Form 8-K

8-K — OFF THE HOOK YS INC.

Accession: 0001493152-26-022878

Filed: 2026-05-14

Period: 2026-05-14

CIK: 0002067767

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Completion of Acquisition or Disposition of Assets

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Unregistered Sales of Equity Securities

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-4.1 (ex4-1.htm)

EX-4.2 (ex4-2.htm)

EX-99.1 (ex99-1.htm)

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0002067767

2026-05-14

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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

Date

of Report (Date of earliest event reported): May 14, 2026

Off

The Hook YS Inc.

(Exact

name of registrant as specified in its charter)

Nevada

001-42930

33-2636992

(State

or other jurisdiction

incorporation)

(Commission

File

Number)

(I.R.S.

Employer

Identification

No.)

1701

Jel 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 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, $0.001 par

value

OTH

NYSE 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 ☒

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

2.01. Closing of Acquisition

May 13, 2026, Off The Hook YS Inc (the “Company”) completed the acquisition (the “Acquisition”) of Apex

Marine, LLC., Apex Marine Sales, LLC. and Apex Marine Stuart, LLC. (collectively “Apex”). The Membership Interest Purchase

Agreement (the “MIPA”) was originally signed on February 13, 2026. The closing occurred on May 13, 2026. The purchase price

was an aggregate of $5.966,667 which was paid by paying $1.2 million in cash, the issuance of shares having a value of

$1,800,000 (679,012 shares at $2.70 per share) and the issuance of two promissory notes, one for $2,466,667 and

one for $500,000. The primary owner of the Membership Interests was Ismael Pereira. The Company had no prior relationship with Mr. Pereira.

Item

2.3 Creation of a Direct Financial Obligation

May 13, 2026, the Company issued two promissory notes, one in the amount of $2,466,667 and one for $500,000. The $2,466,667 note is due

in 24 monthly payments and bears interest at 6.0% per annum and the $500,000 note is due 365 days from issuance and bears no interest

except in the event of default.. The $2,466,667 note is secured by the membership interests purchased in the MIPA. The above descriptions

of the notes are summaries and are qualified by the terms of the actual notes. Copies of the promissory notes are filed as exhibits 4.1 and 4.2 hereto

Item

3.02 Unregistered Sales of Equity Securities

connection with the Acquisition, the Company agreed to issue the sellers of the Membership Interests an aggregate of 679,012 shares of

the Company’s common stock. The issuance of the shares were made under the exemption under 4(2) of the Securities Act of 1933,

as amended.

Item

7.01. Regulation FD Disclosure.

May1 4, 2026, the “Company issued a press release regarding the closing of the Acquisition: “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 exhibit 99.1 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.

Item

9.01. Financial Statements and Exhibits.

The

Company will file the required financial statements within 60 days of the date hereof.

(d)

Exhibits.

Exhibit

Number

Exhibits

4.1

Promissory Note dated May 13, 2026 in the amount of $500,000.

4.2

Promissory Note dated May 13, 2026 in the amount of $2,466,667.

99.1

Press

Release of Off the Hook YS Inc. dated May 14, 2026.

104

Cover 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: May 14, 2026

Off The Hook YS Inc.

By:

/s/

Brian John

Name:

Brian John

Title:

Chief Executive Officer

EX-4.1

Filename: ex4-1.htm · Sequence: 2

Exhibit

4.1

PROMISSORY

NOTE

$500,000.00

Date:

May 4, 2026

FOR

VALUE RECEIVED, Off The Hook YS, Inc., a Nevada corporation (“Maker”), hereby promises to pay to the order of Ismael

Perera (“Payee”), the principal sum of Five Hundred Thousand Dollars ($500,000.00).

No Interest. This Promissory Note shall bear no interest.

Payment and Maturity. The entire outstanding principal balance shall be due and payable in full on the first (1st) Business Day occurring

after the date that is three hundred sixty-five (365) days following May 4, 2026 (the “Maturity Date”).

“Business

Day” means any day other than a Saturday, Sunday, or a legal holiday on which banks are authorized or required to close in the

State of Florida.

