STOCK TITAN

EVI Industries (NYSE: EVI) maps multi-step Sudsies acquisition and new consumer division

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

EVI Industries agreed to enter the consumer garment care services industry by signing four related agreements to acquire substantially all assets and personal goodwill associated with Miami-based Sudsies businesses and their founders. The transactions include a $22,600,000 asset purchase for Sudsies’ core operations (Transaction A), a $4,000,000 asset purchase for related Sudsies Operations and Davie Dry Cleaners (Transaction B), a $900,000 asset purchase for Sudsies On-Site (Transaction C), and a $7,124,778 purchase of Jason Loeb’s personal goodwill (Transaction D).

Consideration is primarily cash, with portions placed in escrow for at least 12 months and with stock components of $100,000 and $500,000 in Common Stock for Transactions C and D, issued privately under Section 4(a)(2) to Shmuel Rudski and Loeb. Closings are expected within 30–45 days, subject to accuracy of representations, covenant compliance, and simultaneous completion of Transactions A–C where specified, with outside dates of September 1, 2026 for Transactions A–C. EVI highlighted Sudsies’ trailing twelve‑month revenue of approximately $21.7 million, operating income of approximately $4.7 million, EBITDA of approximately $5.7 million, and multi‑year compound growth in revenue, operating income, and EBITDA. Management stated that the Sudsies transaction is expected to be accretive to earnings for the fiscal year ending June 30, 2027 and disclosed that a previously announced five‑year EBITDA compound annual growth rate of 62% was corrected to 31%.

Positive

  • None.

Negative

  • None.

Filing Explained

The July 17 agreements have not yet closed, so the $100,000 and $500,000 stock components remain contingent consideration rather than shares already issued; if issued, additional shares would reduce existing holders’ percentage ownership absent offsetting changes.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Transaction A consideration $22,600,000 Purchase price for substantially all assets and certain liabilities of Sudsies under Transaction A
Transaction B consideration $4,000,000 Purchase price for assets and certain liabilities of Sudsies Operations and Davie Dry Cleaners
Transaction C consideration $900,000 Total consideration for assets and certain liabilities of Sudsies On-Site, including cash and stock
Transaction D consideration $7,124,778 Total price for purchase of Jason Loeb’s personal goodwill in Sudsies
Sudsies revenue $21.7 million Approximate revenue for the twelve months ended June 30, 2026
Sudsies operating income $4.7 million Approximate operating income for the twelve months ended June 30, 2026
Sudsies EBITDA $5.7 million Approximate EBITDA for the twelve months ended June 30, 2026
Sudsies revenue CAGR 21% Approximate compound annual growth rate in revenue over July 1, 2021 to June 30, 2026
Asset Purchase Agreement regulatory
"entered into an Asset Purchase Agreement (the “Transaction A-1 Asset Purchase Agreement”)"
An asset purchase agreement is a legal contract in which a buyer agrees to buy specific assets and contracts of a business rather than buying the company’s stock or ownership. It matters to investors because it determines exactly what is being bought and what liabilities stay behind — like buying the furniture and equipment from a store but not the building or past debts — which affects the deal’s value, taxes and future risk exposure.
personal goodwill financial
"entered into an Agreement for the Purchase of Personal Goodwill"
Section 4(a)(2) regulatory
"issued in reliance upon an exemption ... pursuant to Section 4(a)(2) thereof"
Section 4(a)(2) is a part of U.S. securities laws that allows companies to sell their stock directly to certain investors without registering the sale with regulators. This process is often used for private placements, making it easier and faster for companies to raise money from knowledgeable or institutional investors. It matters to investors because it provides an alternative way to buy shares, often with fewer disclosures and lower costs.
compound annual growth rate financial
"grew revenue at a compound annual growth rate of approximately 21%"
The compound annual growth rate (CAGR) shows how much an investment or value has grown, on average, each year over a specific period. It considers the effect of growth that compounds or builds upon itself, similar to how interest accumulates in a savings account. Investors use CAGR to compare different investments’ long-term performance and to understand how steady or consistent their growth has been over time.
Adjusted EBITDA financial
"Adjusted EBITDA is a non-GAAP financial measure"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
indemnification regulatory
"have agreed to indemnify each other for breaches of representations"
A contractual promise to cover losses, expenses, or legal claims that arise from specified events, such as breaches of representations or third‑party lawsuits. For investors, indemnification matters because it shifts potential financial risk and future cash outflows from one party to another, similar to a friend agreeing to pay your bill if you’re sued, and can affect deal value, expected returns, and contingent liabilities on the balance sheet.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

How much will EVI (EVI) pay under Transactions A and B involving Sudsies?

