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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): July 17, 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 5.02. Departure of Directors or Certain
Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Director
On July 17, 2026, Michael Kosloske notified the
Board of Directors (the “Board”) of NextBoat Inc. (the “Company”) of his resignation as a member of the Board,
effective as of 5:00 p.m. Eastern Time on July 17, 2026. Mr. Kosloske’s resignation was not the result of any disagreement with
the Company on any matter relating to the Company’s operations, policies, or practices.
Appointment of Director
On July 23, 2026, the Board, acting by unanimous
written consent, appointed Zebulon Z. Hadley, IV as a member of the Board, effective immediately, to fill the vacancy created by Mr. Kosloske’s
resignation. Mr. Hadley will serve until the next annual meeting of stockholders and until his successor is duly elected and qualified,
or until his earlier resignation or removal.
Mr. Hadley, age 44, has served as the President
and Chief Executive Officer of National Coatings, Inc., a nationwide painting and coatings company headquartered in Raleigh, North Carolina,
since June 2006. Prior to founding National Coatings, Mr. Hadley founded and operated Xstream Pressure Cleaning from 2003 to 2012. Mr.
Hadley attended North Carolina State University from 2001 to 2003, studying Agricultural Business Management. Mr. Hadley is also a recipient
of the 2023 Ernst & Young Southeast Entrepreneur of the Year award and the 2025 Triangle Business Journal CEO of the Year award. Mr.
Hadley is actively involved in community organizations, including service on the board of the American Cancer Society (North Carolina),
the General Hugh Shelton Leadership Center Advisory Board, the Greater Raleigh Chamber of Commerce Board of Advisors, and the Children’s
Flight of Hope.
There are no arrangements or understandings between
Mr. Hadley and any other persons pursuant to which he was selected as a director. There are no family relationships between Mr. Hadley
and any director or executive officer of the Company, and Mr. Hadley has no direct or indirect material interest in any transaction required
to be disclosed pursuant to Item 404(a) of Regulation S-K.
As of the date of this report, Mr. Hadley has
been appointed Chair of the Compensation Committee of the Board. The Board has not appointed Mr. Hadley to any other committees as of
the date of this report. The Company’s standard non-employee director compensation arrangements will apply to Mr. Hadley.
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:
July 23, 2026 |
NextBoat
Inc. |
| |
|
|
| |
By: |
/s/
Brian John |
| |
Name: |
Brian
John |
| |
Title: |
Chief
Executive Officer |