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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): |
|
September
11, 2025 |
LAZYDAYS
HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
001-38424 |
|
82-4183498 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(IRS
Employer
Identification
No.) |
| 4042
Park Oaks Blvd., Suite 350, Tampa, Florida |
|
33610 |
| (Address of principal executive
offices) |
|
(Zip Code) |
| Registrant’s telephone
number, including area code |
|
(813)
246-4999 |
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 (see General Instruction A.2. below):
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
| Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
| Common stock |
|
GORV |
|
Nasdaq Capital Market |
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.
Letter
of Intent with Campers Inn
On
September 11, 2025, Lazydays Holdings, Inc., a Delaware corporation (the “Company”), entered into a letter
of intent (the “LOI”) with Campers Inn Holding Corporation, a Delaware corporation (“Campers Inn”).
The LOI is nonbinding, except that it imposes binding obligations on Campers Inn and the Company regarding a deposit and binding obligations
on the Company regarding exclusivity and a termination fee, as further summarized under the heading “Binding Provisions”
below.
Nonbinding
Provisions
The
LOI contemplates that Campers Inn or a new holding company entity (“NewCo”) owned by certain ultimate owners
of Campers Inn, including Jeffrey M. Hirsch, will acquire all or substantially all of the assets of the Company and its subsidiaries
(the “Transaction”) for consideration to include: (i) $30,000,000 for furniture, fixtures, equipment, parts,
goodwill, and other personal property other than recreational vehicle inventory; (ii) a price for recreational vehicle inventory based
on pricing methodologies as stated in the LOI; and (iii) a price for owned real property based on a percentage of appraised value for
the property as stated in the LOI.
The
LOI states that, after the closing of the Transaction, Campers Inn or NewCo will take over the operation of the Company’s dealerships
in Tucson, Arizona; Johnstown, Colorado; Seffner, Florida; Knoxville, Tennessee (inclusive of the Company’s Strawberry Plains,
Airstream of Knoxville, and Turkey Creek sites); and St. George, Utah. The LOI further states that Campers Inn is assessing whether to
continue to operate the Company’s other dealerships after the closing of the Transaction. The LOI states that the Transaction may
close in a series of site-by-site closings if mutually agreed by the parties, and that Campers Inn’s target final closing date
is before Thanksgiving (November 27, 2025) and no later than December 1, 2025.
The
LOI states that Camper Inn’s remaining diligence would focus on understanding potential liability exposures, completing a detailed
inventory analysis (including site visits for major operations), working with landlords on the transfer of leases, and reviewing previous
appraisals, with the potential to order new appraisals.
The
LOI states that the Transaction would close without any post-closing recourse against the Company and without any escrows or holdbacks.
The
LOI states that Campers Inn’s only conditions to closing the Transaction are: (i) the expiration of the waiting period under the
Hart-Scott-Rodino Antitrust Improvements Act of 1976 (if necessary); (ii) the assignment of leases and landlord consent thereto (if required
under an applicable lease); (iii) good, marketable and clear title to the purchased assets (or, in the case of recent trades, powers
of attorney and payoffs to allow Campers Inn to clear title); and (iv) approval of the Transaction by the Company’s stockholders
(if required under Delaware law) (the “Closing Conditions”). The LOI states that there will be no other conditions
such as financing, OEM approvals, state licensing, or other third-party consents.
The
LOI states that Campers Inn will provide, prior to the execution of a definitive asset purchase agreement for the Transaction, a definitive
term sheet, along with enforceable committed acquisition financing letters subject to customary limited conditions, from a financing
source to NewCo for the floorplan financing necessary to complete the purchase of the inventory (collectively the “Committed
Floorplan Financing”). The LOI further states that, unless the Committed Floorplan Financing is effective simultaneously
with such definitive asset purchase agreement, Campers Inn will be a party to the definitive asset purchase agreement and guarantee the
obligations of NewCo to purchase the inventory thereunder. In addition, the LOI states that Jeffrey M. Hirsch will be a party to and
guarantee performance of the obligations of NewCo under the definitive asset purchase agreement with respect to the purchase of the furniture,
fixtures, equipment, parts, blue sky/goodwill and real estate. The LOI also states that Campers Inn has the capability, if needed, of
funding the Transaction through current Campers Inn financing facilities and family resources.
