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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 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): December 15, 2025
Off
the Hook YS Inc
(Exact
name of the registrant as specified in its charter)
| Nevada |
|
001-42930 |
|
99-4103908 |
(State
or other jurisdiction of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification No.) |
1701
Jel Wade Drive
Wilmington,
NC 28401
(Address
of principle executive offices) (Zip code)
Registrant’s
telephone number, including area code: (910-239-9344)
[Not
Applicable]
(Former
name or 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, par value $0.001 per share |
|
OTH |
|
NYSE
American LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933
(§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2).
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
2.02 |
Results
of Operations and Financial Condition |
On
December 15, 2025, Off the Hook YS Inc. (the “Company”) issued a press release announcing certain financial
results for its third fiscal quarter ended September 30, 2025. A copy of the press release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.
The
information under this Item 2.02 is being furnished and shall not be deemed to be “filed” for the purposes of Section 18
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such
section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the
“Securities Act”), or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item
7.01 |
Regulation
FD Disclosure |
In
addition to announcing financial results, the press release discussed, among other things, recent operational highlights. A copy of the
press release is attached herewith as Exhibit 99.1.
The
information in this Item 7.01 disclosure, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for
purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section. In addition, the information
in this Item 7.01 disclosure, including Exhibits 99.1, shall not be incorporated by reference into the filings of the Company under the
Securities Act, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Exhibit
No. |
|
Description |
| 99.1 |
|
Press Release dated December 15, 2025, reporting the financial results for its third fiscal quarter ended September 30, 2025. |
| 104 |
|
Cover
Page Interactive Data File - The cover page interactive data file does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf of the
undersigned hereunto duly authorized.
| |
Off The Hook YS Inc. |
| |
|
|
| Date:
December 15, 2025 |
By:
|
/s/
Brian John |
| |
|
Brian
John |
| |
|
Chief
Executive Officer |
