Form 8-K

8-K — OFF THE HOOK YS INC.

Accession: 0001493152-26-023064

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0002067767

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

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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): May 14, 2026

Off

the Hook YS Inc

(Exact

name of the registrant as specified in its charter)

Nevada

001-42930

33-2636992

(State

or other jurisdiction of

incorporation)

(Commission

File Number)

(IRS

Employer

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

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting

material pursuant to Rule 14A-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement

communications pursuant to Rule 14D-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement

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

Stock, par value $0.001 per share

OTH

NYSE

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 ☒

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

May 14, 2026, Off the Hook YS Inc. (the “Company”) issued a press release announcing certain financial results for its first

fiscal quarter ended March 31, 2026. 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

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 May 14, 2026, reporting the financial results for its first fiscal quarter ended March 31, 2026.

104

Cover

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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:

May 14, 2026

By:

/s/

Brian John

Brian

John

Chief

Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

Off

The Hook YS Inc. Reports First Quarter 2026 Financial and Operating Results

First

quarter 2026 revenue increased 9.6% year over year to $29.8 million

Increased

2026 revenue guidance to $165–$170 million

Wilmington,

NC, May 14, 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 quarter ended March 31, 2026. The Company will host a live conference call today at 4:30 P.M. Eastern Time.

“We

achieved record revenue of $29.8 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 of Off The Hook Yachts.

“Despite

what is normally a seasonably slow first quarter, we achieved record results, growing monthly revenue that has continued into the second

quarter. We believe Off the Hook is well-positioned to continue accelerating growth in 2026. Early second quarter trends have been encouraging

and based on current expectations we are raising our guidance for the full year. We will also continue our focus on building one of the

leading platforms in the recreational marine market” added Mr. John.

“This

morning we announced the completion of the Apex Marine acquisition which strengthens our position in South Florida and adds important

operating infrastructure to support our storage, service, and resale strategy. Apex gives us a physical hub in one of our most active

markets, with the potential to reduce outsourced service costs, improve turn times and support higher transaction volumes as we continue

scaling the platform. We believe the future of this industry requires both technology and infrastructure, and Apex is an important investment

in that combined model” concluded Mr. John.

2026

First Quarter Highlights

● Revenue

increased 9.6% to $29.8 million compared to $27.2 million during the first quarter of 2025

● Pre-owned

boat sales increased 31.8% compared to the first quarter of 2025

● Sold

127 boats during the first quarter, representing a first quarter record for the Company

● Gross

profit increased 18.5% to $3.2 million compared to $2.7 million in the first quarter of 2025

● Expanded

the Company’s broker network by 30 brokers during the quarter

Completion of Apex Marine Acquisition

On May 13, 2026, Off The Hook completed

its previously announced acquisition of Apex Marine Sales, LLC, Apex Marine Stuart LLC, Apex Marine, LLC and Apex Marine Sales Brokerage,

LLC, collectively referred to as Apex Marine. Located in South Florida, Apex Marine expands the Company’s physical infrastructure

in one of its most active markets and is expected to support Off The Hook’s storage, service, brokerage and pre-owned boat resale

operations.

The acquisition is an important

component of the Company’s strategy to combine technology-enabled boat transactions with the operational infrastructure needed

to support a national marine marketplace. Off The Hook expects Apex Marine to provide additional capacity to store, service and position

boats for resale, while reducing reliance on certain outsourced services and supporting improved inventory turns as transaction volumes

increase.

The acquisition consideration consisted

of cash, common stock and seller financing, as described in the Company’s Current Report on Form 8-K filed with the SEC.

2026

Full Year Guidance

For

full year 2026, the Company expects revenue between $165 million and $170 million compared to prior guidance of $155 million to $160

million.

First

Quarter 2026 Financial Discussion

For

the quarter ended March 31, 2026, revenue increased 9.6% to $29.8 million compared to $27.2 million in the first quarter of 2025. The

increase was primarily driven by increased inventory availability and sales activity, supported by an expansion of the Company’s

floorplan financing facility. Further, the addition of brokers for Off the Hook and our new premier brokerage division, Autograph Yacht

Group, contributed to our revenue growth. These two moves allowed us to increase the number of boats sold compared to the first quarter

of 2025.

New

boat sales decreased by $4.2 million, or 76.4%, to $1.3 million for the three months ended March 31, 2026, from $5.5 million for the

three months ended March 31, 2025. For the three months ended March 31, 2026, we sold 3 new units compared to approximately 7 units for

the three months ended March 31, 2025, a decrease partially attributable to decreased marketing efforts and a slowdown in the new boat

market.