EVI agreed to pay $22,600,000 for Transaction A and $4,000,000 for Transaction B, subject to working capital and other adjustments. Escrows include $1,716,000 for Transaction A and $232,000 for Transaction B, each held for at least 12 months to secure indemnification obligations.

What are the key financial metrics for Sudsies cited by EVI (EVI)?

For the twelve months ended June 30, 2026, Sudsies generated approximately $21.7 million of revenue, $4.7 million of operating income, and $5.7 million of EBITDA. Over five years, revenue grew at about 21% CAGR, operating income at about 36%, and EBITDA at a corrected 31% CAGR.

When are the Sudsies transactions expected to close for EVI (EVI)?

EVI expects closings for Transactions A–D to occur in 30–45 days, subject to customary conditions such as accurate representations and covenant performance. Transactions A–C also require simultaneous closings, with outside termination dates of September 1, 2026 for those deals.

What correction did EVI (EVI) make to Sudsies’ EBITDA growth disclosure?

EVI stated that an earlier press release inadvertently cited a 62% five-year compound annual growth rate for Sudsies’ EBITDA. The company corrected this figure to a 31% compound annual growth rate over the July 1, 2021 to June 30, 2026 period.

Does EVI (EVI) expect the Sudsies acquisition to affect earnings?

Management stated that it expects the Sudsies transaction to be accretive to EVI’s earnings for the fiscal year ending June 30, 2027. This expectation reflects Sudsies’ profitability profile and growth record but remains subject to execution, integration, and market risks described by EVI.
false 0000065312 0000065312 2026-07-17 2026-07-17
 
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
 
July 17, 2026
(Date of earliest event reported)
 
EVI Industries, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
001-14757
11-2014231
(State or other jurisdiction of
incorporation or organization)
(Commission File Number)
(IRS Employer Identification No.)
     
4500 Biscayne Blvd., Suite 340
Miami, Florida
 
33137
(Address of principal executive offices)
 
(Zip Code)
 
(305) 402-9300
(Registrant’s telephone number, including area code)
 
Not Applicable
(Former name or former address, if changed since last report)
 
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, $.025 par value
EVI
NYSE American
 
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 13e4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
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
 
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 1.01
Entry into a Material Definitive Agreement.
 
Overview
 
On July 17, 2026, EVI Industries, Inc., a Delaware corporation (the “Company”), entered into definitive asset purchase agreements described below in which, subject to the completion of the conditions described below and in the attached exhibits to this Current Report on Form 8-K, certain of the Company’s indirect wholly-owned subsidiaries have agreed to acquire substantially all of the assets and assume certain liabilities of JLOJB, Inc. f/k/a Sudsies, Inc., a Florida corporation (“Sudsies”), and certain of its affiliates and to acquire the personal goodwill of Jason Loeb in Sudsies, for cash, and a number of shares of Common Stock, par value $0.025 per share (the "Common Stock"), as outlined below.
 
Transaction A Asset Purchase Agreement
 
On July 17, 2026, (i) the Company and Garment Care Services FL, LLC, a Delaware limited liability company and an indirect wholly owned subsidiary of the Company (“Garment Care Services”), on the one hand, and the Jason Loeb Family Trust UAD December 7, 2005 as amended (the “Loeb Trust”), the Jorge Baboun and Michelle Zambelli Baboun Inter Vivos Declaration of Trust Created March 13, 2023 (the “Baboun Trust”, and together with the Loeb Trust, the “Trusts”), Jason Loeb (“Loeb”), Jorge Baboun (“Baboun”, and together with Loeb, the “Shareholders”), and Sudsies (and together with the Trusts and the Shareholders, the “Transaction A Seller Group”), on the other hand, entered into an Asset Purchase Agreement (the “Transaction A-1 Asset Purchase Agreement”) and (ii) the Company and GCS 12711 Plant FL, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (“GCS 12711”), on the one hand, and the Transaction A Seller Group, on the other hand, entered into an Asset Purchase Agreement (the “Transaction A-2 Asset Purchase Agreement", and together with the Transaction A-1 Asset Purchase Agreement, the "Transaction A Asset Purchase Agreements”), pursuant to which Garment Care Services and GCS 12711 have agreed to acquire substantially all of the assets and assume certain liabilities of Sudsies (the “Transaction A Transactions”).
 
