NextBoat Inc. (NXB) SEC Filings

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.

NextBoat Inc. (NXB) entered into a Loan Agreement with Greentree Financial Group under which the lender will provide a $510,000 principal 10% Convertible Promissory Note, issued with a 10% original issuance discount, yielding approximately $459,000 in proceeds before a $10,000 legal fee allowance. The Note matures on August 14, 2028, bears 10% annual interest payable quarterly, and increases to 18% upon default.

The Note is convertible at the lender’s option into common stock at a $1.785 conversion price, reset every six months to the then-current closing bid if lower and subject to anti-dilution adjustments, with a 4.99% beneficial ownership cap that may be raised to 9.99% on notice. NextBoat also issued a Warrant to purchase up to 100,000 shares at $1.785 per share for three years, with cashless exercise until the shares are registered and “down round” anti-dilution protection, plus 20,000 restricted shares as commitment shares.

The company may prepay the Note without penalty on 15 days’ notice, and has agreed, upon the lender’s request, to use proceeds from any $5,000,000 or larger Qualified Financing to repay the Note. NextBoat also agreed not to issue variable-rate securities for 12 months and granted piggyback registration rights for Warrant shares.

NextBoat Inc. reported strong top-line growth but a swing to losses for the quarter and six months ended June 30, 2026. Revenue for the six-month period rose 51.8% to $88.9 million, driven mainly by higher pre-owned boat sales, new boat brands, and added service operations from the Apex Marine and Bellhart acquisitions completed in May 2026. Gross profit increased to $13.9 million, with margin improvement supported by higher-margin service, brokerage and finance revenue. At the same time, operating expenses more than doubled, reflecting public-company costs, significant stock-based compensation, acquisition-related spending and a larger workforce, leading to a six-month net loss of $5.5 million versus prior-year income. Operating cash flow was negative, largely due to a substantial inventory build to $60.4 million, financed primarily through floor plan facilities, which increased to $51.6 million. The company ended the period with cash of $7.7 million, total assets of $100.5 million, and stockholders’ equity of $12.1 million. Subsequent to quarter end, NextBoat entered a five-year strategic partnership with MarineMax that includes a performance-based warrant for up to 1,250,000 common shares.

NextBoat Inc. reported fiscal second quarter 2026 revenue of $59.1 million, an 88.4% year-over-year increase, driven by contributions from the Apex Marine and Bellhart acquisitions, higher floor plan capacity supporting inventory utilization, and continued expansion of its Off The Hook and Autograph Yacht Group broker networks.

Gross profit rose to $9.5 million, up 100.1%, with gross margin improving to 16.1% from 15.2% as higher-margin service, brokerage, and finance revenue grew. However, operating expenses more than doubled, led by higher salaries and wages, public-company compensation alignment, share-based compensation of $1.7 million, and added costs from acquired businesses.

Net results shifted to a net loss of $2.1 million versus net income of $0.6 million a year earlier, while Adjusted EBITDA was roughly flat at $0.8 million. For the first half of 2026, the company recorded a net loss of $5.5 million and slightly negative Adjusted EBITDA. Management reaffirmed full-year 2026 revenue guidance of $165–$170 million.

NextBoat Inc. reports that it will announce its second quarter 2026 financial and operating results on Thursday, August 13, 2026, after the market close. A live earnings conference call is scheduled for 4:30 p.m. Eastern time, with domestic participants dialing (833) 461-5787 and international participants dialing (585) 542-9983, using conference passcode 366 467 666. The call will be webcast via the Investor Relations section of the company’s website with an online replay available for a limited time.

NextBoat describes itself as a vertically integrated, technology-driven marine marketplace operating across brokerage, wholesale acquisition, auctions, financing, and marine services within the $57 billion U.S. marine industry. The press release is furnished under Regulation FD and is stated not to be deemed filed under Section 18 of the Exchange Act or incorporated into Securities Act filings unless specifically referenced.

NextBoat Inc. changed its corporate name from “Off The Hook YS Inc.” to “NextBoat Inc.” after filing a Certificate of Amendment in Nevada that became effective on May 28, 2026.

The company’s common stock now trades on NYSE American under the new ticker symbol “NXB”, replacing “OTH”, with no change to shareholder ownership or account positions and no stockholder vote required for the name-only amendment. Off The Hook Yachts will continue operating as a core division within NextBoat.

NextBoat is described as a vertically integrated, AI-powered marine marketplace focused on modernizing the fragmented pre-owned boat market through software, automation, data, financing, logistics, auctions, and related services across the U.S. marine industry.