NextBoat signs revolving credit deal for up to $5M

A lender sale of pledged shares after an event of default and a 10-business-day redemption period could result in a change in control.

Available on EDGAR 10/29/2026 - 09:05 AM EDT Accepted by SEC EDGAR 10/29/2026 - 09:05 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

NextBoat Inc. (NXB), through wholly owned subsidiary Off The Hook Yacht Sales NC, LLC, entered a revolving credit agreement with RLLT Capital, LLC for up to $5.0 million; RLLT funded a $2.0 million initial advance on October 22, 2026. NextBoat guarantees Off The Hook’s obligations. Advances bear fixed interest of 12.99% per annum and are due October 22, 2027, unless extended by written agreement. Off The Hook may borrow up to $3.0 million more, subject to the agreement.

Ruegg Capital Group, Inc., controlled by Jason Ruegg, NextBoat’s President, Chairman and controlling stockholder, and Ruegg pledged 7,874,000 common shares, 31.3% of 25,142,895 shares outstanding as of August 13, 2026. After an event of default and a 10-business-day redemption period, the lender may sell the shares, potentially changing control. NextBoat agreed to issue RLLT a warrant for 100,000 shares at $2.50 per share following NYSE American approval of the supplemental listing application. Its October 29, 2026 press release announced up to $7.2 million in debt financing, including up to $2.2 million in bridge financing.

0 points · 0 major

NegativeiHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 1 point

Hollow bars mark forward-looking points. How the balance works

Positive

• None.

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.A default could allow sale of 7,874,000 pledged shares, potentially changing control.

Filing Explained

The filing adds that Jason Ruegg and Ruegg Capital Group have pledged 10,374,000 shares in total, about 41.3% of shares outstanding, combining the 7,874,000-share pledge for this credit line with a separate earlier pledge; only the first block secures this agreement.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 7.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Announced debt financing: Up to $7.2 million Revolving credit commitment: $5.0 million Initial advance: $2.0 million +5 more

8 metrics

Announced debt financing Up to $7.2 million October 29, 2026 press release; includes up to $2.2 million in bridge financing.

Revolving credit commitment $5.0 million Maximum aggregate principal outstanding under the agreement.

Initial advance $2.0 million Funded October 22, 2026.

Interest rate 12.99% per annum Fixed rate on advances.

Initial origination fee $40,000 Fee on the initial advance.

Shares pledged under the agreement 7,874,000 shares Collateral for Off The Hook’s obligations.

Warrant shares 100,000 shares Warrant agreed to be issued to RLLT following listing approval.

Warrant exercise price $2.50 per share Exercise price for the warrant shares.

Key Terms

revolving line of credit, origination fee, volume-weighted average price, beneficial ownership limitation, +1 more

5 terms

revolving line of credit financial

"providing Off The Hook with a revolving line of credit"

A revolving line of credit is a flexible borrowing arrangement that allows a person or business to access funds up to a set limit whenever needed, much like a prepaid card. As money is repaid, it becomes available to borrow again, making it a convenient way to manage cash flow or cover ongoing expenses. Investors pay attention to it because it reflects a company’s ability to access quick funds and manage financial flexibility.

origination fee financial

"The origination fee on the Initial Advance was $40,000"

An origination fee is a one-time charge a lender or underwriter takes when creating a loan or credit facility, similar to a booking or service charge when arranging a deal. It matters to investors because it reduces the net amount the borrower receives, changes the effective yield or return on the loan or security, and affects comparisons between financing options—like comparing two items where one includes a hidden setup fee.

volume-weighted average price financial

"ten trading day volume-weighted average price"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

beneficial ownership limitation financial

"subject to a 4.99% beneficial ownership limitation"

A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.

net exercise financial

"by net exercise"

A net exercise is a way to convert stock options into shares without paying cash up front: instead of handing over money to buy the optioned shares, the holder receives only the number of shares equal to the option’s value after the company withholds a portion of shares to cover the exercise price and taxes. It matters to investors because it changes how many new shares are issued, affects dilution of existing shareholders, and alters company cash flow compared with a cash exercise.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much debt financing did NXB announce?