Prepayment. Maker may prepay this Note, in whole or in part, at any time without penalty or premium.

Unsecured Obligation. This Note is unsecured and does not grant Payee any lien, security interest or other encumbrance on any assets

of Maker.

Payee

acknowledges and agrees that this Note is unsecured and that Payee shall not file or record any financing statement (including any UCC-1)

or other instrument asserting a lien or security interest in any assets of Maker.

Events of Default. Each of the following shall constitute an “Event of Default”:

(a)

failure of Maker to pay the principal when due, which continues for five (5) Business Days after written notice from Payee;

(b)

voluntary dissolution or liquidation of Maker; or

(c)

commencement of a bankruptcy or insolvency proceeding by or against Maker that is not dismissed within sixty (60) days.

Remedies. Upon the occurrence and continuation of an Event of Default, Payee, may declare the entire unpaid principal immediately

due and payable under this Note and may exercise any and all other rights and remedies available at law or in equity.

Waivers. Maker hereby waives presentment, demand, protest and notice of dishonor, except as expressly set forth herein.

Governing Law; Venue. This Note shall be governed by and construed in accordance with the laws of the State of Florida. Any action

arising out of or relating to this Note shall be brought in the state courts located in Miami Dade, Florida, and the parties hereby submit

to the jurisdiction thereof.

Attorneys’ Fees. In the event of any dispute arising out of or relating to this Note, Payee shall be entitled to recover its

reasonable attorneys’ fees and costs, including those incurred at trial and on appeal.

10.

Assignment. This Note may not be assigned by either party without the prior written consent of the other party, which shall not be

unreasonably withheld, conditioned or delayed; provided, however, that Payee may assign this Note to an affiliate upon written notice

to Maker.

11.

Amendments. This Note may be amended only by a written agreement signed by both Maker and Payee.

12.

Relationship to Purchase Agreement. This Note is issued pursuant to that certain Membership Interest Purchase Agreement dated February

13, 2026, as amended, and shall be interpreted consistently therewith. A default by Maker under that Agreement or under the Main Note

(defined below herein ) shall constitute a default under this Note.

13.

No Partnership or Fiduciary Relationship. Nothing contained in this Promissory Note shall be deemed or construed to create any partnership,

joint venture, fiduciary or agency relationship between Maker and Payee.

14.

Relationship to Main Note. This Promissory Note is issued in connection with that certain Promissory Note in the original principal

amount of $2,466,667 (the “Main Note”) made by Maker in favor of the parties identified therein.

Notwithstanding

anything to the contrary, all payments due to Payee under this Note shall be paid in priority to any payments due under the Main Note.

failure by Maker to pay any amounts when due under this Note after expiration of any applicable notice and cure period shall constitute

an Event of Default under the Main Note, and a failure by Maker to pay any amounts when due under the Main Note after expiration of

any applicable notice and cure period shall constitute an Event of Default under this Note.

For

the avoidance of doubt, the foregoing shall not modify the maturity date or payment terms of the Main Note, except to the extent of the

payment priority set forth above.

WITNESS WHEREOF, Maker has executed this Promissory Note as of the date first written above.

(SIGNATURES

ON NEXT PAGE)

MAKER:

OFF

THE HOOK YS, INC.,

Nevada corporation

By:

Name:

Brian

S. John

Title:

Chief

Executive Officer

PAYEE:

Ismael

Perera

Signature:

Name:

Ismael

Perera

Date:

EX-4.2

Filename: ex4-2.htm · Sequence: 3

Exhibit

4.2

PROMISSORY

NOTE

$2,466,667.00

Miami,

Florida

April

30, 2026

FOR

VALUE RECEIVED, the undersigned Off The Hook YS, Inc., a Nevada corporation, having an address at 1701 J.E.L. Wade Drive, Wilmington,

NC 28401 (“Maker”), promises to pay to the order of Ismael Perera, an individual, William B. Dalton, Horacio S. Aguirre,

