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Lazydays Announces Plan to Delist from Nasdaq

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Lazydays (Nasdaq: GORV) announced its intention to delist from The Nasdaq Capital Market, with the delisting expected to become effective on or about November 28, 2025.

The company entered an Asset Purchase Agreement on October 6, 2025 to sell substantially all assets to affiliates of Campers Inn, with stockholder approval of the Asset Sale and a Plan of Liquidation and Dissolution on October 14, 2025. Site-by-site closings are anticipated between November 17 and November 26, 2025.

Management cited substantial operating losses, limited cash, indebtedness, inability to secure capital, and the expectation that sale proceeds will repay creditors, leaving no return for stockholders, as reasons for delisting and winding up operations.

Lazydays (Nasdaq: GORV) ha annunciato l'intenzione di essere cancellata dal Nasdaq Capital Market, con la delisting prevista per diventare effettiva intorno al 28 novembre 2025.

L'azienda ha stipulato un Asset Purchase Agreement il 6 ottobre 2025 per vendere sostanzialmente tutti gli asset a affiliati di Campers Inn, con l'approvazione da parte degli azionisti della Asset Sale e un Plan of Liquidation and Dissolution il 14 ottobre 2025. Le chiusure sito per sito sono previste tra il 17 novembre e il 26 novembre 2025.

La direzione ha citato ingenti perdite operative, liquidità limitata, indebitamento, impossibilità di reperire capitale e la previsione che il ricavato della vendita ripaghi i creditori, lasciando alcun ritorno per gli azionisti, come motivi della delisting e della liquidazione delle operazioni.

Lazydays (Nasdaq: GORV) anunció su intención de retirarse del Nasdaq Capital Market, y se espera que la exclusión del listado entre aproximadamente el 28 de noviembre de 2025 se haga efectiva.

La empresa suscribió un Asset Purchase Agreement el 6 de octubre de 2025 para vender sustancialmente todos sus activos a afiliados de Campers Inn, con la aprobación de los accionistas de la Asset Sale y un Plan de Liquidation and Dissolution el 14 de octubre de 2025. Las cierres por sitio están previstos entre el 17 y el 26 de noviembre de 2025.

La dirección citó pérdidas operativas sustanciales, efectivo limitado, endeudamiento, incapacidad para asegurar capital y la expectativa de que los ingresos de la venta reembolsarán a los acreedores, dejando sin retorno para los accionistas, como razones para la exclusión y el cierre de operaciones.

Lazydays (Nasdaq: GORV)는 Nasdaq Capital Market에서 상장 폐지를 발표했으며, 폐지 효력이 대략 2025년 11월 28일경에 발생할 것으로 예상됩니다.

회사는 Campers Inn 계열사에게 사실상 모든 자산을 매각하기 위한 Asset Purchase Agreement2025년 10월 6일에 체결했고, 자산 매각에 대한 주주 승인과 Asset SalePlan of Liquidation and Dissolution2025년 10월 14일에 이루어졌습니다. 현장별 마감은 2025년 11월 17일에서 11월 26일 사이에 예상됩니다.

경영진은 상당한 영업 손실, 현금 유동성 축소, 채무, 자본 조달의 불능, 매각 대금이 채권자들에게 상환될 것이며 주주에게는 아무런 이익도 남지 않는다는 점을 상장 폐지 및 운영 종료의 이유로 지적했습니다.

Lazydays (Nasdaq: GORV) a annoncé son intention de se retirer du Nasdaq Capital Market, le retrait de la cotation devant prendre effet vers le 28 novembre 2025.

L'entreprise a conclu un Asset Purchase Agreement le 6 octobre 2025 pour vendre pratiquement tous ses actifs à des affiliés de Campers Inn, avec l'approbation des actionnaires de la Asset Sale et un Plan de Liquidation and Dissolution le 14 octobre 2025. Les fermetures par site devraient avoir lieu entre le 17 et le 26 novembre 2025.

La direction a évoqué des pertes opérationnelles substantielles, une trésorerie limitée, l'endettement, l'incapacité à obtenir des capitaux et l'attente que le produit de la vente rembourse les créanciers, ne laissant aucun retour pour les actionnaires, comme raisons du retrait et de la liquidation des activités.

