8-K
OFF THE HOOK YS INC. (OTH)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 15, 2025
Offthe Hook YS Inc
(Exact name of the registrant as specified in its charter)
| Nevada | 001-42930 | 99-4103908 |
|---|---|---|
| (State<br> or other jurisdiction of<br><br> incorporation) | (Commission<br><br> File Number) | (IRS<br> Employer<br><br> Identification No.) |
1701 Jel Wade Drive
Wilmington,
NC 28401
(Address of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code: (910-239-9344)
[Not Applicable]
(Former name or 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 (see General Instruction A.2. below):
| ☐ | 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, par value $0.001 per share | OTH | NYSE<br> American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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. ☐
| Item 2.02 | Results of Operations and Financial Condition |
|---|
On December 15, 2025, Off the Hook YS Inc. (the “Company”) issued a press release announcing certain financial results for its third fiscal quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.
The information under this Item 2.02 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 7.01 | Regulation FD Disclosure |
|---|
In addition to announcing financial results, the press release discussed, among other things, recent operational highlights. A copy of the press release is attached herewith as Exhibit 99.1.
The information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section. In addition, the information in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Exhibits |
|---|---|
| Exhibit No. | Description |
| --- | --- |
| 99.1 | Press Release dated December 15, 2025, reporting the financial results for its third fiscal quarter ended September 30, 2025. |
| 104 | Cover<br> Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags<br> are 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 behalf of the undersigned hereunto duly authorized.
| Off The Hook YS Inc. | ||
|---|---|---|
| Date:<br> December 15, 2025 | By: | /s/<br> Brian John |
| Brian<br> John | ||
| Chief<br> Executive Officer |
Exhibit99.1
OffThe Hook Yachts Reports Third Quarter Financial and Operating Results
ThirdQuarter Revenues of $24.0 million
RecordNine Month Revenues of $82.6 million, up 19.3% YOY
ThirdQuarter Number of Boats totaled 112 units, up 51% YOY
Issues 2026 Full Year Revenue Guidance
Wilmington,NC (GLOBE NEWSWIRE — December 15, 2025) — Off The Hook YS Inc. (NYSE: “OTH”, or “Off the Hook Yachts”), one of America’s largest buyer and seller of pre-owned boats, today announced financial results for the third quarter ended September 30, 2025. The Company will host a live conference call today Monday, December 15, 2005, at 4:30 P.M. EST.
“I’d like to acknowledge my team in the outstanding performance this quarter, even as we executed on our initial public offering on November 14, 2025 where we raised $15 million. I’m also proud of our recent successful launch of Autograph Yacht Group, located in Jupiter, Florida, and our 45 brokers, positioned throughout the United States. By leveraging its nationwide broker network, advanced CRM technology, and synergistic portfolio of entities, OTH delivers exceptional value to clients. As we continue to focus on the pre-owned boat market, we believe that we can quickly capitalize on boating trends whether pre-owned boat prices go up or down,” said Brian John, Chief Executive Officer of OTH.
2025Third Quarter Highlights
| ● | Completed<br> our IPO on November 14, 2025 |
|---|---|
| ● | Revenue<br> was $24.0 million, compared to $25.8 million in 2024 |
| ● | Third<br> quarter number of boats sold grew 51.1% to 112 |
| ● | Second<br> highest quarterly boat sales in the Company’s history, following a record 117 units<br> in the seasonally strong second quarter |
| ● | Net loss of $0.07 million with adjusted EBITDA of $0.5 million |
| ● | Gross<br> profit of $3.0 million compared to $2.9 million in 2024 |
| ● | Opened<br> our premier yacht broker division, Autograph Yacht Group in South Florida |
| ● | Added<br> ten new brokers to our growing team of brokers |
2025Nine Month Highlights
| ● | Record<br> revenue of $82.6 million, an increase of 19.3% |
|---|---|
| ● | Record<br> number of boats sold, grew 24.4% to 310 |
| ● | Net<br> income of $0.8 million |
| ● | Adjusted<br> EBITDA was $2.6 million, compared to $3.1 million in 2024 |
| ● | Gross<br> profit of $8.4 million for the nine months ended September 30, 2025, compared<br> to $6.9 million for the nine months ended September 30, 2024., an increase<br> of $1.5 million |
2026 Full Year Guidance
For 2026 the Company expects that annual revenue will be between $140 million and $145 million.
ThirdQuarter Financial Discussion
Third quarter revenues of $24.0 million decreased 7.2%, compared to third quarter revenues in 2024, a portion of the revenue decrease is attributed to several larger pre-owned boat sales closing in the first few days in Q4. We sold 51.1% more boats in the third quarter of 2025 selling 112 in the third quarter of 2025 versus 74 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.