Binding
Provisions
Pursuant
to a binding provision of the LOI, Campers Inn paid the Company a $1,000,000 deposit promptly after the execution of the LOI (the “Deposit”).
The Company is required to refund the Deposit to Campers Inn if: (i) payment of the Breakup Fee (defined below) by the Company to Campers
Inn is required pursuant to the LOI; (ii) at any time the Company abandons the Transaction; or (iii) if the Closing Conditions are not
met. In any other case, the Company is entitled to retain the Deposit and, if the Transaction closes, the Deposit will be credited to
the purchase price for the purchased assets.
The
LOI contains a binding exclusivity provision pursuant to which the Company has agreed, during the Exclusivity Period (as defined below),
to not, and to cause its subsidiaries and its and its subsidiaries’ respective directors, managers, officers, employees, agents,
representatives and financial and legal advisors (collectively, “Representatives”) not to, directly or indirectly,
solicit, negotiate, encourage or otherwise discuss with or provide information to or enter into any agreement with respect to any person
or entity (other than Campers Inn and its representatives) for the purpose of effecting or evaluating the sale, transfer, recapitalization
or other disposition, directly or indirectly, of any equity interests in, or assets of, the Company or any of its subsidiaries by asset
sale, equity sale, joint venture, merger, consolidation, recapitalization or any other means or other transaction. The “Exclusivity
Period” extends from the execution of the LOI through the earlier of (i) October 6, 2025, provided that the Company has
delivered a first draft of the definitive asset purchase agreement for the Transaction to Campers Inn by September 18, 2025, and (ii)
the execution of the definitive asset purchase agreement for the Transaction.
If,
during the Exclusivity Period, the Company receives an offer from a third party that it reasonably determines may be a superior offer,
and is advised by its counsel that the board of directors of the Company must, in the exercise of its fiduciary duties, consider such
superior offer, then the Company and its Representatives may furnish to such third party information and access relating to the Company
and its subsidiaries and their businesses and operations for the purpose of assisting with or facilitating such a superior offer and
engage in related discussions and negotiations, and may enter into any agreement (including any letter of intent, term sheet or other
similar document or any definitive agreement) relating to such superior offer with such third party and may consummate any transactions
contemplated thereby (the “Fiduciary Out”), provided that (i) the Company shall provide notice to Campers Inn
of the existence and general terms of such superior offer promptly, and (ii) the Company shall pay or cause to be paid to Campers Inn
or its designee a breakup fee equal to $10,000,000 (the “Breakup Fee”). The Breakup Fee shall be due and payable
when, in the exercise of the Fiduciary Out, the Company engages with and furnishes information and access to such third party.
The
foregoing description of the LOI is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached
as Exhibit 10.1 hereto and incorporated herein by reference.
Amended
and Restated Limited Waiver and Consent with Respect to Credit Agreement
On
September 12, 2025, the Company entered into an Amended and Restated Limited Waiver and Consent with Respect to Credit Agreement (the
“Waiver”), related to that certain Second Amended and Restated Credit Agreement dated as of February 21, 2023
(as amended from time to time, the “Credit Agreement”) with Manufacturers and Traders Trust Company, as Administrative
Agent (the “Administrative Agent”), the lenders party thereto (the “Lenders”), the
Company and certain subsidiaries of the Company party thereto as loan parties. The Waiver amends and restates the previously executed
Limited Waiver and Consent with Respect to Credit Agreement dated July 31, 2025, as amended (the “Original Waiver”).