Frank Llano, Rodolfo F. Garcia and Sean Fenniman (each, a “Payee” and collectively, the “Payees”), having an

address at Apex Marine, LLC, 1995 N.W. 11th Street, Miami, FL 33125, or at such other place as may be designated by the holder hereof,

the principal sum of Two Million Four Hundred Sixty-Six Thousand Six Hundred Sixty-Seven and 00/100 Dollars ($2,466,667.00), together

with interest thereon, as follows:

Administrative

Agent. The Payees hereby designate Ismael Perera as administrative agent (in such capacity, the “Administrative Agent”)

for purposes of administering and directing all payments under this Note including the allocation and distribution thereof among the

Payees. The Administrative Agent shall have the sole authority to deliver payment instructions to Maker on behalf of the Payees. Maker

shall be entitled to rely conclusively on any written instructions delivered by the Administrative Agent, and any payment made by Maker

in accordance with such instructions shall be deemed properly made and shall constitute full satisfaction of Maker’s obligations

hereunder to the extent of such payment. Maker shall have no obligation to inquire into or verify the authority of the Administrative

Agent or the propriety of any such instructions. The Administrative Agent shall have no duties or obligations except as expressly set

forth herein.

Payments

of principal and accrued interest shall be made in accordance with the Payment Schedule attached hereto as Exhibit A. The outstanding

principal balance shall be fully amortized over a period of twenty-four (24) months from the Closing Date, with no remaining principal

balance due at maturity. The final payment shall be due on the date set forth in the Payment Schedule, at which time all accrued and

unpaid interest, if any, shall be due and payable.

the absence of default by Maker under this Note, interest on the outstanding principal shall accrue at a simple interest rate of six

percent (6%) per annum.

This

Note may be prepaid in part or in whole at any time during the term hereof without premium or penalty. If any payment is received more

than five (5) days of when due, a late charge equal to five percent (5%) of the amount of that payment will also immediately become due

and payable, which charge is an administrative fee to cover Payee’s expenses in processing such late charge.

This

Note is secured by a Pledge and Security Agreement, of even date herewith, between Maker as debtor, and Payee, as secured party and certain

collateral assignments, also of even date herewith, from Maker in favor of Payee (all of the foregoing agreements collectively hereinafter

called the “Collateral Documents”).

This

Note is a purchase money promissory note.

EVENTS

OF DEFAULT. The occurrence of any of the following shall constitute an Event of Default:

(a)

failure to pay principal or interest when due;

(b)

failure to perform any non-monetary obligation which continues for twenty (20) days after notice;

(c)

the filing of any bankruptcy or insolvency proceeding by or against Maker;

(d)

the appointment of a receiver or assignment for the benefit of creditors;

(e)

the entry of a material judgment not vacated or bonded within thirty (30) days;

(f)

default under any of the Collateral Documents;

(g)

dissolution, merger, or reorganization of Maker.

Upon

an Event of Default, the outstanding indebtedness may be accelerated and declared immediately due and payable.

Default

Interest Rate. Upon a default under this Note, interest shall be payable at a simple interest rate of eighteen percent (18%)

per annum, or the maximum allowed by law whichever is greater.

WAIVERS.

Maker waives presentment, demand, notice of dishonor, and other notices. Maker agrees that Payees are not required to first pursue

any other remedies prior to enforcement.

Expenses

of Collection. The Maker hereby agrees to pay all reasonable out-of-pocket costs and expenses, including reasonable attorneys’

fees whether suit be brought or not, incurred by the Payee in the collection of the indebtedness evidenced by this Note or in enforcing

any of the rights, powers, remedies, and privileges of the Payee hereunder.

Miscellaneous

Provisions.

The

term “Payee” as used herein shall mean any holder of this Note.

Time

is of the essence in this Note.

Maker

shall timely pay all Florida documentary stamp taxes and intangible personal property taxes due in connection with this Note.

The

captions of sections of this Note are for convenient reference only, and shall not affect the construction or interpretation of any of

the terms and provisions set forth in this Note.

any provision or portion of this Note is declared or found by a court of competent jurisdiction to be unenforceable or null and void,

such provision or portion thereof shall be deemed stricken and severed from this Note, and the remaining provisions and portions thereof

shall continue in full force and effect.