NextBoat announced up to $7.2 million in debt financing, consisting of a $5.0 million revolving line of credit and up to $2.2 million in bridge financing.

How many shares did Jason Ruegg and Ruegg Capital Group pledge for NXB’s loan?

Ruegg Capital Group pledged 7,221,000 shares and Jason Ruegg pledged 653,000 shares under the agreement. Following this pledge, they had pledged an aggregate of 10,374,000 shares, representing 41.3% of the company’s outstanding common stock.

What are the exercise limits on NXB’s lender warrant?

The warrant may be exercised for cash or, only for shares that are neither registered for resale nor freely saleable under Rule 144, by net exercise. It has a five-year term and a 4.99% beneficial ownership limitation, or 9.99% at the lender’s election.

What inventory-turn target did NXB state?

NextBoat is targeting annualized inventory turns of five to seven times as a long-term operational objective, not a representation of current results. It stated that actual turns will depend on market conditions, inventory mix, execution and other factors.

AI-generated analysis. How Rhea-AI works. Not financial advice.

Understanding 8-K Material Events →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

false 0002067767 0002067767 2026-10-23 2026-10-23 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

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): October 23, 2026

NextBoat Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-42930		33-2636992
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

1701 Jel Wade Dr

Wilmington, NC 28401

(Address of principal executive offices)

Registrant’s telephone number, including area code: (910) 772-9277

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:

☐	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, $0.001 par value		NXB		NYSE American LLC

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.

Revolving Credit Agreement

On October 23, 2026, following approval by the disinterested members of the Company’s Board of Directors, Off The Hook Yacht Sales NC, LLC (“Off The Hook”), a wholly owned subsidiary of NextBoat Inc. (the “Company”), and the Company, as guarantor, entered into a Revolving Credit Agreement (the “Credit Agreement”) with RLLT Capital, LLC (the “Lender”), providing Off The Hook with a revolving line of credit in an aggregate principal amount outstanding at any time not to exceed $5.0 million (the “Commitment”) for working capital, inventory purchases (including trade-in vessels) and related business purposes. Advances under the Credit Agreement are evidenced by a revolving promissory note of Off The Hook in the principal amount of up to $5.0 million (the “Note”). On October 22, 2026, the Lender funded an initial advance in the principal amount of $2.0 million (the “Initial Advance”). Off The Hook may request subsequent advances in the principal amount of $1.0 million or integral multiples thereof upon not less than three business days’ notice, and may borrow, repay and reborrow during the availability period, provided that aggregate outstanding advances may not exceed the Commitment. The Lender’s obligation to fund each requested advance is subject only to the satisfaction of the conditions set forth in the Credit Agreement.

Advances bear interest at a fixed rate of 12.99% per annum, payable monthly in arrears, increasing by 2.0% per annum during the continuance of an event of default upon notice from the Lender. No interest or unused commitment fee accrues on the undrawn portion of the Commitment. Off The Hook is required to pay an origination fee equal to 2.0% of the amount by which an advance increases the highest aggregate principal amount previously outstanding, with no fee payable on reborrowings and aggregate origination fees capped at $100,000. The origination fee on the Initial Advance was $40,000. All outstanding advances, together with accrued interest, are due on October 22, 2027, the first anniversary of the closing date, unless extended by written agreement of the Lender and Off The Hook. Off The Hook may prepay advances, and may terminate the Commitment or reduce it in $1.0 million increments upon five business days’ notice, in each case without premium or penalty.