The Credit Agreement provides the Company with a floor plan credit facility (the “Floor Plan Credit Facility”).
The
Waiver grants the Company temporary waivers of potential defaults or events of default resulting from the following: (a) the failure
to make certain vehicle curtailment payments due and owing during the months ended August 31, 2025, September 30, 2025, October 31, 2025
and November 30, 2025; (b) the failure to make certain interest payments during the months ended August 31, 2025, September 30, 2025,
October 31, 2025 and November 30, 2025; (c) the failure to repay certain revolving loans outstanding under the Credit Agreement with
certain net cash proceeds received in connection with the sale of the Company’s Tulsa, Oklahoma facility (the “Specified
Tulsa Real Estate Net Proceeds”); (d) the failure to comply with the minimum liquidity financial covenant during the Waiver
Period (defined below); (e) the failure to repay certain revolving loans outstanding under the Credit Agreement as a result of the Lenders’
revolving credit exposure exceeding the line cap during the Waiver Period; (f) the failure to comply with the covenant prohibiting the
aggregate value of all consigned vehicles to exceed 10% of the aggregate principal balance of the Floor Plan Credit Facility (the “Consignment
Covenant Waiver”) prior to September 26, 2025, (g) the inaccuracy of the Company’s solvency representation during
the Waiver Period; and (e) certain cross-defaults under the Company’s mortgage with First Horizon Bank relating to the foregoing.
The foregoing waivers apply for a period (the “Waiver Period”) beginning September 12, 2025 and lasting until
the earlier to occur of (x) 11:59 P.M. (Eastern Time) on December 1, 2025 and (y) the failure of the Company or any other loan party
to comply timely with any term, condition or covenant set forth in the Waiver or the occurrence of any other default or event of default
under the Credit Agreement. At the end of the Waiver Period, the waivers described above will cease to be of any force or effect.
Pursuant
to the Original Waiver, the Company deposited the Specified Tulsa Real Estate Net Proceeds into a blocked account maintained with and
subject to the sole dominion and control of the Administrative Agent from which the Company has no rights of access or withdrawal (the
“Cash Collateral Reserve”). The Waiver provides that, during the Waiver Period, the Administrative Agent shall
release funds from the Cash Collateral Reserve to the Company upon its written request, provided that the following conditions are met:
(a) the Company and the other loan parties project liquidity to be less than $5,000,000 (the “Minimum Liquidity Amount”)
at any time during the week following the request; (b) the amount of the release request does not exceed the amount needed to cause liquidity
as of the end of the week in which such release occurs to equal the Minimum Liquidity Amount; (c) only one such request may be submitted
per week; (d) such release request is submitted no later than the Friday immediately preceding the week in which the release is requested
and specifies the requested release date, which shall be no earlier than Tuesday of such week; and (e) no default or event of default
(except those temporarily waived under the Waiver) is occurring. At the end of the Waiver Period, funds in the Cash Collateral Reserve
may be applied to obligations outstanding under the Credit Agreement.
Under
the Waiver, the Administrative Agent and the Lenders consented to the Transaction subject to the terms and conditions set forth in the
Waiver, including, among others: (a) the terms and conditions of the Transaction (including the purchase price) shall be consistent in
all material respects with the Waiver and the LOI; (b) on the closing date of each sale pursuant to the Transaction, all proceeds of
the Transaction, net of certain costs and expenses, shall be applied to repay the obligations under the Credit Agreement, except that
proceeds from the sale of assets other than certain vehicle inventory may be applied to repay the Company’s mortgage owing to First
Horizon Bank; and (c) the Company shall deliver to the Administrative Agent the definitive purchase agreement at least three business
days prior to the execution thereof.