Revenue from boat sales decreased by $1.8 million, or (7.18)%, to $23.4 million. Despite a slight decrease in boat revenues which was primarily attributed to time of sale completion of a few large boats, we are still seeing strong demand and expect this to be reflected in our 4th-quarter revenues. Revenue from arranging financing products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies, was $0.6 million as compared to $0.7 million in 2024. The Company plans to increase the attachment rate of Azure with our boat sales and thereby growing the business internally.
Gross profit was $3.0 million compared to $2.9 million in 2024. Our gross profit as a percentage of sales increased slightly. Our boat sales gross profit increased $0.2 million as a result of our purchasing team’s skillful buying decisions for our pre-owned boat inventory. Finance related gross profit decreased $0.1 million.
Operating expenses were $2.7 million compared to $1.6 million in 2024. SG&A increased primarily because we added go-to-market capacity and public-company capabilities designed to support significantly higher revenue over the next several years.
Floor plan interest expense was $0.4 million compared to $0.3 million for 2024. Adjusted EBITDA was $0.5 million in the third quarter of 2025, versus $1.4 million in the same period in 2024.
GAAP diluted earnings per share for the third quarter in 2025 was ($0.003), compared to $0.048 in the same period in 2024.
NineMonth Financial Discussion
Revenue was $82.6 million as compared to $69.2 million in 2024, an increase of 19.3%. The revenue increase is primarily due to an increase in new and pre-owned boat sales. Revenue from boat sales increased 20.39%, to $80.7 million compared to $67.1 in 2024. The revenue increase is primarily attributed to our increased utilization of our floor plan financing facility. Revenue from arranging financing products, including financing, insurance and extended warranty contracts, to customers through various third-party financial institutions and insurance companies was $1.9 million as compared to $2.2 million for 2024.
Gross profit was $8.4 million as compared to $6.9 million in 2024, an increase of 20.8%. This increase was primarily driven by our increase in overall sales revenue, specifically our pre-owned boat segment. Our gross profit as a percentage of sales increased slightly. Boat sale gross profit was $7.3 million as compared to $5.6 million in 2024, an increase of 29.3%. Finance related gross profit was $1.1 million as compared to $1.3 million in 2024.
Operating expenses were $6.1 million as compared to $4.3 million in 2024. This increase includes one-time expenses such as IPO costs, and all fees associated for launching Autograph Yacht Group. This growth is broadly in line with our plan, and we expect SG&A as a percentage of revenue to decline over time as we realize operating leverage.
Floor plan interest expense was $1.4 million as compared to $0.7 million in 2024. Floor plan interest expense is increasing as we sell more boats and hold more inventory in order to give brokers and customers a wider selection of used boats.
ConferenceCall and Webcast
The Company will host an earnings conference call on December 15, 2025, at 4:30 P.M. Eastern time. All interested parties can join the call. 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 beginning immediately following the call.
AboutOff The Hook YS Inc.
Founded in 2012, Off The Hook YS Inc. has become one of America’s largest buyers and sellers of pre-owned boats. Headquartered in Wilmington, North Carolina, with operations throughout the East Coast and South Florida, the Company acquires more than $100 million in boats and yachts annually. Off The Hook Yachts leverages AI-assisted valuation tools and a data-driven sales platform to bring speed and transparency to yacht transactions, supported by a nationwide network of offices and marinas offering brokerage, wholesale, and performance yacht sales. Customers can buy boats from our many boat brokers including Autograph Yacht Group, our premier yacht brokerage offering expert service, exclusive listings, and a refined approach to buying and selling yachts. They can finance them with our Azure Funding Division, our recreational loan broker and lender providing financing solutions for individuals, dealerships, and brokerages. Off the Hook Yacht Services provides high-quality maintenance, repair, and support services yacht servicing. Marine Asset Recovery provides asset recovery and repossession services. In addition to our company digital property, Boatsandbuyers.com and Webuyboats.com provide boat auction and lead generation services. To purchase a boat, explore our inventory or visit the Autograph Yacht Group website.
CautionaryStatement 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 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.
Contacts:
Off The Hook YS, Inc.:
Chad Corbin
Chief Financial Officer
Ccorbin@offthehookys.com
Investor Contact:
John Evans, Riverside Capital
(415) 309-0230
IR@offthehookys.com
Appendix
OFFTHE HOOK YS, INC.
