powered marine marketplace and the largest buyer and seller of used boats in the nation, is pleased to invite investors to a webinar on February 23, 2026, at 4:15 p.m. ET.
The exclusive event, hosted by RedChip Companies, will feature Brian John, CEO of Off The Hook Yachts, who will discuss the Company’s recently announced definitive agreement to acquire Apex Marine Group of Companies (APEX), a premier South Florida marine service, storage, and sales organization.
| ● | Contribution<br> of approximately $30 million in annual revenue in 2025 (unaudited) |
|---|---|
| ● | Estimated<br> $3 million in annual cost savings, elimination of third-party service providers and<br> storage fees. |
| ● | Addition<br> of great brands like Pursuit, Fountain, Solace and Nauticstar to its arsenal. |
| ● | Addition<br> of a seasoned team of “new boat” brokers |
During the presentation, Mr. John will outline the strategic rationale behind the acquisition, integration plans, and how the transaction establishes a centralized South Florida mega sales, service and refurbishment destination. He will discuss how the expanded in-house infrastructure complements the Company’s industry-leading AI-powered marketplace by accelerating inventory turnover, enhancing pricing precision and quality control, strengthening its international buyer network, and positioning Off The Hook for margin expansion and scalable long-term growth.
The acquisition, which includes four strategically located South Florida facilities in Miami, Palm Beach, Stuart and the Keys, is expected to close within approximately 60 days, subject to customary conditions.
A live Q&A session with management will follow the presentation.
Toregister for the free webinar, please visit: https://www.redchip.com/webinar/OTH/81364619254
Questions can be pre-submitted to OTH@redchip.com or asked online during the live event.
AboutOff The Hook YS Inc.
Founded in 2012, Off The Hook YS Inc. is a vertically integrated, AI-powered 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-generation 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.
Contact
Investor Relations
ir@offthehookys.com
Dave Gentry
RedChip Companies Inc.
1-800-REDCHIP (733-2447)
1-407-644-4256
OTH@redchip.com
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.