Among
other covenants, the Waiver requires the Company to (a) between September 15, 2025 and October 5, 2025, and continuing as of the end
of each week thereafter (for the cumulative period of time beginning with September 15, 2025), not to permit certain disbursements and
payments to be greater than 110% of the amount as set forth in a 13-week cash flow forecast delivered to the Administrative Agent (the
“Budget”), tested pursuant to the variance analysis delivered in connection with the Credit Agreement; (b)
comply with the following milestones: (i) on or before October 6, 2025, execute and deliver the definitive purchase agreement for the
Transaction, and (ii) on or before the end of the Waiver Period, complete the Transaction and repay the outstanding obligations under
the Credit Agreement in full with the proceeds therefrom; and (c) refrain from (i) engaging in transactions, including investments or
dispositions, or making any payments other than in the ordinary course of business consistent with past practice or the Transaction,
and (ii) except for amounts included in the Budget, grant, agree to grant or make any payment on account of any additional or increase
in wages, salary, bonus, commissions, benefits, pension, severance or other compensation of any employee, officer or director.
The
termination of the LOI or the definitive purchase agreement for the Transaction constitutes an immediate event of default under the Credit
Agreement.
Under
the Waiver, the Company agreed to pay to the Administrative Agent, for the ratable benefit of the Lenders, (a) a fee equal to 0.25% of
the outstanding principal amount of the Lenders’ loans and commitments as of the date of the Waiver (the “Outstanding
Amount”), payable on the date of the Waiver, and (b) a fee equal to 0.75% of the Outstanding Amount, payable on the earlier
of (a) the date all outstanding loans become due under the Credit Agreement, (b) the consummation of the Transaction and (c) the end
of the Waiver Period.
The
Waiver also permanently decreases the Lenders’ aggregate commitments in respect of the Floor Plan Credit Facility, effective as
of September 12, 2025, from $225,000,000 to $200,000,000. In addition, with respect to any floor plan unit sold in the Transaction, the
Lenders’ aggregate commitments in respect of the Floor Plan Credit Facility will be automatically and permanently reduced, on a
dollar-for-dollar basis, by the principal balance of the Floor Plan Credit Facility (if any) outstanding with respect to such floor plan
unit at the time it is sold.
The
foregoing description of the Waiver is qualified in its entirety by reference to the full text of such agreement, a copy of which is
attached as Exhibit 10.2 hereto and incorporated herein by reference.
Item
7.01 Regulation FD Disclosure.
On
September 16, 2025, the Company and Campers Inn issued a joint press release announcing, among other things, the entry into
the LOI described herein. A copy of the joint press release is furnished as Exhibit 99.1 hereto and is incorporated herein
by reference.
Item
8.01 Other Events.
WARN
Act Notification
On
September 16, 2025, in compliance with the Worker Adjustment and Retraining Notification Act of 1988, as amended, and applicable state
law, the Company notified affected employees and requisite state and local authorities that the Company expects to terminate employees
providing services at the Company’s corporate headquarters in Tampa, Florida effective November 16, 2025 or within 14 days thereafter
in connection with the closing of the Transaction.
Additional
Risk Factors
The
risk factors below describe additional risks to supplement the risks described under the heading “Risk Factors” in the Company’s
Annual Report on Form 10-K for the fiscal year ended December 31, 2024 and its Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 2025 and June 30, 2025 and risks described elsewhere in such reports and elsewhere in the Company’s public reporting
under the Securities Exchange Act of 1934.
| ● | Risks
exist regarding whether the Transaction will close. Other than as outlined above in Item
1.01 under the heading “Binding Provisions,” the LOI is nonbinding. As
such, no party is or will be obligated to consummate the Transaction unless and until a definitive
asset purchase agreement is executed and delivered, subject to its terms and conditions.