Subject to certain working capital adjustments, in the case of Transaction A-2 Asset Purchase Agreement, and other adjustments, the consideration for the Transaction A Transactions will be equal to $22,600,000, of which $1,716,000 will be deposited in an escrow account for no less than 12 months after the date of the closing of the Transaction A Transactions (subject to extension in certain circumstances);
 
The Transaction A Asset Purchase Agreements contain representations, warranties and covenants customary for a transaction of this size and nature. Subject to certain limitations, the Transaction A Seller Group, on the one hand, and the Company and Buyer, on the other hand, have agreed to indemnify each other for breaches of representations, warranties and covenants and other specified matters, and the Transaction A Seller Group’s indemnification obligations are secured, in part, by the funds in the escrow account for Transaction A Transactions. 
 
The Transaction A Asset Purchase Agreements contain certain termination rights for the Company and the Transaction A Seller Group, including, but not limited to, (i) by mutual written agreement; (ii) if the closing has not occurred on or before September 1, 2026; and (iii) the non-performance of any material covenant or other agreement set forth in the Transaction A Asset Purchase Agreements after an opportunity to cure in some cases.
 
The Company expects the closing of the Transaction A Transactions to occur within 30 to 45 days, subject to certain closing conditions, including, but not limited to, (i) the accuracy of the representations and warranties of the parties; (ii) the parties’ performance and compliance in all material respects with the agreements and covenants contained in the Transaction A Asset Purchase Agreement and (iii) the simultaneous closing of the Transaction B Transactions (as defined below) and the Transaction C Transactions (as defined below).
 
 

 
The foregoing description of each of the Transaction A-1 Asset Purchase Agreement and the Transaction A-2 Asset Purchase Agreement is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference, to the Transaction A-1 Asset Purchase Agreement and the Transaction A-2 Asset Purchase Agreement, copies of which are attached hereto as Exhibits 2.1 and 2.2, respectively, and are incorporated herein by reference. The Transaction A Asset Purchase Agreements contain representations and warranties made by the parties as of specific dates and solely for their benefit. The representations and warranties reflect negotiations between the parties and are not intended as statements of fact to be relied upon by the Company’s stockholders or any other person or entity other than the parties to the Transaction A Asset Purchase Agreement and, in certain cases, represent allocation decisions among the parties and are modified or qualified by correspondence or confidential disclosures made between the parties in connection with the negotiation of the Transaction A Asset Purchase Agreement (which disclosures are not reflected in the Transaction A Asset Purchase Agreement itself, may not be true as of any date other than the date made, or may apply standards of materiality in a way that is different from what may be viewed as material by stockholders). Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and stockholders should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Transaction A Asset Purchase Agreement.
 
Transaction B Asset Purchase Agreements
 
On July 17, 2026, (i) the Company and Garment Care Services, on the one hand, and Sudsies Goldberg Holdings, LLC, a Florida limited liability company ("Sudsies Goldberg"), JLOJB Management, LLC, f/k/a Sudsies Management, LLC, a Florida limited liability company (“JLOJB Management”), the Trusts, the Shareholders, Luis Moreno, Sudsies Operations North, LLC f/k/a Sudsies Boca LLC, a Florida limited liability company (“Sudsies Operations”), and Davie Dry Cleaners, LLC, a Florida limited liability company (“Davie Dry Cleaners” and together with Sudsies Goldberg, JLOJB Management, the Trusts, the Shareholders, Moreno and Sudsies Operations, the “Transaction B Seller Group”), on the other hand, entered into an Asset Purchase Agreement (the “Transaction B-1 Asset Purchase Agreement”) and (ii) the Company and GCS 112-114 Plant FL, LLC, a Florida limited liability company and an indirect wholly owned subsidiary of the Company (“GCS 112-114”), on the one hand, and the Transaction B Seller Group, on the other hand, entered into an Asset Purchase Agreement (the “Transaction B-2 Asset Purchase Agreement”, and together with the Transaction B-1 Asset Purchase Agreement, the “Transaction B Asset Purchase Agreements”), pursuant to which Garment Care Services and GCS 112-114 have agreed to acquire substantially all of the assets and assume certain liabilities of Sudsies Operations and Davie Dry Cleaners (the “Transaction B Transactions”).
 
Subject to certain working capital adjustments in the case of Transaction B-2 Asset Purchase Agreement, and other adjustments, the consideration for the Transaction B Transactions will be equal to $4,000,000, of which $232,000 will be deposited in an escrow account for no less than 12 months after the date of the closing of the Transaction B Transactions (subject to extension in certain circumstances).
 