CondensedConsolidated Balance Sheets
($in thousands, except share and per share data)
| December 31, 2024 | |||||
|---|---|---|---|---|---|
| (Audited) | |||||
| ASSETS | |||||
| CURRENT ASSETS: | |||||
| Cash and cash equivalents | 2,267,564 | $ | 2,927,126 | ||
| Accounts receivable, net | 244,400 | 104,317 | |||
| Inventory | 24,015,983 | 22,593,422 | |||
| Prepaid expense | 2,281,347 | 2,388,782 | |||
| Private label receivable | - | 4,942 | |||
| Other current assets | 368,117 | 840,401 | |||
| TOTAL CURRENT ASSETS | 29,177,411 | 28,858,990 | |||
| NON-CURRENT ASSETS | |||||
| Property, plant and equipment, net | 498,156 | 461,709 | |||
| Other receivable | 43,366 | 42,192 | |||
| Private label receivable | - | 185,550 | |||
| Due from related party | - | 11,313 | |||
| Right-of-use assets | 1,868,839 | 1,505,986 | |||
| Goodwill | 570,000 | 570,000 | |||
| Intangible assets, net | 456,111 | - | |||
| TOTAL NON-CURRENT ASSETS | 3,436,472 | 2,776,750 | |||
| TOTAL ASSETS | 32,613,883 | $ | 31,635,740 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| CURRENT LIABILITIES | |||||
| Accounts payable | 627,237 | $ | 962,725 | ||
| Accrued liabilities | 519,204 | 507,284 | |||
| Lease liabilities, current | 491,945 | 382,731 | |||
| Line of credit | 2,842,682 | 2,833,400 | |||
| Current portion of long-term debt | 219,321 | 137,468 | |||
| Due to related party | 1,322,015 | 1,422,540 | |||
| Customer deposit | 1,690,533 | 2,350,219 | |||
| Floor plan notes payable | 23,478,756 | 20,595,517 | |||
| Other current liabilities | 213,631 | 110,547 | |||
| Contingent liabilities | 350,000 | - | |||
| TOTAL CURRENT LIABILITIES | 31,755,324 | 29,302,431 | |||
| LONG-TERM LIABILITIES | |||||
| Long-term debt, noncurrent | 67,924 | 229,295 | |||
| Lease liabilities, noncurrent | 1,401,170 | 1,136,624 | |||
| TOTAL LONG-TERM LIABILITIES | 1,469,094 | 1,365,919 | |||
| TOTAL LIABILITIES | 33,224,418 | 30,668,350 | |||
| MEMBERS’ DEFICIT | |||||
| Common stock, with 0.001 par value, 100,000,000 number of common stocks authorized, 20,000,000 shares of common stocks issued and outstanding as of September 30, 2025, and December 31, 2024, respectively. * | 20,000 | 20,000 | |||
| Additional paid-in capital | 2,774,944 | 2,774,944 | |||
| Retained earnings | (3,405,479 | ) | (1,827,554 | ) | |
| TOTAL MEMBERS’ EQUITY | (610,535 | ) | 967,390 | ||
| TOTAL LIABILITIES AND MEMBERS’ EQUITY | 32,613,883 | $ | 31,635,740 |
All values are in US Dollars.
OFFTHE HOOK YS, INC.
CondensedConsolidated Statements of Income
($in thousands, except share and per share data)
| For the three months ended<br><br> <br>September 30, | For the nine months ended<br><br> <br>September 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | |||||||||
| Revenues | $ | 24,005,345 | $ | 25,865,198 | $ | 82,592,188 | $ | 69,225,871 | ||||
| Cost of revenues | 20,975,546 | 22,963,223 | 74,218,978 | 62,296,256 | ||||||||
| Gross profit | 3,029,799 | 2,901,975 | 8,373,210 | 6,929,615 | ||||||||
| Operating expenses: | ||||||||||||
| Depreciation and amortization | 87,162 | 68,760 | 210,372 | 206,787 | ||||||||
| Selling, general and administrative | 617,396 | 256,616 | 1,441,248 | 1,053,275 | ||||||||
| Advertising and marketing | 220,851 | 95,202 | 597,506 | 314,081 | ||||||||
| Professional services | 68,892 | 119,793 | 170,372 | 288,375 | ||||||||
| Salaries and wages | 1,513,401 | 941,514 | 3,113,964 | 2,148,143 | ||||||||
| Rent expenses | 211,689 | 126,459 | 596,250 | 313,514 | ||||||||
| Total operating expenses | 2,719,391 | 1,608,344 | 6,129,712 | 4,324,175 | ||||||||
| Income from operations | 310,408 | 1,293,631 | 2,243,498 | 2,605,440 | ||||||||
| Other expenses: | ||||||||||||
| Interest expense, net | (500,360 | ) | (404,281 | ) | (1,616,872 | ) | (1,205,638 | ) | ||||
| Other income | 123,286 | 71,118 | 150,323 | 272,672 | ||||||||
| Total expenses | (377,074 | ) | (333,163 | ) | (1,466,549 | ) | (932,966 | ) | ||||
| Net Income (loss) | $ | (66,666 | ) | $ | 960,468 | $ | 776,949 | $ | 1,672,474 | |||
| Basic and diluted net income per membership shares | $ | (0.003 | ) | $ | 0.048 | $ | 0.039 | $ | 0.084 | |||
| Basic and diluted weighted average membership shares outstanding | 20,000,000 | 20,000,000 | 20,000,000 | 20,000,000 |
*Par value of common stocks, additional paid-in capital and share data have been retrospectively restated to give effect to the reorganization that is discussed in Note 1.