Lazydays (Nasdaq: GORV) kündigte seine Absicht an, vom Nasdaq Capital Market gestrichen zu werden, wobei die Delisting voraussichtlich am oder um den 28. November 2025 wirksam wird.

Das Unternehmen hat am 6. Oktober 2025 eine Asset Purchase Agreement abgeschlossen, um im Wesentlichen alle Vermögenswerte an Affiliates von Campers Inn zu verkaufen, mit der Zustimmung der Aktionäre zum Asset Sale und einem Plan of Liquidation and Dissolution am 14. Oktober 2025. Die standortweisen Abschlüsse werden voraussichtlich zwischen dem 17. und 26. November 2025 erfolgen.

Das Management nannte wesentliche operative Verluste, begrenzte Liquidität, Verschuldung, Unfähigkeit, Kapital zu beschaffen, und die Erwartung, dass der Verkaufserlös Gläubiger zurückzahlt und den Aktionären keine Rendite lässt, als Gründe für die Delisting und die Betriebsaufgabe.

Lazydays (Nasdaq: GORV) أعلن عن نيته سحب الإدراج من Nasdaq Capital Market، مع توقع أن يصبح الإلغاء ساري المفعول في أو حول 28 نوفمبر 2025.

دخلت الشركة في Asset Purchase Agreement في 6 أكتوبر 2025 لبيع ما يقرب من جميع الأصول إلى الشركات التابعة لـ Campers Inn، مع موافقة المساهمين على بيع الأصول وPlan of Liquidation and Dissolution في 14 أكتوبر 2025. من المتوقع الإغلاق حسب الموقع بين 17 نوفمبر و26 نوفمبر 2025.

أشارت الإدارة إلى خسائر تشغيلية كبيرة، ونقص النقد، وارتفاع الدين، وعدم القدرة على تأمين رأسمال، والتوقع بأن عائدات البيع ستسدد الدائنين وتترك المساهمين بلا عائد، كأسباب للإدراج المطفأ وإيقاف العمليات.

Positive
  • Asset Purchase Agreement executed on October 6, 2025
  • Stockholders approved Asset Sale and liquidation on October 14, 2025
  • Site-by-site closings scheduled Nov 17–26, 2025
Negative
  • Delisting expected effective on or about November 28, 2025
  • Company expects no ongoing operations after Asset Sale
  • Company expects no return to stockholders due to creditor priority
  • Common stock trading will cease on Nasdaq and may not continue

Insights

Delisting follows an asset sale and approved liquidation plan; common stockholders likely receive no recovery.

Lazydays is selling substantially all assets to affiliates of Campers Inn Holding Corporation and plans to wind up under an approved Plan of Liquidation and Dissolution. The company expects the Asset Sale to close site-by-site between November 17, 2025 and November 26, 2025, and to delist from Nasdaq on or about November 28, 2025. The firm states it will have no ongoing operations after closing.

Key dependencies include the completed site-by-site closings and use of substantially all purchase proceeds to satisfy secured obligations per the Asset Purchase Agreement and senior loan documents. The company explicitly says it anticipates insufficient cash to repay unsecured creditors and expects no return to stockholders; that fact drives the adverse outcome for equity. Watch the completion of the scheduled closings between November 17, 2025 and November 26, 2025 and the Form 25 filing around November 17, 2025 for confirmation of the delisting effective date.

Transaction proceeds appear earmarked for debt repayment; unsecured claims and equity likely subordinated to lenders.

The company cites substantial secured and unsecured indebtedness, limited cash, operating losses, and inability to refinance or obtain capital. It expects to use substantially all purchase price to repay indebtedness and other obligations in accordance with senior loan documents and the Asset Purchase Agreement, which implies secured creditors will be paid first.

Risks include an explicit expectation that unsecured creditors will not be fully repaid and that stockholders are "expected to experience a complete loss" after liquidation. Relevant near-term milestones: the series of site-by-site closings scheduled between November 17, 2025 and November 26, 2025, the Form 25 filing around November 17, 2025, and the anticipated Nasdaq delisting effective on or about November 28, 2025. Monitor the closing notices and any creditor filings for changes to distributable proceeds or creditor recoveries.