The Transaction B Asset Purchase Agreements contain representations, warranties and covenants customary for a transaction of this size and nature. Subject to certain limitations, the Transaction B Seller Group, on the one hand, and the Company and Buyer, on the other hand, have agreed to indemnify each other for breaches of representations, warranties and covenants and other specified matters, and the Transaction B Seller Group’s indemnification obligations are secured, in part, by the funds in the escrow account for Transaction B Transactions. 
 
The Transaction B Asset Purchase Agreements contain certain termination rights for the Company and the Transaction B Seller Group, including, but not limited to, (i) by mutual written agreement; (ii) if the closing has not occurred on or before September 1, 2026; and (iii) the non-performance of any material covenant or other agreement set forth in the Transaction B Asset Purchase Agreements after an opportunity to cure in some cases.
 
The Company expects the closing of the Transaction B Transactions to occur within 30 to 45 days, subject to certain closing conditions, including, but not limited to, (i) the accuracy of the representations and warranties of the parties; and (ii) the parties’ performance and compliance in all material respects with the agreements and covenants contained in the Transaction B Asset Purchase Agreement, and (iii) the simultaneous closings of the Transaction A Transactions and the Transaction C Transactions.
 
 

 
The foregoing description of each of the Transaction B-1 Asset Purchase Agreement and the Transaction B-2 Asset Purchase Agreement is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference, to the Transaction B-1 Asset Purchase Agreement and the Transaction B-2 Asset Purchase Agreement, copies of which are attached hereto as Exhibits 2.3 and 2.4, respectively, and are incorporated herein by reference. The Transaction B Asset Purchase Agreements contain representations and warranties made by the parties as of specific dates and solely for their benefit. The representations and warranties reflect negotiations between the parties and are not intended as statements of fact to be relied upon by the Company’s stockholders or any other person or entity other than the parties to the Transaction B Asset Purchase Agreements and, in certain cases, represent allocation decisions among the parties and are modified or qualified by correspondence or confidential disclosures made between the parties in connection with the negotiation of the Transaction B Asset Purchase Agreements (which disclosures are not reflected in the Transaction B Asset Purchase Agreements themselves, may not be true as of any date other than the date made, or may apply standards of materiality in a way that is different from what may be viewed as material by stockholders). Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and stockholders should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Transaction B Asset Purchase Agreements.
 
Transaction C Asset Purchase Agreement
 
On July 17, 2026, the Company and Garment Care Services, on the one hand, and the Trusts, the Shareholders, Shmuel Rudski (“Rudski”) and JLOJB On-Site, LLC f/k/a Sudsies On-Site, LLC, a Florida limited liability company (“Sudsies On-Site” and together with the Trusts, the Shareholders and Rudski, the “Transaction C Seller Group”), on the other hand, entered into an Asset Purchase Agreement (the “Transaction C Asset Purchase Agreement”), pursuant to which Garment Care Services has agreed to acquire substantially all of the assets and assume certain liabilities of Sudsies On-Site (the “Transaction C Transactions”).
 
Subject to certain working capital and other adjustments, the consideration for the Transaction C Transactions will be equal to $900,000, consisting of (i) $800,000 in cash, of which $52,000 will be deposited in an escrow account for no less than 12 months after the date of the closing of the Transaction C Transactions (subject to extension in certain circumstances) and (ii) a number of shares of Common Stock equal to the quotient of $100,000 divided by a price per share determined by the board of directors of the Company (the “Transaction C Stock Amount”).
 
The Transaction C Asset Purchase Agreement contains representations, warranties and covenants customary for a transaction of this size and nature. Subject to certain limitations, the Transaction C Seller Group, on the one hand, and the Company and Buyer, on the other hand, have agreed to indemnify each other for breaches of representations, warranties and covenants and other specified matters, and the Transaction C Seller Group's indemnification obligations are secured, in part, by the funds in the escrow account for Transaction C Transactions. 
 
The Transaction C Asset Purchase Agreement contains certain termination rights for the Company and the Transaction C Seller Group, including, but not limited to, (i) by mutual written agreement; (ii) if the closing has not occurred on or before September 1, 2026; and (iii) the non-performance of any material covenant or other agreement set forth in the Transaction C Asset Purchase Agreements after an opportunity to cure in some cases.
 
The Company expects the closing of the Transaction C Transactions to occur within 30 to 45 days, subject to certain closing conditions, including, but not limited to, (i) the accuracy of the representations and warranties of the parties; and (ii) the parties’ performance and compliance in all material respects with the agreements and covenants contained in the Transaction C Asset Purchase Agreement, and (iii) the simultaneous closings of the Transaction A Transactions and the Transaction B Transactions.
 