The Company has unconditionally and irrevocably guaranteed the payment of Off The Hook’s obligations under the Credit Agreement. The obligations are unsecured as to the assets of Off The Hook and the Company, are secured only by the pledge of shares of the Company’s common stock described below, and the Credit Agreement does not restrict Off The Hook’s floorplan financing with Red Oak Inventory Finance, LLC. The Credit Agreement contains customary representations, warranties, covenants and events of default, including payment defaults, breaches of covenants or representations (subject to cure periods), bankruptcy events, acceleration of more than $1.0 million of floorplan indebtedness that is not rescinded within 30 days, and the Company’s written repudiation of its guaranty, upon which the Lender may terminate the Commitment, accelerate amounts outstanding, enforce the stock pledge and enforce the Company’s guaranty.

Stock Pledge Agreement

The Company is disclosing the transaction as a related-party transaction because Ruegg Capital Group, Inc. (“RCG”), an entity controlled by Jason Ruegg, the Company’s President, Chairman and controlling stockholder, who also serves as manager of Off The Hook, and Mr. Ruegg individually entered into a Stock Pledge Agreement, dated as of October 23, 2026 (the “Pledge Agreement”), with the Lender and the Company, pursuant to which they pledged an aggregate of 7,874,000 shares of the Company’s common stock (7,221,000 shares by RCG and 653,000 shares by Mr. Ruegg), having an aggregate market value of approximately $15.0 million based on a ten trading day volume-weighted average price of $1.905236 per share, as security for Off The Hook’s obligations. The pledged shares are separate from, and in addition to, the shares of the Company’s common stock pledged by RCG to BPC Management, LLC, as previously disclosed in the Company’s Current Report on Form 8-K filed on October 19, 2026. The shares pledged under the Pledge Agreement represent approximately 31.3% of the 25,142,895 shares of the Company’s common stock outstanding as of August 13, 2026. Following the pledge, Mr. Ruegg and RCG have pledged an aggregate of 10,374,000 shares of the Company’s common stock, representing approximately 41.3% of the Company’s outstanding common stock. The number of shares pledged under the Pledge Agreement is fixed, no additional collateral is required upon a decline in the market price of the common stock, and pledged shares are subject to release in the circumstances specified in the Credit Agreement. Neither RCG nor Mr. Ruegg is a guarantor of Off The Hook’s obligations, and the Lender’s recourse against each of them is limited to the shares pledged by it or him and their proceeds. Upon an event of default and the expiration of a ten business day redemption period, the Lender may sell the pledged shares, which could result in a change in control of the Company. The pledged shares are held by ClearTrust, LLC, the Company’s transfer agent, as escrow agent, subject to a pledge notation and stop-transfer instruction in favor of the Lender under an Escrow and Control Agreement among the pledgors, the Lender and ClearTrust, LLC. The Audit Committee of the Company’s Board of Directors approved the transaction as a related-party transaction on October 22, 2026, and the disinterested members of the Board of Directors, with Mr. Ruegg abstaining, approved the transaction on October 23, 2026.

Warrant

As additional consideration for the Commitment, the Company agreed to issue to the Lender a common stock purchase warrant (the “Warrant”) to purchase 100,000 shares of the Company’s common stock (the “Warrant Shares”) at an exercise price of $2.50 per share. The Warrant will be issued following approval by NYSE American LLC of the Company’s supplemental listing application for the Warrant Shares, which has been submitted and remains pending. The Warrant will be fully vested and non-forfeitable upon issuance, will have a five-year term, will be exercisable for cash or, solely with respect to Warrant Shares that are neither registered for resale nor freely saleable under Rule 144, by net exercise, and will be subject to a 4.99% beneficial ownership limitation (or 9.99% at the Lender’s election). The Company has agreed to use commercially reasonable efforts to include the resale of the Warrant Shares in its next registration statement on Form S-1.

