NextBoat (NXB) SEC Filings

NextBoat Inc. (NXB) subsidiary Off The Hook Yacht Sales NC, LLC issued a subordinated note to BPC Management, LLC, which funded a $1.0 million initial advance for short-term working capital. The note allows a second advance of up to $1.2 million at the lender’s option by December 31, 2026, upon not less than three business days’ notice; Off The Hook may decline it. Aggregate principal availability is up to $2.2 million.

Each advance bears 15.0% simple interest per annum and a 2% origination fee, with principal, accrued interest and fee due 90 days after funding. Until the initial advance and related charges are repaid, 100% of net equity proceeds from seven specified pre-owned boat sales, after amounts owing on those boats to Red Oak Inventory Finance, LLC are paid, must go to BPC; the second advance is excluded. The note is subordinated to Off The Hook’s obligations to Red Oak and secured by pledged NextBoat shares; NextBoat guarantees Off The Hook’s obligations. In this related-party transaction, Jason Ruegg, NextBoat’s president, chairman and controlling stockholder, personally guarantees payment and performance, while his affiliate Ruegg Capital Group, Inc. pledged shares with at least $5.0 million in collateral value. A default could let the lender vote, foreclose on and sell the shares, potentially resulting in a change in control.

NextBoat Inc. said Chief Financial Officer Chad Corbin notified Chief Executive Officer Ross Tannenbaum on October 5, 2026, of his decision to resign. Corbin will continue as CFO during a transition period until a successor is identified.

NextBoat Inc. Chief Executive Officer Ross Tannenbaum reported three direct inducement non-qualified stock option grants on September 28, 2026, covering 1,000,000, 1,000,000 and 500,000 common shares. Each has a $1.96 exercise price and expires September 28, 2036; the options were granted outside the company's First Amended and Restated 2025 Equity Incentive Plan.

Of the first option's 1,000,000 shares, 200,000 vested at grant; the remaining 800,000 vest in 48 monthly installments through September 28, 2030, subject to continued employment. The other awards have vesting gates tied to annual Adjusted EBITDA thresholds and a $5.00 volume-weighted average price on each of 60 consecutive trading days, respectively; the share-price option also has an annual-valuation alternative if the stock is no longer publicly traded. Neither performance-based option was vested as of the statement date.

NextBoat Inc. (NXB) appointed Ross Tannenbaum chief executive officer effective September 28, 2026, after specified conditions were satisfied. Brian S. John resigned as CEO and remains a director; his resignation was not due to disagreement over company operations, policies or practices. The employment agreement has an initial four-year term, with automatic one-year renewals unless either party gives 90 days’ written notice. Tannenbaum’s initial annual salary is $240,000, rising to $400,000 after the initial year. The Board determines a discretionary 2026 bonus; beginning fiscal 2027, the agreement provides a $100,000 bonus on breakeven Adjusted EBITDA plus a percentage of full Adjusted EBITDA based on the level achieved.

After NYSE American authorized the listing of the underlying shares, NextBoat granted inducement options outside its 2025 Equity Incentive Plan, each with a $1.96 exercise price and ten-year term. The awards comprise 1,000,000 time-vesting options (200,000 vest immediately and 800,000 in 48 equal monthly installments over four years), 1,000,000 performance options vesting in four 250,000-share tranches at specified Adjusted EBITDA levels, and 500,000 options vesting if the common stock’s volume-weighted average price reaches $5.00 or more over 60 consecutive trading days.

NextBoat Inc. (NXB) reported two senior leadership additions intended to support its next phase of growth. Zebulon Hadley has joined the Board of Directors as an independent director and will chair the Compensation Committee, while Todd Bates has been appointed Vice President of Finance & Insurance (F&I).

The disclosure is furnished under Regulation FD, meaning the associated press release is not treated as filed financial information. The release highlights Hadley’s experience scaling businesses and Bates’s record of growing F&I revenue in large marine retail operations as NextBoat expands within the U.S. boating market.

NextBoat Inc. (NXB) reports that a majority stockholder written consent, rather than a meeting, approved ratification of prior issuances of common stock to service providers. On June 24–25, 2026, the Board and Jason Ruegg, holding 13,239,750 shares (about 53% of voting power), approved this corporate action.

The ratification covers an aggregate of 185,120 shares of common stock issued between February and May 2026 to Greentree Financial Group Inc., Emily Pantelides, and Corporate Profile LLC as non‑cash compensation. These issuances were made without prior shareholder approval required under Section 711 of the NYSE American Company Guide, and the ratification is intended to cure this noncompliance.

The 185,120 shares represent about 0.77% of pre‑issuance outstanding shares and about 0.74% of the 25,142,895 shares currently outstanding. No meeting or proxies are being solicited. Ratification becomes effective 20 days after mailing, expected around September 22, 2026, and stockholders have no dissenter’s or appraisal rights.

NextBoat Inc. (NXB) has filed an S-1 for a mixed follow-on equity offering. The underwritten deal covers 4,000,000 shares of common stock, including 3,400,000 primary shares issued by NextBoat and 600,000 shares sold by existing stockholders, plus a 45-day option for underwriters to buy up to 600,000 additional shares to cover over-allotments. Separately, the filing registers for resale by MarineMax up to 1,250,000 Warrant Shares issuable upon exercise of MarineMax Warrants, which are not part of the underwritten offering. NextBoat’s shares trade on NYSE American under the symbol “NXB,” and the prospectus uses an assumed public offering price of $5.00 per share. Net proceeds to the company from its primary shares are expected to be used to service floorplan financing, fund advertising and marketing, and for working capital. As of June 30, 2026, NextBoat reported $88.9 million in revenue for the first half of 2026 and a net loss of $5.5 million, with total assets of $100.5 million and stockholders’ equity of $12.1 million, and pro forma cash and equity increase materially assuming completion of the offering at the assumed price.

NextBoat Inc. (NXB) reported a corporate governance change with the resignation of director George Jousma. On August 26, 2026, Mr. Jousma notified the Board of his resignation from the Board of Directors and from his role on the Compensation Committee, effective immediately.

The company states that Mr. Jousma, a non-independent director, did not resign due to any disagreement regarding operations, policies, or practices. NextBoat expressed appreciation for his service and contributions.

NextBoat Inc. (NXB) discloses that its majority stockholder, Jason Ruegg, holding 13,239,750 shares (about 53% of voting power), has approved by written consent the ratification of prior issuances of an aggregate 185,120 shares of common stock to consultants and service providers as compensation.

The shares were issued in four transactions between February and May 2026 and should have received prior shareholder approval under Section 711 of the NYSE American Company Guide. Ratification is intended to cure this listing standard noncompliance. The 185,120 shares equate to about 0.77% of pre-issuance outstanding shares and 0.74% of the current 25,142,895 shares outstanding. No meeting will be held, no consents or proxies are being solicited, and stockholders have no dissenter’s rights. Ratification becomes effective at least 20 days after mailing, expected on or about the stated effective date in 2026.