The foregoing description of the Transaction C Asset Purchase Agreement is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference, to the Transaction C Asset Purchase Agreement, a copy of which is attached hereto as Exhibit 2.5, and is incorporated herein by reference. The Transaction C Asset Purchase Agreement contains representations and warranties made by the parties as of specific dates and solely for their benefit. The representations and warranties reflect negotiations between the parties and are not intended as statements of fact to be relied upon by the Company’s stockholders or any other person or entity other than the parties to the Transaction C Asset Purchase Agreement and, in certain cases, represent allocation decisions among the parties and are modified or qualified by correspondence or confidential disclosures made between the parties in connection with the negotiation of the Transaction C Asset Purchase Agreement (which disclosures are not reflected in the Transaction C Asset Purchase Agreement itself, may not be true as of any date other than the date made, or may apply standards of materiality in a way that is different from what may be viewed as material by stockholders). Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and stockholders should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Transaction C Asset Purchase Agreement.
 
 

 
Transaction D Goodwill Purchase Agreement
 
On July 17, 2026, the Company and Garment Care Services, on the one hand, and Loeb, on the other hand, entered into an Agreement for the Purchase of Personal Goodwill (the “Transaction D Goodwill Purchase Agreement”), pursuant to which Garment Care Services has agreed to acquire all of the Personal Goodwill (as defined in the Transaction D Goodwill Purchase Agreement) of Loeb in Sudsies (the “Transaction D Transactions”).
 
The consideration for the Transaction D Transactions will be equal to $7,124,778, consisting of (i) $6,624,778 in cash, and (ii) a number of shares of Common Stock equal to the quotient of $500,000 divided by a price per share determined by the board of directors of the Company (the “Transaction D Stock Amount”).
 
The Transaction D Goodwill Purchase Agreement contains representations, warranties and covenants customary for a transaction of this size and nature. Subject to certain limitations, Loeb, on the one hand, and the Company and Purchaser, on the other hand, have agreed to indemnify each other for breaches of representations, warranties and covenants and other specified matters. 
 
The Transaction D Goodwill Purchase Agreement contains certain termination rights for the Company and Loeb, including, but not limited to, by mutual written agreement.
 
The Company expects the closing of the Transaction D Transactions to occur within 30 to 45 days, subject to certain closing conditions, including, but not limited to, (i) the accuracy of the representations and warranties of the parties; and (ii) the parties’ performance and compliance in all material respects with the agreements and covenants contained in the Transaction D Goodwill Purchase Agreement.
 
The foregoing description of the Transaction D Goodwill Purchase Agreement is a summary only, does not purport to be complete and is subject to, and qualified in its entirety by reference, to the Transaction D Goodwill Purchase Agreement, a copy of which is attached hereto as Exhibit 2.6, and is incorporated herein by reference. The Transaction D Goodwill Purchase Agreement contains representations and warranties made by the parties as of specific dates and solely for their benefit. The representations and warranties reflect negotiations between the parties and are not intended as statements of fact to be relied upon by the Company’s stockholders or any other person or entity other than the parties to the Transaction D Goodwill Purchase Agreement and, in certain cases, represent allocation decisions among the parties and are modified or qualified by correspondence or confidential disclosures made between the parties in connection with the negotiation of the Transaction D Goodwill Purchase Agreement (which disclosures are not reflected in the Transaction D Goodwill Purchase Agreement itself, may not be true as of any date other than the date made, or may apply standards of materiality in a way that is different from what may be viewed as material by stockholders). Accordingly, the representations and warranties may not describe the actual state of affairs at the date they were made or at any other time, and stockholders should not rely on them as statements of fact. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Transaction D Goodwill Purchase Agreement.
 
Item 3.02
Unregistered Sales of Equity Securities.
 
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 3.02. The Transaction C Stock Amount and the Transaction D Stock Amount will be issued in reliance upon an exemption from the registration requirements of the Securities Act of 1933, as amended, pursuant to Section 4(a)(2) thereof, which exempts transactions by an issuer not involving any public offering. The issuance of the Transaction C Stock Amount and the Transaction D Stock Amount will not be a public offering for purposes of Section 4(a)(2) because of its being made only to Messrs. Rudski and Loeb, each such person’s status as an accredited investor, and the manner of the issuance, including that the Company did not, and will not, engage in general solicitation or advertising with regard to the issuance of the Transaction C Stock Amount and the Transaction D Stock Amount and did not, and will not, offer any of the shares to the public in connection with the issuance.
 
Item 8.01
Other Events.
 