The foregoing descriptions of the Credit Agreement (including the form of Note attached as Exhibit A thereto), the Pledge Agreement and the Warrant are summaries only and are qualified in their entirety by reference to the full text of such documents, copies or forms of which are filed as Exhibits 10.1, 10.2 and 4.1, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. As described above, on October 22, 2026, the Lender funded the Initial Advance in the principal amount of $2.0 million under the Credit Agreement, and Off The Hook incurred a direct financial obligation in such amount, plus accrued interest and the origination fee, which the Company has guaranteed under the Credit Agreement. Off The Hook may incur up to an additional $3.0 million in principal through subsequent advances under the Commitment.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth under Item 1.01 of this Current Report on Form 8-K regarding the Warrant is incorporated herein by reference. The Warrant will be issued, and the Warrant Shares will be issued upon exercise, in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). The Lender has represented that it is an accredited investor as defined in Rule 501(a) under the Securities Act and is acquiring the Warrant for investment and not with a view to distribution.

Item 7.01. Regulation FD Disclosure.

On October 29, 2026, the Company issued a press release announcing the financing described in Item 1.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Exhibits
4.1		Form of Common Stock Purchase Warrant to be issued by NextBoat Inc. to RLLT Capital, LLC.
10.1*		Revolving Credit Agreement, dated as of October 23, 2026, by and among Off The Hook Yacht Sales NC, LLC, NextBoat Inc. and RLLT Capital, LLC (including the form of Revolving Promissory Note attached as Exhibit A thereto).
10.2*		Stock Pledge Agreement, dated as of October 23, 2026, by and among Ruegg Capital Group, Inc., Jason Ruegg, RLLT Capital, LLC and NextBoat Inc.
99.1		Press Release, dated October 29, 2026.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain identified information has been excluded from the exhibit because it is both (i) not material and (ii) the type that the registrant treats as private or confidential.

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.

Date: October 29, 2026	NextBoat Inc.
	By:	/s/ Ross Tannenbaum
	Name:	Ross Tannenbaum
	Title:	Chief Executive Officer

Exhibit 99.1

NextBoat Secures Financing to Support Growth and Sharpen Focus on Its Core Pre-Owned Boat Business

WILMINGTON, NC / ACCESS Newswire / October 29, 2026 / NextBoat Inc. (NYSE American: NXB) (“NextBoat” or the “Company”), today announced that it has secured up to $7.2 million in debt financing to support its growth and investment in pre-owned boat inventory.

The financing consists of a $5.0 million revolving line of credit and up to $2.2 million in bridge financing. NextBoat intends to deploy the capital primarily to acquire pre-owned boats, support wholesale transactions and provide additional flexibility as the Company executes its strategy. Additional information regarding the financing is included in the Company’s Current Reports on Form 8-K filed with the Securities and Exchange Commission.

“Since stepping into the CEO role, I’ve made capital allocation a priority,” said Ross Tannenbaum, Chief Executive Officer of NextBoat. “We chose to pursue debt financing for this growth capital because we believe it provides an opportunity to invest in our business while limiting the dilution that would result from a common stock offering.”

Building a Nationwide Boat Trading Network

NextBoat continues to develop a nationwide network designed to connect boat owners, buyers, brokers and dealers. The Company’s strategy is to use its people, industry relationships and technology to source boats and connect them with buyers across the country.

Over time, NextBoat aims to make it easier for customers to buy, sell and trade boats remotely, including from their homes, supported by its sales professionals and transaction services. The Company believes this approach can support national growth without requiring it to build and operate hundreds of physical dealerships.

“Our vision is to make buying and selling a boat simpler and more accessible, wherever the customer happens to be,” said Jason Ruegg, Founder and Chairman of NextBoat. “We are building a network that can find the right boat, connect it with the right buyer and help bring the transaction together.”

Dealer Portal Designed to Expand Nationwide Inventory Access

As part of its strategy to build a nationwide boat trading network, NextBoat is developing a dealer portal designed to make it easier for marine dealers to connect with the Company when they have pre-owned boats and trade-ins to sell.

