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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): |
|
November
19, 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
2.01 Completion of Acquisition or Disposition of Assets.
As
previously disclosed, on October 6, 2025, Lazydays Holdings, Inc. (the “Company”) entered into that certain
Asset Purchase Agreement (the “Asset Purchase Agreement”), by and among (i) the Company, (ii) certain direct
and indirect subsidiaries of the Company named therein (together with the Company, collectively, the “Sellers”),
(iii) CIRV Group, LLC, a Florida limited liability company, and CIRV Group Real Estate Holdings, LLC, a Florida limited liability company
(collectively, the “Purchasers”), and (iv) Jeffrey M. Hirsch, an affiliate of the Purchasers, pursuant to which
the Sellers agreed to sell substantially all of their assets to the Purchasers, subject to the terms and conditions therein (the “Asset
Sales”). As contemplated by the Asset Purchase Agreement, the consummation of the Asset Sales has begun to take place in
a series of closings on a site-by-site basis related to the applicable dealership, leased real property and/or owned real property (each,
a “Site”) as summarized below.
On
November 19, 2025, the Sellers closed the Asset Sales with respect to the Company’s Sites in Portland, Oregon, Knoxville, Tennessee
(other than with respect to the applicable Sellers’ Knoxville, Tennessee owned real property), Council Bluffs, Iowa and Tucson,
Arizona. At such closing, the Purchasers paid a purchase price of approximately $53.3 million for the assets, properties and/or rights
related to those Sites. Of that purchase price, (a) approximately $52.5 million was paid to Manufacturers and Traders Trust Company,
as Administrative Agent (the “Administrative Agent”) under the Second Amended and Restated Credit Agreement,
dated as of February 21, 2023, by and among the Administrative Agent, the lenders party thereto (the “Lenders”),
the Company and its subsidiaries party thereto (as amended from time to time, the “Credit Agreement”), to repay
a portion of the outstanding senior secured indebtedness and other obligations outstanding under the Credit Agreement, (b) approximately
$0.8 million was used to pay the transaction expenses and costs of the Company, and (c) no cash was retained by the Sellers.
On
November 20, 2025, the Sellers closed the Asset Sales with respect to the owned real property related to two of the Company’s Sites
in Knoxville, Tennessee. At such closing, the Purchasers paid a purchase price of approximately $5.3 million for such owned real property.
Of that purchase price, (a) approximately $5.2 million was used to repay a portion of the Company’s outstanding senior secured
indebtedness and other obligations outstanding under the Credit Agreement, (b) approximately $0.1 million was used to pay the transaction
expenses, costs and taxes of the Company, and (c) no cash was retained by the Sellers.
On
November 21, 2025, the Sellers closed the Asset Sales with respect to the Company’s Sites in Aurora, Colorado, St. George, Utah,
Ramsey, Minnesota and Monticello, Minnesota. At such closing, the Purchasers paid a purchase price of $31.9 million for the assets, properties
and/or rights related to those Sites. Of that purchase price, (a) approximately $31.3 million was used to repay a portion of the Company’s
outstanding senior secured indebtedness and other obligations outstanding under the Credit Agreement, (b) approximately $0.6 million
was used to pay the transaction expenses, costs and taxes of the Company, and (c) no cash was retained by the Sellers.
On November 24, 2025, the Sellers
closed the Asset Sales with respect to the Company’s Sites in Wilmington, Ohio, Waller, Texas and Johnstown, Colorado. At such
closing, the Purchasers paid a purchase price of $39.7 million for the assets, properties and/or rights related to those Sites. Of that
purchase price, (a) approximately $38.8 million was used to repay a portion of the Company’s outstanding senior secured indebtedness
and other obligations outstanding under the Credit Agreement, (b) approximately $0.9 million was used to pay the transaction expenses,
costs and taxes of the Company, and (c) no cash was retained by the Sellers.
On
November 25, 2025,
the Sellers closed the Asset Sales with respect to the owned real property related to one of the Company’s Sites in Knoxville,
Tennessee. At such closing, the Purchasers paid a purchase price of approximately $13.3
million for such owned real property. Of that purchase price,
(a) approximately $13.0 million was
used to repay the Company’s outstanding senior secured indebtedness (consisting of (i) $12.8
million paid to First Horizon Bank to repay its
mortgage loan secured by the owned real estate sold at such closing and (ii) $0.2 million
paid to the Administrative Agent to repay a portion of the
Company’s outstanding senior secured indebtedness and other obligations outstanding under the Credit Agreement), (b) approximately
$0.3 million
was used to pay the transaction expenses, costs and taxes of the Company, and (c) no cash was retained by the Sellers.
The
foregoing description of the Asset Purchase Agreement and the transactions contemplated thereby is qualified in its entirety by reference
to the full text of such agreement, a copy of which was filed with the Securities and Exchange Commission on October 10, 2025 as Exhibit
2.1 to the Company’s Current Report on Form 8-K, and is incorporated herein by reference.
Item
8.01 Other Events
Subject
to the terms of the Asset Purchase Agreement, the Company anticipates it will complete the final closings under the Asset
Purchase Agreement with respect to the Company’s Sites in Las Vegas, Nevada, Seffner, Florida, Tampa, Florida and Wildwood,
Florida. As previously disclosed, following these closings, (a) the Company and its subsidiaries will have sold
substantially all of their assets and will not have any remaining operating business, (b) the Company expects to wind up its
affairs and dissolve under the terms of an Amended Plan of Liquidation and Dissolution which has been approved by the stockholders
of the Company, (c) the Company’s secured and/or unsecured obligations are expected to exceed its assets and,
accordingly, the Company will not be able to provide any return to its stockholders and the stockholders will suffer a complete loss
on investment in the implementation of such dissolution, and (d) the listing of the Company’s common stock on Nasdaq is
expected to be terminated on November 28, 2025, and the Company can provide no assurance that trading of its common stock or any
other securities on any other market will be possible.
Item
9.01 Financial Statements and Exhibits.
(b) |
Pro
forma financial information |
The
Company is currently unable to prepare pro forma financial information reflecting the Asset Sales described in Item 2.01 of this Current
Report on Form 8-K without unreasonable effort or expense, and therefore such information is not reasonably available to the Company
within the meaning of Rule 12b-21 under the Securities Exchange Act of 1934.
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. |
|
|
|
November
25, 2025 |
By: |
/s/
Ronald K. Fleming |
Date |
|
Ronald
K. Fleming |
|
|
Chief
Executive Officer |