On July 20, 2026, the Company issued a press release announcing the Transaction A Asset Purchase Agreements, the Transaction B Asset Purchase Agreements, the Transaction C Asset Purchase Agreement and the Transaction D Goodwill Purchase Agreement. In the press release the Company inadvertently overstated the compounded annual growth rate for a five year period for EBITDA of 62%. The corrected percentage is 31%. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
 
 

 
Item 9.01
Financial Statements and Exhibits.
 
 
(d)
Exhibits.
 
  2.1 Asset Purchase Agreement dated as of July 17, 2026, by and among EVI Industries, Inc., Garment Care Services FL, LLC, the Jason Loeb Family Trust UAD December 7, 2005 as amended, the Jorge Baboun and Michelle Zambelli Baboun Inter Vivos Declaration of Trust Created March 13, 2023, Jason Loeb, Jorge Baboun and JLOJB, Inc. f/k/a Sudsies, Inc.
     
  2.2 Asset Purchase Agreement dated as of July 17, 2026, by and among EVI Industries, Inc., GCS 12711 Plant FL, LLC, the Jason Loeb Family Trust UAD December 7, 2005 as amended, the Jorge Baboun and Michelle Zambelli Baboun Inter Vivos Declaration of Trust Created March 13, 2023, Jason Loeb, Jorge Baboun and JLOJB, Inc. f/k/a Sudsies, Inc.
     
  2.3 Asset Purchase Agreement dated as of July 17, 2026, by and among EVI Industries, Inc., Garment Care Services FL, LLC, Sudsies Goldberg Holdings, LLC, JLOJB Management, LLC, F/K/A Sudsies Management, LLC, the Jason Loeb Family Trust UAD December 7, 2005 as amended, the Jorge Baboun and Michelle Zambelli Baboun Inter Vivos Declaration of Trust Created March 13, 2023, Jason Loeb, Jorge Baboun, Luis Moreno, Sudsies Operations North, LLC f/k/a Sudsies Boca LLC and Davie Dry Cleaners, LLC.
     
  2.4 Asset Purchase Agreement dated as of July 17, 2026, by and among EVI Industries, Inc., GCS 112-114 Plant FL, LLC, Sudsies Goldberg Holdings, LLC, JLOJB Management, LLC, F/K/A Sudsies Management, LLC, the Jason Loeb Family Trust UAD December 7, 2005 as amended, the Jorge Baboun and Michelle Zambelli Baboun Inter Vivos Declaration of Trust Created March 13, 2023, Jason Loeb, Jorge Baboun, Luis Moreno and Davie Dry Cleaners, LLC.
     
  2.5 Asset Purchase Agreement dated as of July 17, 2026, by and among EVI Industries, Inc., Garment Care Services FL, LLC, JLOJB On-Site, LLC F/K/A Sudsies On-Site, LLC, the Jason Loeb Family Trust UAD December 7, 2005 as amended, the Jorge Baboun and Michelle Zambelli Baboun Inter Vivos Declaration of Trust Created March 13, 2023, Jason Loeb, Jorge Baboun and Shmuel Rudski.
     
  2.6 Agreement for the Purchase of Personal Goodwill, dated as of July 17, 2026, by and among EVI Industries, Inc., Garment Care Services FL, LLC and Jason Loeb.
     
  99.1 Press release of EVI Industries, Inc., dated July 20, 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.
 
 
EVI INDUSTRIES, INC.
       
       
       
Dated:  July 23, 2026
By:
/s/ Robert H. Lazar
 
   
Robert H. Lazar
 
   
Chief Financial Officer
 
 
 

Exhibit 99.1

 

EVI Industries to Expand into Consumer Garment Care Services Industry with Agreement to Acquire Sudsies, Inc.

 

The New Division Extends EVI's Proven Growth Strategy into an Attractive Multibillion-Dollar Consumer Market; EVI Reaffirms Its Commitment to the Commercial Laundry Distribution and Service Industry

 

MIAMI, Florida – July 20, 2026: EVI Industries, Inc. (NYSE American: EVI) ("EVI" or the "Company") today announced its plans to expand into the consumer garment care services industry through the establishment of a new division. In connection with these plans, the Company has entered into a definitive agreement to acquire Miami, Florida-based Sudsies, Inc. This planned expansion is based on management’s belief that consumer garment care represents a compelling long-term opportunity and would mark EVI's first dedicated expansion beyond the commercial laundry distribution and service industry since the Company began executing its long-term growth strategy in 2016. Consumer garment care is a multibillion-dollar and essential market with steady, recurring demand, served by thousands of independent, often family-owned businesses. As consumers place growing value on quality, convenience, and service experience, EVI sees a significant opportunity to build a leading garment care business of national scale.

