[8-K] Lazydays Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

Lazydays Holdings, Inc. (Nasdaq: GORV) filed an 8-K to disclose two binding agreements signed on 18 June 2025 with Texas-based Ron Hoover Companies, Inc..

1. Asset Purchase Agreement
• Seller: Lazydays RV of Oklahoma, LLC (indirect subsidiary)
• Assets: substantially all operating assets of the Claremore, Oklahoma RV dealership at 24655 S. Highway 66.
• Consideration: ≈ US$2.1 million for goodwill, F,F&E and parts, plus additional cash at closing for new & used RV inventory and service work-in-process (amounts to be calculated based on actual inventories).
• Closing conditions: customary reps & warranties; operation in ordinary course until close; repayment of debt secured by the purchased assets from sale proceeds.
• Termination: mutual consent, injunction, non-closing after 1 Aug 2025, or specified breaches/misrepresentations.

2. Real Estate Purchase Agreement
• Seller: LD Real Estate, LLC (indirect subsidiary).
• Property: underlying dealership real estate.
• Consideration: ≈ US$7 million cash, subject to customary adjustments.
• Automatic termination if the Asset Purchase Agreement is terminated.

The combined transactions could generate ≈ US$9.1 million in gross proceeds before inventory adjustments and debt payoff. A press release announcing the agreements was issued on 24 June 2025 (Exhibit 99.1). No earnings data or intended use of proceeds were provided.

Positive

• ≈ US$9.1 million gross cash inflow expected from combined asset and real-estate sales, enhancing liquidity.
• Proceeds earmarked to retire secured debt on sold assets, potentially improving leverage profile.
• Agreements include customary reps, warranties, and short closing timeline, limiting prolonged execution risk.

Negative

• Company will lose an operating dealership, with no disclosed replacement revenue stream.
• No information provided on use of remaining proceeds after debt repayment, creating uncertainty for investors.
• Transactions may be terminated before 1 Aug 2025 under several conditions, so closing is not guaranteed.

Insights

Financial Analyst

TL;DR: Lazydays divests Oklahoma dealership for ≈ $9.1 m cash; balance-sheet positive, revenue impact uncertain, overall neutral.

The sale of both operating assets (≈ $2.1 m plus inventory) and the underlying real estate (≈ $7 m) converts fixed assets into cash, part of which will retire secured debt. While this improves immediate liquidity and may reduce leverage, the company also relinquishes a revenue-generating dealership. The agreement includes standard closing conditions and a drop-dead date of 1 Aug 2025, so execution risk is limited in duration. Because Lazydays gives no guidance on proceeds deployment or expected earnings impact, investors cannot yet gauge net strategic benefit, making the disclosure neutral in absence of further detail.

Industry Specialist – RV Dealerships

TL;DR: Transaction exits a single-store Oklahoma market; modest size within sector; negligible industry ripple.

At roughly $9 m, the divestiture represents a small fraction of typical multi-location RV dealer networks. Asset and real-estate values imply a standard mid-market multiple. The automatic linkage of the real-estate sale to the asset deal reduces counter-party risk. From an industry standpoint, transferring the store to Ron Hoover RV consolidates regional competition but is not large enough to shift market dynamics. Without information on unit volumes or margins at the location, the strategic rationale—optimization or retrenchment—remains unclear, warranting a neutral impact score.

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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): June 18, 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.

Asset Purchase Agreement with Ron Hoover RV

On June 18, 2025, Lazydays RV of Oklahoma, LLC (the “Asset Seller”), an indirect subsidiary of Lazydays Holdings, Inc. (the “Company”), entered into an Asset Purchase Agreement (the “Asset Purchase Agreement”) with Ron Hoover Companies, Inc. (“Ron Hoover RV”) pursuant to which the Asset Seller agreed to sell substantially all of the assets (the “Purchased Assets”) contributing to the operation of its recreational vehicle dealership (the “Business”) at 24655 S. Highway 66, Claremore, OK 74019, to Ron Hoover RV (the “Asset Sale”) for an aggregate purchase price of approximately $2.1 million for goodwill, furniture, fixtures and equipment and parts, plus further cash for new and used recreational vehicle inventory and work in process for maintenance and repair services, subject to certain adjustments and the terms and conditions set forth therein.