TAMPA, Fla., Nov. 7, 2025 /PRNewswire/ -- Lazydays Holdings, Inc. ("Lazydays," the "Company," "we" or "our") (NasdaqCM: GORV) today announced the Company's intention to delist its common stock (the "Common Stock") from The Nasdaq Capital Market ("Nasdaq"). The Company anticipates the delisting will become effective on or about November 28, 2025, after the Company has completed requisite notifications to Nasdaq and the Securities and Exchange Commission (the "SEC"). Upon the effectiveness of the delisting, trading in the Common Stock on Nasdaq will cease.

As previously disclosed, on October 6, 2025, the Company entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with certain affiliates of Campers Inn Holding Corporation (the "Purchasers") pursuant to which Lazydays and its subsidiaries expect to sell substantially all of their assets to the Purchasers (the "Asset Sale"). The stockholders of the Company approved the Asset Sale on October 14, 2025, and the Asset Sale is anticipated to occur in a series of site-by-site closings between November 17, 2025 and November 26, 2025. Following the completion of the Asset Sale, the Company and its subsidiaries will not have remaining operations and expect to wind-up their remaining assets, liabilities and affairs pursuant to a plan of liquidation and dissolution (the "Plan of Liquidation and Dissolution"), which was approved by the stockholders of the Company on October 14, 2025.

In light of the anticipated closing of the Asset Sale and the stockholders' approval of the Plan of Liquidation and Dissolution, the Company has determined that delisting the Common Stock from Nasdaq is in the best interests of the Company and its residual claimants as the burdens associated with operating as a listed public company outweigh advantages to the Company and its residual claimants at this time. The decision to delist the Common Stock was reached after consideration of a number of matters, including: (i) our substantial operating losses, our limited cash resources, our inability to secure additional capital from investors and our inability to generate sufficient cash to operate as an independent going concern in the foreseeable future; (ii) our substantial secured and unsecured indebtedness and outstanding trade payables, and our inability to refinance such indebtedness; (iii) the fact that the Asset Sale is the result of an active, lengthy and thorough evaluation and negotiation of strategic alternatives reasonably available to the Company within the constraints imposed on the Company, and the Company's determination that no other party provided a transaction on terms more favorable than those of the Asset Sale after considering all factors relevant to our Board of Directors in their business judgment; (iv) the likelihood that the Asset Sale will be completed in the near term and the fact that the Company will have no ongoing operations after the completion of the Asset Sale; (v) our expectation that substantially all of the purchase price in the Asset Sale will be used to repay indebtedness and other obligations of the Company in accordance with our senior loan documents and the Asset Purchase Agreement; (vi) our anticipation that, after the closing of the Asset Sale and the liquidation of the Company's remaining assets following the Asset Sale, the Company will not have sufficient cash to repay all unsecured creditors of the Company and, accordingly, the Company does not expect to be able to provide any return to the stockholders of the Company, based on their junior priority relative to the priority of the Company's secured and unsecured creditors; (vii) the Common Stock is highly speculative and poses substantial risks, and Company stockholders are currently expected to experience a complete loss of their investment after the Company winds up its affairs under the Plan of Dissolution and Liquidation; (viii) our expectation that ongoing compliance by the Company with Nasdaq rules after the Asset Sales would not be possible; and (ix) our expectation that the Company will not need to access the capital markets in the future because the Company would be dissolved under the Plan of Dissolution and Liquidation.

To provide our stockholders advance notice and promote an orderly delisting process, the Company intends to file a Form 25 with the SEC on or about November 17, 2025. The delisting is expected to become effective on or about November 28, 2025, at which time trading on Nasdaq will cease. The Company has not arranged for listing and/or registration of the Common Stock on another national securities exchange or for quotation in a quotation medium, and the Company can provide no assurance that trading of the Common Stock will continue on any over-the-counter market or other market.