 

Building From a Position of Strength in Commercial Laundry

EVI is entering into the consumer garment care services industry with confidence, built on a growth strategy proven over a decade, deep knowledge of the laundry industry, the reputation EVI has earned as a trusted partner to the businesses and founders that join its organization, and the careful diligence behind this decision. That confidence is grounded in results. Since Henry M. Nahmad acquired a controlling interest in EVI in 2015, EVI has executed a disciplined buy-and-build strategy in the commercial laundry distribution and service industry, bringing together many of the finest entrepreneurs and businesses in the industry, to grow from a single Miami, Florida-based distributor with 31 employees into North America's leading commercial laundry distribution and service enterprise of 32 businesses and more than 900 associates, including over 200 sales professionals and 425 service personnel. Since 2016, annual revenue has grown more than 12x, from approximately $36 million to nearly $435 million, compounding at 29% annually, with net income and Adjusted EBITDA compounding at 15% and 26%, respectively.

 

While EVI sees significant opportunity in the consumer garment care services industry, it remains firmly committed to the commercial laundry distribution and service business — a large, durable, and steadily growing business that is the foundation of the Company. EVI intends to continue growing this business, both organically and through the acquisition of additional commercial laundry distribution and service businesses, and to continue investing in the operating platform that positions it to realize meaningful operating leverage as it scales.

 

Agreement to Acquire Sudsies, Inc.

In connection with its planned expansion into the consumer garment care services industry, EVI has entered into a definitive agreement to acquire Sudsies, Inc., a well-established operator in the garment care sector. It is expected that, upon completion of the transaction, Sudsies would become the foundation of EVI's new consumer garment care division.

 

Founded in Miami in 1996 by Jason Loeb and Jorge Baboun, Sudsies has become one of South Florida's premier garment care businesses, trusted by a dense base of individual consumers and luxury retail partners with the care of high-value, technically complex garments — a growing share of today's luxury apparel market. Its service model treats every item individually, using processes designed to preserve fabric, structure, color, and finish. What sets Sudsies apart is the combination of strengths behind that service. It is a sophisticated marketer, with a distinctive brand and a data-driven, digitally native approach to customer acquisition and engagement that few in garment care can match. It operates an integrated logistics and delivery capability — a dedicated fleet and a technology-enabled, account-dedicated pickup-and-delivery operation built to scale. And it pairs deep craft with a relentless service focus. Together, these have produced what few in the industry have: a proven, repeatable playbook for winning the modern luxury consumer, and the strong loyalty, retention, and recurring revenue that management believes is difficult to replicate.

 

Sudsies' financial profile reflects the strength, consistency, and profitability of its business. For the twelve months ended June 30, 2026, Sudsies generated revenue of approximately $21.7 million, operating income of approximately $4.7 million, and EBITDA of approximately $5.7 million. Over the five-year period from July 1, 2021 through June 30, 2026, Sudsies grew revenue at a compound annual growth rate of approximately 21%, while expanding operating income and EBITDA at compound annual growth rates of approximately 36% and 62%, respectively. These results reflect a rare combination of durable growth and attractive profitability well suited to EVI's long-term approach to building businesses.

 

EVI believes that its deep operating expertise across the laundry industry — including how to design, build, equip, and service laundry operations — and its proven record of acquiring and growing laundry businesses, paired with Sudsies' brand, expertise, and reputation in consumer garment care, will be a powerful combination, enabling the combined organization to expand the Sudsies model into new U.S. markets and build a national platform at a scale neither could reach alone.

 

Jason Loeb, Founder of Sudsies, commented: "After nearly thirty years building Sudsies, choosing the right partner for our future was one of the most important decisions we would ever make. We chose EVI because they offered something rare: a permanent home that protects what we have built and keeps our name, our team, our culture, and our standards in place. Joining EVI gives our team the resources and the opportunity to keep growing while preserving everything that has made Sudsies special. They share our values and our dedication to an exceptional client experience, and for me and everyone who helped build this company, that is exactly the future we hoped for."

 

Consistent with EVI’s operating philosophy, upon completion of the transaction, Sudsies would continue to operate under its established brand and be led by its founder, Jason Loeb, while serving as the foundation on which EVI intends to build a consumer garment care services division of national scale.