Campers Inn continues to conduct due diligence, and the terms of a definitive asset purchase
agreement have not yet been negotiated except as set forth in the LOI, most of which terms
are non-binding. It is possible that the terms of the Transaction could change materially,
and it is possible the Transaction (or one or more of the closings contemplated thereby)
may not close. |
| ● | If
the LOI or the purchase agreement for the Transaction is terminated, or if the Company does
not comply with the Waiver, it would be an event of default under the Credit Agreement and
may cause other material adverse effects. If the LOI or the definitive asset purchase
agreement for the Transaction is terminated by any party thereto, or if the Company fails
to comply with the Waiver, including the milestones in the Waiver regarding steps in the
process for the Transaction and its closing, any such event would constitute an immediate
event of default under the Credit Agreement and an immediate end of the Waiver Period specified
in the Waiver, such that the Administrative Agent and the Lenders could begin exercising
their rights and remedies under the Credit Agreement, the related loan documents and applicable
law. The occurrence of such an event of default may also constitute an event of default under
the Company’s mortgage with First Horizon Bank. The Administrative Agent holds, for
the benefit of the Lenders, security interests and liens in all or substantially all of the
Company’s and its subsidiaries’ real and personal property (including deposit
accounts), and if an event of default occurs that is not waived, then the Administrative
Agent could seek to enforce its security interests and liens in such assets in accordance
with the loan documents and applicable law. First Horizon Bank holds a mortgage over certain
of the Company’s real property located in Knoxville, Tennessee, and if such event of
default constitutes a cross default under First Horizon Bank’s mortgage, First Horizon
Bank could seek to enforce its mortgage in accordance with its loan documents and applicable
law. Any such enforcement could result in the sale of some or all of the Company’s
and its subsidiaries’ assets and the application of the proceeds thereof to obligations
outstanding under the Credit Agreement or First Horizon Bank’s mortgage, as applicable.
In addition, upon the occurrence of an event of default under the Credit Agreement that is
not waived, among other remedies: (a) the Lenders would be permitted to accelerate the loans
outstanding under the Credit Agreement, (b) the Administrative Agent would be permitted to
apply all remaining funds in the Cash Collateral Reserve, described above, to obligations
outstanding under the Credit Agreement, and (c) the Lenders would no longer be obligated
to extend loans pursuant to the Floor Plan Credit Facility, which is credit facility is critically
important to the Company and its subsidiaries. If the Lenders refuse to continue extending
loans pursuant to the Floor Plan Credit Facility, or if a new event of default arises for
which the relevant Lender or Lenders are not willing to waive the default and seeks to enforce
remedies, the Company likely would not be able to continue operating and may need to seek
debtor protection pursuant to the federal Bankruptcy code or other applicable law. |
| ● | If
the Transaction closes, the Company expects to cease operations. As the Company has previously
disclosed, substantial doubt has existed regarding the Company’s ability to continue
as a going concern. This substantial doubt continues to exist. The Transaction as described
in the LOI would constitute the sale of all or substantially all of the assets of the Company
and its subsidiaries, including inventory. The Company and its subsidiaries expect that,
after closing, they would cease all operations and seek to wind up their affairs. In this
situation, the Company may seek debtor protection pursuant to the federal Bankruptcy code
or other applicable law. |
| ● | If
the Transaction closes, a significant portion of the proceeds from the Transaction will be
required to be used to satisfy the Company’s substantial secured debt and other obligations,
and the Transaction may result in no recovery for stockholders of the Company. As of
August 31, 2025, the Company had approximately $182.3 million in senior secured
floorplan debt outstanding, $27.8 million in senior secured revolving debt obligations
outstanding, and $12.6 million in secured mortgage debt outstanding. As of August
31, 2025, the Company had approximately $37.4 million in trade payables and other
unsecured obligations. The estimated purchase price for the Transaction under the terms
of the LOI is projected to be less than the total amount of our secured and unsecured liabilities. If the Transaction closes, proceeds from the Transaction would be applied in accordance with
the Waiver and definitive asset purchase agreement based on existing contractual priorities,
including expected payments to holders of senior indebtedness necessary to obtain releases
of their senior liens on the assets to be sold. The Company expects that, after any such
payments, the Company may not have sufficient cash to repay all unsecured creditors of the
Company in full depending on numerous uncertain future factors and developments, including
the performance of the Company’s business while the parties pursue the Transaction.