About Lazydays

Lazydays has been a prominent player in the RV industry since its inception in 1976, earning a stellar reputation for delivering exceptional RV sales, service, and ownership experiences. Lazydays' commitment to excellence has led to enduring relationships with RVers and their families who rely on Lazydays for all of their RV needs.

Lazydays' wide selection of RV brands from top manufacturers, state-of-the-art service facilities, and an extensive range of accessories and parts ensure that Lazydays is the go-to destination for RV enthusiasts seeking everything they need for their journeys on the road. Whether you're a seasoned RVer or just starting your adventure, the dedicated team is here to provide outstanding support and guidance, making your RV lifestyle truly extraordinary.

Lazydays is a publicly listed company on the Nasdaq stock exchange under the ticker "GORV."

Forward Looking Statements

This press release includes "forward-looking statements" within the meaning of the "Safe-Harbor" provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding Lazydays' and the Purchasers goals, plans, projections and guidance regarding the parties' financial and liquidity position, results of operations, market position, pending and potential future transactions and business strategy, and often contain words such as "may," "will," "possible," "project," "outlook," "expect," "anticipate," "intend," "plan," "believe," "estimate," "seek," "would," "should," "likely," "goal," "strategy," "future," "maintain," "continue," "remain," or "target" and similar references to future periods. Examples of forward-looking statements in this press release include, among others, statements regarding the Company's intention to terminate the listing of its common stock on Nasdaq, the timing thereof and the Company's intention to file a Form 25 with the SEC.

By their nature, forward-looking statements involve risks and uncertainties because they relate to events that depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future results or occurrences, and the actual results or occurrences may differ materially from those made in the forward-looking statements in this press release. The risks and uncertainties that could cause actual results or occurrences to differ materially from forward-looking statements include, without limitation: future economic and financial conditions (both nationally and locally); changes in customer demand; Lazydays' relationship with, and the financial and operational stability of, vehicle manufacturers and other suppliers; risks associated with Lazydays' indebtedness (including its ability to obtain further waivers or amendments to credit agreements, the actions or inactions of its lenders, available borrowing capacity, its compliance with covenants and its ability to refinance or repay indebtedness on terms acceptable to Lazydays); acts of God or other incidents which may adversely impact Lazydays' operations and financial performance; government regulations; legislation; the risk that the Asset Sale does not close when expected or at all; the risk that the benefits from the Asset Sale may not be fully realized or may take longer to realize than expected; the possibility that the Asset Sale may be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risks and potential adverse reactions of Lazydays' customers, employees or other business partners; the diversion of Lazydays' management's attention and time from ongoing business operations and opportunities due to the Asset Sale; and the risks set forth under the heading "Additional Risk Factors" in the Form 8-K filed by Lazydays with the SEC on September 16, 2025 and other risks and uncertainties set forth throughout under the headers "Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Risk Factors" and in the notes to Lazydays' financial statements, in Lazydays' most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K and from time to time in its other filings with the SEC. We urge you to carefully consider this information and not place undue reliance on forward-looking statements.

The forward-looking statements relate only to events as of the date on which the statements are made. Lazydays undertakes to update or revise, and expressly disclaims any obligation to update or revise, any of their forward-looking statements, whether resulting from circumstances or events that arise after the date the statements are made, new information, or otherwise, except as required by law.

Contact

investors@lazydays.com

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SOURCE Lazydays RV

FAQ

When will Lazydays (GORV) delist from Nasdaq?

The delisting is expected to become effective on or about November 28, 2025.

What are the key dates for the Lazydays asset sale (GORV)?

The Asset Purchase Agreement was signed on October 6, 2025, stockholders approved on October 14, 2025, and site closings are expected Nov 17–26, 2025.

Will Lazydays (GORV) continue operating after the asset sale?

No; the company expects to have no ongoing operations after the Asset Sale and will wind up under a liquidation plan.

Do Lazydays stockholders expect any return after the liquidation (GORV)?

The company expects that unsecured creditors will not be fully repaid and stockholders are not expected to receive a return.

Has Lazydays arranged an alternative market for GORV stock after Nasdaq delisting?

No; the company has not arranged listing on another national exchange or guaranteed OTC quotation.
Lazydays Hldgs Inc

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