 

Henry M. Nahmad, EVI's Chairman and Chief Executive Officer, commented: "Many of the finest businesses in our industry, including Sudsies, have chosen, and continue to choose, to join EVI, because we honor what their founders created and give them the means to reach their full potential. Our commitment to the commercial laundry distribution and service industry, the foundation of our Company, has never been stronger. We intend to capitalize on the same strengths that made us North America's leading commercial laundry enterprise to extend our reach into a large and attractive consumer market. We believe garment care businesses will come to see EVI the way commercial laundry businesses have, as the place where great companies grow, beginning with Sudsies. Jason Loeb, Jorge Baboun, Luis Moreno, and the entire Sudsies team have created a business that consumers love and peers respect. Together, we will build something exceptional and leave a lasting mark on this industry and the customers we serve."

 

A Natural Fit for EVI's Proven Approach

EVI's success has been built on a disciplined, long-term approach: partnering with high-quality, founder-led businesses; retaining and empowering the leaders who built them; honoring the culture and legacy they have created; and helping them pursue growth as part of a larger enterprise, with meaningful ownership in its success. EVI believes this same approach is well suited to the consumer garment care services industry. EVI offers the capital and stability of a business listed on the NYSE American, yet it thinks and acts like the founder-led enterprise it is, led and significantly owned by its CEO, Henry M. Nahmad, and by the entrepreneurs who run its businesses. That alignment is rare among public companies, and it is why EVI measures success over the long-term. The transaction is expected to close promptly upon satisfaction of all customary closing conditions, and management expects it to be accretive to EVI’s earnings for the fiscal year ending June 30, 2027. For additional information regarding the agreement to acquire Sudsies, please see EVI's Current Report on Form 8-K filed with the Securities and Exchange Commission on the date hereof.

 

About EVI Industries

EVI Industries, Inc., through its wholly owned subsidiaries, is a value-added distributor and a provider of advisory and technical services. Through its vast sales organization, the Company provides its customers with planning, designing, and consulting services related to their commercial laundry operations. The Company sells and/or leases its customers commercial laundry equipment, specializing in washing, drying, finishing, material handling, water heating, power generation, and water reuse applications. In support of the suite of products it offers, the Company sells related parts and accessories. Additionally, through the Company's robust network of commercial laundry technicians, the Company provides its customers with installation, maintenance, and repair services. The Company's customers include retail, commercial, industrial, institutional, and government customers. As described in this press release, EVI plans to expand its operations into the consumer garment care services industry.

 

Forward-Looking Statements

Except for the historical matters contained herein, statements in this press release are forward-looking and are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are based on current information and current expectations of management. Forward-looking statements are subject to substantial risks and uncertainties, which may cause actual results to differ materially from the results expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to: risks related to the contemplated acquisition of Sudsies, including the possibility that the conditions to closing the acquisition may not be satisfied, risks related to the ability of each party to consummate the transaction, uncertainties as to the timing of the consummation of the transaction, the risk that the acquisition may not otherwise be consummated in accordance with the contemplated terms, or at all, the risk that the contemplated benefits of the acquisition may not be achieved to the extent expected, or at all, including that the addition of Sudsies may not have a positive impact on EVI's operating results or financial condition, integration and execution risks, and risks related to the business, operations, and prospects of Sudsies and EVI's plans with respect thereto; and risks related to the planned new consumer garment care services division, including that EVI's expansion into the consumer garment care services industry may not be successful, operational risks, and risks related to the anticipated size of, and opportunity within, the consumer garment care services industry, including its total addressable market, the applicability and success of EVI's buy-and-build strategy in that industry, and the anticipated strategic, competitive, and financial advantages of leveraging EVI's commercial laundry capabilities, infrastructure, and supply relationships. Reference is also made to other economic, competitive, governmental, technological, and other risks and factors discussed in EVI's filings with the Securities and Exchange Commission, including, without limitation, in the "Risk Factors" section of EVI's Annual Report on Form 10-K for the fiscal year ended June 30, 2025. Many of these risks and factors are beyond EVI's control. Further, past performance and perceived trends may not be indicative of future results. EVI cautions that the foregoing factors are not exclusive. The reader should not place undue reliance on any forward-looking statement, which speaks only as of the date made. EVI does not undertake to, and specifically disclaims any obligation to, update or supplement any forward-looking statement, except as may be required by law. Adjusted EBITDA is a non-GAAP financial measure. For a reconciliation of Adjusted EBITDA to net income, the most comparable GAAP financial measure, see the Company’s earnings press release for the three- and nine-month periods ended March 31, 2026, which was issued on May 11, 2026.

 

Contact Information

EVI Industries, Inc.

4500 Biscayne Blvd., Suite 340

Miami, Florida 33137

Henry M. Nahmad, Chairman and CEO, (305) 402-9300

Craig Ettelman, Director of Finance and Investor Relations, (305) 402-9300

info@evi-ind.com

 

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