Lazydays (GORV) enacts 30-to-1 share consolidation effective July 7, 2025

Rhea-AI Filing Summary

Lazydays Holdings, Inc. (Nasdaq: GORV) has approved and scheduled a 1-for-30 reverse stock split of its common shares, to be effective at 5:00 p.m. ET on July 7, 2025. Trading on a split-adjusted basis will begin July 14, 2025 under the unchanged ticker “GORV” and a new CUSIP (52110H209).

The split was authorized by shareholders at the July 3, 2025 annual meeting and subsequently fixed by the Board to bring the share price back above Nasdaq’s $1.00 minimum bid required in Listing Rule 5550(a)(2). Every 30 outstanding shares will automatically combine into one new share. No cash will be paid for fractional shares; instead, fractional positions will be rounded up to the nearest whole share, slightly increasing total shares outstanding by an immaterial amount.

• Capital structure: The action does not change the number of authorized shares or the $0.0001 par value.
• Derivative securities: All outstanding options, warrants and share-based plan reserves will be proportionally adjusted.
• Ownership impact: Percentage ownership for existing holders remains unchanged other than de-minimis rounding.
• Regulatory motive: The split aims to preserve the Company’s Nasdaq listing status; no operational or balance-sheet changes are involved.
• Disclosure: Details were announced via press release (Exhibit 99.1) and filed on Form 8-K, Item 8.01.

Management’s decision signals an urgent need to elevate the market price after prolonged trading below $1.00. While necessary to avoid delisting, such high-ratio reverse splits can be perceived negatively by the market because they often accompany weak share-price performance. Investors should monitor liquidity, post-split bid-price compliance, and any fundamental initiatives designed to improve operating results beyond the mechanical share consolidation.

Positive

• Maintains Nasdaq listing by increasing share price above the $1.00 bid-price requirement, preserving liquidity and index eligibility.
• No change to authorized share count or par value, preventing hidden capacity for future dilution.

Negative

• High 1-for-30 ratio underscores substantial prior share-price deterioration, often viewed unfavorably by the market.
• Reverse splits historically correlate with post-event price weakness if not accompanied by fundamental improvement.

Insights

Equity Research Analyst

TL;DR — Reverse split averts delisting but highlights prior price weakness; impact largely cosmetic, future performance hinges on fundamentals.

The 1-for-30 consolidation immediately multiplies GORV’s share price ~30×, satisfying Nasdaq’s $1.00 bid rule and preventing a potential delisting that would materially hurt liquidity and institutional ownership. Structural economics (market cap, enterprise value) remain unchanged, so investor value is neutral in theory. However, reverse splits of this magnitude often correlate with deteriorating fundamentals or limited growth visibility, prompting sell-side skepticism and possible post-split price drift. The rounding-up treatment of fractional shares results in a marginal increase in shares outstanding but is immaterial. Overall, the event buys management time to execute an operational turnaround; sustained compliance will require improved profitability, not capital structure tweaks.

Corporate Governance Specialist

TL;DR — Shareholder-approved action executed correctly; governance processes intact, perception risk persists.

From a governance standpoint, Lazydays followed best practice: shareholder authorization (July 3 AGM), clear 8-K disclosure, and proportional adjustment of all equity instruments. Maintaining equal voting, dividend, and economic rights protects minority interests. Nevertheless, a 1-for-30 ratio is at the upper end of typical splits and may signal distress, potentially eroding investor confidence. No change to authorized share count avoids implicit dilution capacity expansion, a modest positive. I view the move as procedural compliance rather than strategic value creation.

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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): July 10, 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 8.01 Other Events.

As previously disclosed, at the annual meeting of stockholders (the “Annual Meeting”) of Lazydays Holdings, Inc. (the “Company”) held on July 3, 2025, the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of the Company’s common stock, par value $0.0001 per share (“common stock”) at a ratio of at least 1-for-2 and up to 1-for-30, as determined by the Company’s Board of Directors (the “Board”) in its discretion and publicly announced prior to the effectiveness of such reverse stock split, subject to the authority of the Board to abandon such amendment.

On July 10, 2025, the Company announced that it will effect a 1-for-30 reverse stock split of the Company’s issued and outstanding common stock (the “Reverse Stock Split”) effective at 5:00 p.m. Eastern time on July 7, 2025 (the “Effective Time”), and the common stock is expected to begin trading on a Reverse Stock Split adjusted basis on The Nasdaq Capital Market at market open on July 14, 2025 under the existing symbol “GORV” and the new CUSIP number 52110H209.

The Board has approved the 1-for-30 Reverse Stock Split ratio and the Company expects to file a certificate of amendment to its Restated Certificate of Incorporation to effect the Reverse Stock Split at the Effective Time.

The Reverse Stock Split is primarily intended to increase the per share market price of the common stock in order to meet the $1.00 per share minimum bid price required for continued listing on The Nasdaq Capital Market pursuant to Nasdaq Listing Rule 5550(a)(2).

As a result of the Reverse Stock Split, every 30 shares of the common stock will be automatically combined into one new share of common stock. No fractional shares will be issued in connection with the Reverse Stock Split. If the shares of common stock held by any holder of common stock immediately prior to the Effective Time are collectively reclassified pursuant to the Reverse Stock Split into a fractional number of shares of common stock, the Company will issue to such holder such fractions of a share of common stock as are necessary to round the number of shares of common stock held by such holder immediately following the Reverse Stock Split up to the nearest whole number of shares. The Reverse Stock Split will affect all of our stockholders uniformly and will not affect any stockholder’s percentage ownership interests in the Company, except to the extent that the Reverse Stock Split effectively results in rounding up of fractional shares. After the Reverse Stock Split, the shares of the common stock will have the same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized. The Reverse Stock Split will not affect the number of authorized shares or the par value of the Company’s capital stock. Proportional adjustments will be made to the number of shares of common stock issuable upon the exercise of the Company’s outstanding stock options and warrants, and the number of shares authorized and reserved for issuance pursuant to the Company’s equity incentive plan.

On July 10, 2025, the Company issued a press release announcing, among other things, the Board’s approval of the Reverse Stock Split at a ratio of 1-for-30. A copy of the press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press Release, dated July 10, 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.
July 10, 2025	By:	/s/ Ronald K. Fleming
Date		Ronald K. Fleming
		Chief Executive Officer

FAQ

Why is Lazydays Holdings (GORV) implementing a 1-for-30 reverse stock split?

To raise the per-share price above Nasdaq’s $1.00 minimum bid and maintain its Capital Market listing.

When will GORV trade on a split-adjusted basis?

Shares begin trading post-split on July 14, 2025 at market open.

How will fractional shares be handled after the reverse split?

Fractional positions will be rounded up to the nearest whole share; no cash will be paid.

Does the reverse split change my ownership percentage in Lazydays?

No. Except for immaterial rounding, percentage ownership remains the same for all holders.

Will the number of authorized GORV shares change after the split?

No change—authorized share counts and $0.0001 par value remain intact.

What happens to GORV options and warrants after the split?

Strike prices and share amounts will be proportionally adjusted 30-for-1 to maintain economic equivalence.