Pre-owned

boat sales increased by $6.7 million, or 31.8%, to $27.8 million for the three months ended March 31, 2026, from $21.1 million for the

three months ended March 31, 2025. For the three months ended March 31, 2026, pre-owned boat unit sales increased 55.0%, to 124 pre-owned

boats, compared to 80 pre-owned units for the same period of 2025. Average price per pre-owned boat sale transaction was approximately

$224,000 (124 units) for the three months ended March 31, 2026, and $263,000 (80 units) for the three months ended March 31, 2025. We

sell a wide range of brands and sizes of pre-owned boats under different types of sales arrangements (e.g., trade-ins, brokerage and

consignment), which causes periodic and seasonal fluctuations in the average sales price.

Finance

Income – Azure

Revenue

from arranging financing products, including financing, insurance and extended warranty contracts, to customers through various third-party

financial institutions and insurance companies decreased by approximately $0.3 million, or approximately 50.0%, to $0.3 million for the

three months ended March 31, 2026, from $0.6 million for the three months ended March 31, 2025. This decrease can be attributed to fluctuations

in our customer mix, with more high-end buyers using cash to purchase, compared to entry-level and lower ticket customers who typically

are more finance dependent.

Gross

Profit

Gross

profit increased by $0.5 million, or 18.3%, to $3.2 million for the three months ended March 31, 2026, compared to $2.7 million for the

three months ended March 31, 2025. Our gross margin of 10.7% increased modestly from 9.9% or 81 basis points. The increase was primarily

driven by higher gross profit from pre-owned boat sales and an increase in brokerage transactions, which generally carry higher margin

profiles due to lower direct costs. These increases were partially offset by a decline in gross profit from new boat sales, reflecting

margin compression and pricing pressures in that segment.

New

boat gross profit decreased by $0.2 million, to $0.01 million for the three months ended March 31, 2026, compared to $0.3 million for

the three months ended March 31, 2025. Overall gross margins on new boat sales declined due to increased price sensitivity among consumers

and broader industry-wide margin compression. New boat gross profit as a percentage of new boat revenue was 1.1% for the three months

ended March 31, 2026, compared to 4.5% for the three months ended March 31, 2025. The decline in margin percentage reflects both the

shift in market conditions and our strategic decision to accelerate inventory turnover in response to slowing demand.

Pre-owned

boat gross profit increased by $0.6 million, or 30.0%, to $2.6 million for the three months ended March 31, 2026, compared to $2.0 million

for the three months ended March 31, 2025. This modest increase occurred despite downward pressure on pricing and the desire to move

certain inventory at reduced margins to maintain turnover and liquidity.

Pre-owned

boat gross margin as a percentage of pre-owned boat revenue was 9.4% for the three months ended March 31, 2026, compared to 9.6% for

the same period of 2025. We sell a diverse mix of pre-owned boats across various price points, brands, and sales channels, including

trade-ins, consignment, wholesale, and brokerage, which naturally contributes to fluctuations in gross profit margins due to varying

transaction structures and sales dynamics.

Finance

gross profit decreased by $0.1 million, to $0.2 million for the three months ended March 31, 2026, from $0.3 million for the three months

ended March 31, 2025. Finance income is fee-based revenue for which we do not recognize incremental expenses.

Selling,

General and Administrative Expenses

Selling,

general, and administrative expenses consist primarily of lease expense, insurance, utilities, and other customary operating expenses.

SG&A increased $0.9 million, or 205.1%, to $1.3 million for the three months ended March 31, 2026, compared to $0.4 million for the

three months ended March 31, 2025. The increase was primarily attributable to the cost of additional leases executed in 2025, higher

indirect marketing expenses associated with our attendance at two boat shows during the quarter, and higher insurance costs related to

increased inventory levels under floorplan financing arrangements, each in line with the Company’s planned business expansion for

2026.

Salaries

and Wages

Salaries

and wages expense increased $2.2 million or 244.4%, to $3.1 million for the three months ended March 31, 2026, compared

to $0.9 million for the three months ended March 31, 2025. Leading into and following our initial public offering, salaries and wages

increased as we aligned our compensation with public-company market benchmarks, and enhanced retention packages to ensure we can attract,

motivate, and retain the talent required to deliver long-term shareholder value. Further, the Company issued stock-based compensation

to employees after the initial public offering which had a value of $1.8 million for the three months ended March 31, 2026. These equity

awards have several vesting conditions including service based and performance-based requirements and vest between one and five years.

Conference

Call and Webcast

The

Company will host an earnings conference call today, May 14, 2026, at 4:30 P.M. Eastern Time. To participate by telephone, please dial

(800) 715-9871 (domestic), or (646) 307-1963 (international). The conference passcode is 5863262.

live webcast of the conference call will be available in the Investor Relations section of the Company’s website at https://investor.offthehookyachts.com

using the conference passcode 5863262. An online replay of the webcast will be available for a limited time immediately 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 Company’s Annual Report on Form 10-K filed with the Securities and Exchange

Commission and available on our Company website. 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:

Chad

Corbin

Chief

Financial Officer (CFO)

chadcorbin@offthehookys.com

Investor

Relations

ir@offthehookys.com

OFF

THE HOOK YS INC.