OFFTHE HOOK YS, INC.
CondensedConsolidated Statements of Cash Flows
($in thousands, except share and per share data)
| For the nine months ended September 30, | ||||||
|---|---|---|---|---|---|---|
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net income | $ | 776,949 | $ | 1,672,474 | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Depreciation and amortization | 210,372 | 206,787 | ||||
| Imputed interest | - | 10,688 | ||||
| Changes in operating assets and liabilities: | ||||||
| Accounts receivable | (140,083 | ) | (87,820 | ) | ||
| Private label receivable | 190,492 | 990,516 | ||||
| Other receivable | (1,174 | ) | (16,363 | ) | ||
| Inventory | (1,422,561 | ) | (5,553,367 | ) | ||
| Prepaid expense | 107,435 | (217,016 | ) | |||
| Other current assets | 472,284 | (779,428 | ) | |||
| Due from related parties | 11,313 | (13,991 | ) | |||
| Right-of-use assets | 357,930 | 167,587 | ||||
| Accounts payable | (335,488 | ) | 151,937 | |||
| Accrued liabilities | 11,920 | (92,090 | ) | |||
| Customer deposits | (659,686 | ) | 105,202 | |||
| Other current liabilities | 103,084 | 505,008 | ||||
| Lease liabilities | (347,023 | ) | (157,846 | ) | ||
| Net cash used in operating activities | (664,236 | ) | (3,107,722 | ) | ||
| Cash flows from investing activities: | ||||||
| Purchase of fixed assets | (202,930 | ) | (47,220 | ) | ||
| Acquisition of intangible assets | (150,000 | ) | - | |||
| Net cash used in investing activities | (352,930 | ) | (47,220 | ) | ||
| Cash flows from financing activities: | ||||||
| Proceeds from line of credit | 79,732 | 1,311,612 | ||||
| Payment to line of credit | (70,450 | ) | (592,440 | ) | ||
| Member distribution | (2,354,874 | ) | (835,111 | ) | ||
| Proceed from short-term loan payable | - | 108,855 | ||||
| Payment to short-term loan payable | - | (70,000 | ) | |||
| Proceed from floorplan notes payables | 55,264,450 | 32,232,333 | ||||
| Payment to floor plan notes payable | (52,381,211 | ) | (26,474,162 | ) | ||
| Proceed from long-term debt | 59,428 | 311,748 | ||||
| Payment to long-term debt | (138,946 | ) | (364,633 | ) | ||
| Proceeds from related party debts | 12,020 | 1,336,455 | ||||
| Repayments on related party debts | (112,545 | ) | (1,753,157 | ) | ||
| Net cash provided by financing activities | 357,604 | 5,211,500 | ||||
| Net change in cash | (659,562 | ) | 2,056,558 | |||
| Cash and cash equivalents, beginning of period | $ | 2,927,126 | 1,654,631 | |||
| Cash and cash equivalents, end of period | $ | 2,267,564 | $ | 3,711,189 | ||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: | ||||||
| Cash paid for interest | 1,617,156 | 1,194,950 | ||||
| NON-CASH INVESTING AND FINANCING ACTIVITIES | ||||||
| Establishment of ROU assets and liabilities | $ | 720,783 | $ | 1,498,815 | ||
| Stock consideration recorded as contingent liability for assets acquisition | $ | 350,000 | $ | - |
Non-GAAPFinancial 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’s 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 the non-GAAP financial measures in evaluating its operating results and for financial and operational decision-making purposes.
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.
AdjustedEBITDA
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. We believe this information will be useful for investors to facilitate comparisons of our operating performance and better identify trends in our business.
Adjusted EBITDA excludes certain expenses that are required to be presented in accordance with GAAP because management believes they are non-core to our regular business. 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; and |
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.
| For the three months ended<br><br> September 30, | For the nine months ended<br><br> September 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | 2025 | 2024 | ||||||
| Net (loss) income | $ | (66,666 | ) | $ | 960,468 | $ | 776,949 | $ | 1,672,474 |
| Interest expense, net | 500,360 | 404,281 | 1,616,872 | 1,205,638 | |||||
| Depreciation and amortization | 87,162 | 68,760 | 210,372 | 206,787 | |||||
| Adjusted EBITDA | $ | 520,856 | $ | 1,433,509 | $ | 2,604,193 | $ | 3,084,899 |