If the Transaction closes and thereafter the Company does not have sufficient cash
to repay all unsecured creditors of the Company in full, the Company would not 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 claimants. Accordingly, the Company
cautions that trading in its common stock and other securities is highly speculative and
poses substantial risks. Trading prices for the Company’s common stock and other securities
may bear little or no relationship to the actual recovery, if any, by holders of the Company’s
common stock and other securities after the closing of the Transaction. In particular, the
Company expects that if the Transaction closes, its stockholders could experience a significant
or complete loss of their investment, depending on the final amount of proceeds available
from the Transaction, the size of the secured and unsecured claims on the Company’s
assets and the performance of the Company’s business through the closing of the Transaction,
among other uncertain future factors and developments. |
| ● | The
pending Transaction, the risk that the Transaction may not close and/or the terms of the
Waiver could cause material adverse effects on the operations and results of the Company’s
business while the parties pursue the Transaction. The pending Transaction, risk that
it may not close and/or the terms of the Waiver could cause material adverse effects on the
Company’s operations and the results of its business while the parties pursue the Transaction,
including due to the Waiver’s reduction in the Company’s Floor Plan Credit Facility
capacity and due to increased uncertainty regarding the Company’s relationships with
recreational vehicle manufacturers, customers, employees, landlords and other business counterparts. |
Cautionary Note
Regarding Forward-Looking Statements
This
Current Report on Form 8-K 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 the Company’s
goals, plans, projections and guidance regarding its common stock, 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 herein include, among others,
all nonbinding statements in the LOI, statements regarding the consummation of the proposed Transaction and the anticipated effects on
the Company thereof, including the timing and anticipated closing date of the Transaction and the use of proceeds therefrom.
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 Current Report on Form 8-K. 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; the Company’s relationship
with, and the financial and operational stability of, vehicle manufacturers and other suppliers; risks associated with the Company’s
indebtedness (including the Company’s 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 the Company); acts of God or other incidents which may adversely impact the Company’s operations and financial performance;
government regulations; legislation; the risk that the Transaction does not close when expected or at all; the risk that the benefits
from the Transaction may not be fully realized or may take longer to realize than expected; the possibility that the Transaction may
be more expensive to complete than anticipated, including as a result of unexpected factors or events; reputational risks and potential
adverse reactions of the Company’s customers, employees or other business partners; the diversion of the Company’s management’s
attention and time from ongoing business operations and opportunities due to the Transaction; and the risks set forth above under the
heading “Additional Risk Factors” 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 the
Company’s financial statements, in the Company’s 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 U.S. Securities and Exchange Commission. The Company urges you to carefully consider
this information and not place undue reliance on forward-looking statements. The Company undertakes no duty to update its forward-looking
statements, which are made as of the date hereof.
Item
9.01 Financial Statements and Exhibits.
| Exhibit No. |
|
Description |
| |
|
|
| 10.1 |
|
Letter of Intent, dated September 11, 2025, by and among Lazydays Holdings, Inc. and Campers Inn Holding Corporation. |
| |
|
|
| 10.2 |
|
Amended and Restated Limited Waiver and Consent, dated September 12, 2025, by and among LDRV Holdings Corp., the other loan parties party thereto, each of the lenders and Manufacturers and Traders Trust Company. |
| |
|
|
| 99.1 |
|
Press Release, dated September 16, 2025. |
| |
|
|
| 104 |
|
Cover Page Interactive
Data File (formatted as inline XBRL). |
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.
| |
LAZYDAYS HOLDINGS, INC. |
| |
|
|
| September 16, 2025 |
By: |
/s/ Ronald
K. Fleming |
| Date |
|
Ronald K. Fleming |
| |
|
Chief Executive Officer |
