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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): |
|
August 29, 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.
First
Amendment to Limited Waiver and Consent with Respect to Credit Agreement
On
August 29, 2025, Lazydays Holdings, Inc. (the “Company”) entered into a First Amendment to Limited Waiver and
Consent (the “Waiver Amendment”), which amended that certain Limited Waiver and Consent with Respect to Credit
Agreement dated and effective as of July 31, 2025 (the “Waiver”), delivered in connection with the 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 Credit Agreement provides the Company with a floor plan credit facility.
The
Waiver, among other things, granted the Company temporary waivers of potential defaults or events of default that occurred or may have
occurred under the Credit Agreement (collectively, the “Specified Defaults”), including, among other things,
(a) the failure to make certain vehicle curtailment payments due on or about August 1, 2025 (the “Curtailment Waiver”)
and (b) the failure to make certain interest payments on July 31 and August 1, 2025 (the “Interest Payment Waiver”).
The waivers of the Specified Defaults apply for a period (the “Waiver Period”) beginning July 31, 2025 and
lasting until the earlier to occur of (x) 11:59 P.M. (Eastern Time) on September 12, 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 of the Specified Defaults will cease to be of any
force or effect.
Among
other covenants, the Waiver required the Company to, by August 22, 2025 (the “Specified Date”), either (x)
deliver one or more indications of interest with respect to a transaction acceptable to the Administrative Agent and the Lenders pursuant
to which the Company will raise new capital through one or more asset sales and/or debt or equity capital raises or (y) deliver to the
Administrative Agent drafts of any initial filings the Company intends to make in connection with any potential action under applicable
debtor relief laws.
The
Waiver Amendment amends the Waiver to (i) add to the Curtailment Waiver the failure to make certain vehicle curtailment payments due
on or about September 2, 2025, (ii) add to the Interest Payment Waiver the failure to make certain interest payments on August 28 and
September 2, 2025 and (iii) extend the Specified Date to September 5, 2025.
The
foregoing description of the Waiver Amendment 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.
Item
9.01 Financial Statements and Exhibits.
| Exhibit
No. |
|
Description |
| |
|
|
| 10.1 |
|
First Amendment to Limited Waiver and Consent, dated August 29, 2025, by and among LDRV Holdings Corp., the other loan parties party thereto, each of the lenders and Manufacturers and Traders Trust Company. |
| |
|
|
| 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
2, 2025 |
By: |
/s/
Ronald K. Fleming |
| Date |
|
Ronald
K. Fleming |
| |
|
Chief
Executive Officer |