The Asset Purchase Agreement contains customary representations, warranties and covenants related to the Business and the Asset Sale, including that the Asset Seller agreed to operate the Business in the ordinary course of business until the closing of the Asset Sale.

The Asset Purchase Agreement may be terminated: (i) by mutual written consent of the parties, (ii) by either party if a final non-appealable order or law permanently enjoining or otherwise prohibiting the transactions contemplated by the Asset Purchase Agreement has been issued by a governmental authority of competent jurisdiction, (iii) by either party, after August 1, 2025, if the closing of the Asset Sale has not occurred or been extended in accordance with the terms of the Asset Purchase Agreement (provided that such right to terminate is not available to a party that has engaged in certain breaches of the Asset Purchase Agreement), (iv) by a party if any of the representations of the other party contained in the Asset Purchase Agreement fail to be true and correct as of the closing date and such failure results in a Material Adverse Effect (as defined in the Asset Purchase Agreement) or (v) by a party if the other party has engaged in certain breaches of the Asset Purchase Agreement.

Pursuant to the Asset Purchase Agreement, a portion of the proceeds of the Asset Sale will go to the repayment of any indebtedness secured by the Purchased Assets.

The foregoing description of the Asset Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 2.1 hereto, and is incorporated herein by reference. The representations, warranties and covenants contained in the Asset Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Real Estate Purchase Agreement with Ron Hoover RV

Also on June 18, 2025, LD Real Estate, LLC, an indirect subsidiary of the Company (“Real Estate Seller”), entered into a Real Estate Purchase Agreement (the “Real Estate Purchase Agreement”) with Ron Hoover RV, pursuant to which the Ron Hoover RV agreed to purchase the Real Estate Seller’s owned real estate where the Asset Seller operates the dealership subject to the Asset Purchase Agreement for approximately $7 million in cash, subject to certain adjustments and the terms and conditions set forth therein. The Real Estate Purchase Agreement would terminate automatically in the event that the Asset Purchase Agreement is terminated in accordance with its terms.

The foregoing description of the Real Estate Purchase Agreement is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as Exhibit 2.2 hereto, and is incorporated herein by reference. The representations, warranties and covenants contained in the Real Estate Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.

Item 7.01 Regulation FD Disclosure.

On June 24, 2025, the Company issued a press release announcing, among other things, the entry into the Asset Purchase Agreement and the Real Estate Purchase Agreement described herein. 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
2.1*		Asset Purchase Agreement, dated as of June 18, 2025, by and among Ron Hoover Companies, Inc., as purchaser and Lazydays RV of Oklahoma, LLC, as seller.
2.2*		Real Estate Purchase Agreement, dated as of June 18, 2025, by and between LD Real Estate, LLC, as seller, and Ron Hoover Companies, Inc., as buyer.
99.1		Press Release, dated June 24, 2025.
104		Cover Page Interactive Data File (formatted as inline XBRL).

* Certain schedules and exhibits have been omitted pursuant to Items 601(a)(5) and 601(b)(2) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the U.S. Securities and Exchange Commission upon request; provided, however, that the parties may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any document so furnished.

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.
June 24, 2025	By:	/s/ Ronald K. Fleming
Date		Ronald K. Fleming
		Interim Chief Executive Officer

FAQ

What assets is Lazydays Holdings (GORV) selling?

Substantially all operating assets and the real estate of its Claremore, Oklahoma RV dealership.

How much cash will Lazydays receive from the asset sale?

Approximately US$2.1 million plus additional cash for inventory and work-in-process.

What is the purchase price for the related real estate?

The real estate will be sold for approximately US$7 million in cash.

When will the sale close?

The agreements set a drop-dead date of 1 August 2025; closing can occur earlier once conditions are met.

Will Lazydays use the proceeds to pay down debt?

Yes. The filing states that a portion of the proceeds will repay indebtedness secured by the sold assets.

Can the agreements be terminated?

Yes. Either party may terminate for mutual consent, regulatory injunctions, failure to close by 1 Aug 2025, or specified breaches.