The portal is currently in a testing phase with MarineMax. Through this process, NextBoat is working to refine the platform and its workflow with the goal of expanding access to additional dealers across the country in the near future. NextBoat believes the portal can help create a more efficient and consistent way for dealers to submit boats for evaluation and receive offers, while providing the Company with additional opportunities to acquire inventory for its growing network of buyers.

“Our dealer portal is an important piece of the nationwide network we are building,” said Tannenbaum. “By making it easier for dealers to connect with us and receive offers on their pre-owned boats, we believe we can help our partners move inventory while giving NextBoat access to more opportunities across the country. Our work with MarineMax is helping us test and refine that process as we prepare for broader adoption.”

NextBoat is also continuing to develop its AI-assisted valuation capabilities. As more data enters its systems, the Company believes those tools can help its teams evaluate potential purchases, identify boats that may not meet its buying criteria and flag aging inventory that may require a price adjustment or liquidation.

Driving Inventory Turns and Using Data to Support Better Decisions

A key priority is increasing the speed at which NextBoat buys and sells inventory. As the Company refines its acquisition practices and expands its network of buyers and industry partners, it is targeting annualized inventory turns of five to seven times. This is a long-term operational objective, not a representation of current results, and actual turns will depend on market conditions, inventory mix, execution and other factors.

About NextBoat Inc.

Founded in 2012, NextBoat Inc., previously known as Off The Hook YS Inc., is a vertically integrated, technology-driven marine marketplace transforming how boats are bought, sold, financed, and serviced across the United States. Through proprietary technology, transaction data, financing capabilities, and a growing national acquisition network, the Company operates across boat brokerage, wholesale inventory acquisition, auctions, financing, and marine services. NextBoat’s ecosystem includes Off The Hook Yachts, Autograph Yacht Group, Azure Funding, and proprietary lead-generation platforms. Headquartered in Wilmington, North Carolina, NextBoat is expanding its national footprint within the $57 billion U.S. marine industry.

Contact

Investor Relations
ir@nextboat.com

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the federal securities laws regarding NextBoat Inc. (“Company”), including, without limitation, statements regarding the Company’s business strategy, technology platform, market opportunity, planned operations, and expected results and benefits. You can generally identify forward-looking statements by the use of forward-looking terminology such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “explore,” “evaluate,” “intend,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” or “will,” or the negative of such terms thereof or other variations thereon or comparable terminology, although not all forward-looking statements contain these identifying words.

These forward-looking statements are based on the Company’s current plans, objectives, estimates, expectations, and intentions and inherently involve significant risks and uncertainties, many of which are beyond our control. Actual results, performance or achievements, including the timing of events, may differ materially from those expressed or implied by the forward-looking statements as a result of various risks and uncertainties, including the Company’s ability to satisfy the conditions to, and the lenders’ willingness to fund, future advances under its financing arrangements, and those described under the heading “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and other subsequent filings with the SEC. Copies of these filings are available on the SEC’s website at www.sec.gov. Investors are cautioned that forward-looking statements are not guarantees of future performance, and are cautioned not to place undue reliance on any such forward-looking statements. The forward-looking statements made in this press release are made only as of the date hereof or as of the dates indicated in the forward-looking statements and reflect the views stated therein with respect to future events at such dates, even if they are subsequently made available by the Company on its website or otherwise. The Company undertakes no obligation to update, revise or supplement any forward-looking statements to reflect actual results, new information, future events, changes in its expectations or other circumstances occurring after the date such statements were made, except as required by applicable law.

Filing Exhibits & Attachments

8 documents

Press Releases

• EX-99.1 EX-99.1 18.2 KB
• EX-99 GRAPHIC 6.3 KB

Agreements & Contracts

• EX-10.1 EX-10.1 109.4 KB
• EX-10.2 EX-10.2 41.3 KB

Other Documents

• EX-4.1 EX-4.1 121.8 KB
• EX-101 XBRL SCHEMA FILE 2.9 KB
• EX-101 XBRL LABEL FILE 33.4 KB
• EX-101 XBRL PRESENTATION FILE 21.8 KB