Condensed

Consolidated Statements of Operations

(Unaudited)

For

the Three Months Ended March 31, 2026 and 2025

For the Three Months Ended March 31,

2026

2025

Revenues

$ 29,843,739

$ 27,238,782

Cost of revenues

26,675,959

24,562,153

Gross Profit

3,167,780

2,676,629

Operating Expenses:

Depreciation and amortization

158,688

36,373

Selling, general and administrative

1,293,775

423,860

Advertising and marketing

590,893

329,046

Professional services

586,200

54,287

Salaries and wages

3,118,362

855,282

Rent expenses

287,855

157,158

Total Operating Expenses

6,035,773

1,856,006

(Loss) Income from Operations

(2,867,993 )

820,623

Other Income (Expenses):

Interest expense, net

(529,130 )

(545,298 )

Other income

92,633

14,449

Total Other Expenses

(436,497 )

(530,849 )

(Loss) Income Before Income Taxes

(3,304,490 )

289,774

Income tax expenses

163,032

Net (Loss) Income

$ (3,467,522 )

$ 289,774

Basic and Diluted Net (Loss) Income Per Common Share

$ (0.14 )

$ 0.01

Basic and diluted weighted average common share outstanding

24,310,667

20,000,000

OFF

THE HOOK YS INC.

Condensed

Consolidated Balance Sheets

of March 31, 2026 and December 31, 2025

March 31, 2026

December 31, 2025

(Unaudited)

(Audited)

Assets

Current Assets

Cash and cash equivalents

$ 5,330,457

$ 12,428,774

Accounts receivable, net

304,194

269,938

Inventory

46,401,570

26,035,844

Prepaid expense

1,033,713

706,256

Other current assets

355,511

434,584

Total Current Assets

53,425,445

39,875,396

Non-Current Assets

Property, plant and equipment, net

3,573,238

823,231

Other receivable

32,121

27,486

Due from related party

58,994

44,623

Right-of-use assets

6,247,247

6,516,415

Goodwill

570,000

Intangible assets, net

566,975

560,406

Total Non-Current Assets

11,048,575

8,542,161

Total Assets

$ 64,474,020

$ 48,417,557

Liabilities and Stockholders’ Equity

Current Liabilities

Accounts payable

$ 1,508,056

$ 1,471,198

Accrued liabilities

769,785

790,804

Lease liabilities, current

1,010,473

963,731

Current portion of long-term debt

31,105

32,453

Due to related party

815,088

315,088

Customer deposits

2,054,624

1,210,447

Short-term debt

1,500,000

Floor plan notes payable

40,004,232

25,312,694

Other current liabilities

845,140

773,821

Total Current Liabilities

48,538,503

30,870,236

Long-Term Liabilities

Long-term debt, noncurrent

55,966

62,003

Lease liabilities, noncurrent

5,395,207

5,650,165

Total Long-Term Liabilities

5,451,173

5,712,168

Total Liabilities

53,989,676

36,582,404

Stockholders’ Equity

Common stock, $0.001 par value; 100,000,000 shares authorized; 24,320,000 and 24,020,000 shares issued

and outstanding as of March 31, 2026, and December 31, 2025, respectively

24,320

24,020

Additional paid-in capital

20,080,980

17,964,567

Common stock payable

350,000

Accumulated deficit

(9,970,956 )

(6,503,434 )

Total Stockholders’ Equity

10,484,344

11,835,153

Total Liabilities and Stockholders’

Equity

$ 64,474,020

$ 48,417,557

Non-GAAP

Financial Information

supplement OTH’s financial information presented in accordance with generally accepted accounting principles in the United States

of America (“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.

Reconciliations

of the non-GAAP financial measures presented to the most directly comparable GAAP financial measures are included in the tables below.

Adjusted

EBITDA

The

Company defines Adjusted EBITDA as GAAP net income (loss) before interest expense, income taxes, depreciation and amortization, and certain

additional adjustments, including stock-based compensation and other non-cash items or other items that management does not consider

indicative of ongoing operating performance. A reconciliation of Adjusted EBITDA to the most directly comparable GAAP financial measure

is included in the tables below. The following table presents 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.

For the Three Months Ended March 31,

Description

2026

2025

Change

Net (loss) income

$ (3,467,522 )

$ 289,774

$ (3,757,296 )

Interest expense – other

13,592

Income tax expenses

163,032

Depreciation and amortization

158,688

36,373

122,315

Stock-based compensation

1,761,613

Adjusted EBITDA

$ (1,370,597 )

$ 326,147

$ (1,696,744 )

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- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

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Data Type:

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Period Type:

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- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

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Namespace Prefix:

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- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

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Namespace Prefix:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

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Namespace Prefix:

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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Name:

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Data Type:

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

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Data Type:

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Balance Type:

Period Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

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Data Type:

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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