This

Note and the Allonge to this Note may not be amended, extended, renewed or modified nor shall any waiver of any provision hereof be effective,

except by an instrument in writing executed by the Payee or Payee’s duly authorized representative. Any waiver of any provision

hereof shall be effective only in the specific instance and for the specific purpose for which given.

Notwithstanding

any other provision herein, in the event the aggregate interest rate charged under this Note, including all charges or fees in connection

therewith deemed in the nature of interest, exceeds the maximum legal rate, then Payee shall have the right to make such adjustments

as are necessary to reduce the aggregate interest rate to the maximum legal rate. The Maker waives any right to prior notice of such

adjustment and further agrees that such adjustment may be made by the Payee subsequent to notification from the Maker that the aggregate

interest charged exceeds the maximum legal rate.

Order

of Precedence. In the event of any conflict, inconsistency, or ambiguity between the terms of this Promissory Note and the terms

of any Allonge, exhibit (including, without limitation, Exhibit A), or any other document executed in connection herewith, the terms

of this Promissory Note shall govern and control. All such ancillary documents shall be interpreted in a manner consistent with this

Promissory Note to the extent reasonably possible.

This

Note shall be governed and enforced under the laws of the State of Florida, without regard to principles of conflicts of laws, and exclusive

venue for the enforcement hereof shall be in the Florida State Courts of competent jurisdiction and the federal courts, located in Miami-Dade

County, Florida. Maker submits to the jurisdiction of said courts and hereby names the Florida Secretary of State as its agent for service

of process in connection with enforcement of this Note.

EACH

PARTY HERETO HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT

OF OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE RELATIONSHIPS OF THE PARTIES HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND

ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING FROM ANY SOURCE INCLUDING, BUT NOT LIMITED TO, THE CONSTITUTION OF THE UNITED STATES OR

ANY STATE THEREIN, COMMON LAW OR ANY APPLICABLE STATUTE OR REGULATIONS. EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY

WAIVING ITS RIGHT TO DEMAND TRIAL BY JURY.

MAKER:

Off

The Hook YS, Inc., a Nevada publicly

traded

corporation

By:

Brian

S. John, Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 4

Exhibit

99.1

Off

The Hook Yachts Completes Acquisition of Apex Marine Companies, Creating Mega Service, Refurbishment & Sales Hub for Global Customers

Wilmington,

NC – May 14, 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 one of the largest buyers and

sellers of used boats in the United States, today announced that it has closed the acquisition of Apex Marine Companies (“APEX”),

a premier South Florida marine service, storage, and sales operation.

The

acquisition delivers strategically located South Florida facilities, a highly skilled full-service team, and infrastructure that immediately

enhances Off the Hook’s operational efficiency, refurbishment capacity, and global sales reach. APEX’s facilities include

prime storage and service locations, haul-out capacity up to 150 metric tons and vessels up to 130 feet, and comprehensive in-house teams

covering repair, refit, and refurbishment. This allows Off the Hook to process the majority of acquired inventory internally.

“The

integration of these capabilities is already generating millions of dollars in annual cost savings by reducing third-party service dependencies,

lowering transportation costs, accelerating turnaround times, and delivering higher-quality refurbishments,” said Brian John, CEO.

“This centralized approach allows us to standardize refurbishment quality, reduce cycle times from acquisition to resale, and scale

inventory without proportional overhead increases.”

With

the centralized campus now operational, Off the Hook has created a destination where buyers from around the world can access tens of

millions of dollars in inventory at a single location near Fort Lauderdale and Miami — a major step toward transforming the used

boat market. “This acquisition is fundamentally about operational dominance through infrastructure,” said Jason Ruegg, Founder

of Off the Hook Yachts. “Facilities like these are unique in South Florida. Bringing service, storage, and hauling in-house is

a game changer for our efficiency, margins, and ability to scale.”

About

Off 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

Off

The Hook YS Inc.

Chad Corbin, Chief Financial Officer

chadcorbin@offthehookys.com

Investor

Relations

ir@offthehookys.com

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.

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duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

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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

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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

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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

+ Details

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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

Name:

dei_SolicitingMaterial

Namespace Prefix:

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Balance Type:

Period Type:

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

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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 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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