Form 8-K

8-K — OFF THE HOOK YS INC.

Accession: 0001493152-26-024395

Filed: 2026-05-19

Period: 2026-05-19

CIK: 0002067767

SIC: 3730 (SHIP & BOAT BUILDING & REPAIRING)

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

EX-99.1 (ex99-1.htm)

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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 19, 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

7.01. Regulation FD Disclosure.

May 19, 2026, Off The Hook YS Inc. (the “Company”) issued a press release: “Off The Hook YS To Rebrand as

NextBoat and Change Ticker Symbol to “NXB””. 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.

Item

9.01. Financial Statements and Exhibits.

(d)

Exhibits.

Exhibit Number

Exhibits

99.1

Press Release of Off the Hook YS Inc. entitled “Off The Hook YS To Rebrand as NextBoat and Change Ticker Symbol to “NXB”” dated May 19, 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 19, 2026

Off The

Hook YS Inc.

By:

/s/

Brian John

Name:

Brian John

Title:

Chief Executive Officer

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit 99.1

Off

The Hook YS To Rebrand as NextBoat and Change Ticker Symbol to “NXB”

Wilmington,

NC – May 19, 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 will officially rebrand as NextBoat Inc. and change its ticker symbol

from “OTH” to “NXB” on the NYSE American, effective on or about May 29, 2026.

The

rebrand reflects the Company’s evolution from a traditional yacht brokerage business into an AI-powered technology platform designed

to modernize and scale the global pre-owned marine marketplace. While Off The Hook Yachts was the foundation of the Company, management

believes the name no longer reflects the scale, technology, or long-term vision of the business.

“Off

The Hook Yachts was where we started, but NextBoat represents where we are going,” said Brian John, Chief Executive Officer. “We

are building a technology platform that empowers brokers, dealers, resellers, and marine entrepreneurs to buy and sell boats more efficiently

through artificial intelligence, automation, and data-driven infrastructure.” Importantly, Off The Hook Yachts will continue operating

as a core division under NextBoat, focused primarily on B2B dealer transactions and inventory liquidation, allowing dealers to

wholesale trade-ins and aged inventory through the platform.

NextBoat

is far more than a marketplace. The platform enables brokers, buyers, dealers, and resellers to source inventory, access AI-driven valuations,

secure financing, and complete transactions digitally within a single ecosystem. At its core, NextBoat is designed to power a growing

network of independent marine entrepreneurs—including brokers, wholesalers, and resellers—allowing them to operate their

businesses without the traditional overhead of brick-and-mortar dealerships or brokerage offices. Rather than building expensive physical

locations, the Company believes technology enables a scalable, decentralized distribution network, where participants can buy and sell

boats from virtually anywhere while leveraging NextBoat’s technology, capital, financing, and operational infrastructure. NextBoat

is embedding artificial intelligence throughout the transaction process, including:

●

AI-Driven Valuations to improve pricing accuracy

●

AI-Assisted Acquisition to identify undervalued and off-market

opportunities

●

AI-Driven Closings (Next Phase) designed to automate documentation

and workflows to support significant transaction growth

●

AI-Powered Matching to connect buyers and sellers more efficiently

“We’re

entering a phase where technology doesn’t just support transactions—it executes them,” said Blake Phillips, Chief Operating

Officer. “This is how we believe we can scale efficiently without traditional overhead. We are an AI driven technology platform

that allows us to be the largest buyer and seller of pre-owned boats. Just as technology transformed how people buy homes, cars, and

travel, we believe boating is approaching its own major digital transformation. Our goal is not simply to participate in this evolution,

we intend to define it.”

NextBoat

combines:

●

Consumer marketplace transactions

●

Dealer trade-in and wholesale liquidity through Off The Hook

Yachts

●

Auction and liquidation channels

●

Financing and insurance solutions

●

Long-term ownership and marine services

The

Company believes each transaction strengthens its proprietary data ecosystem, improving pricing intelligence, inventory acquisition,

and transaction efficiency over time. “Our goal is to do for boats what modern technology platforms have done for other industries—bring

speed, transparency, and scalability to a fragmented market,” added John.

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

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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