Off The Hook YS Inc. (OTH) plans $5.5M APEX acquisition to build mega service hub
Rhea-AI Filing Summary
Off The Hook YS Inc. has signed a definitive agreement to acquire APEX, a South Florida marine service, storage, and sales group, for an aggregate purchase price of
The deal is expected to close in about 60 days, subject to due diligence and customary conditions. APEX brings four South Florida facilities, significant refurbishment and hauling capabilities, and an experienced team. The company expects the integration to improve operational efficiency, reduce third‑party service costs, and support its expanding inventory and global sales network.
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Insights
Off The Hook adds a South Florida service and sales hub via a $5.5M APEX acquisition.
Off The Hook YS Inc. agreed to buy APEX for a total of
APEX contributes four South Florida facilities, heavy haul-out capabilities up to 150 metric tons and 130-foot vessels, and in-house refurbishment teams. Management states that consolidating service work is expected to generate "millions of dollars" in annual cost savings by reducing third-party dependence, transport expenses, and turnaround times.
The transaction is expected to close in about 60 days, subject to due diligence, third-party consents, and debt payoffs or refinancing. Actual benefits will depend on successful integration of facilities and staff, achievement of the anticipated cost savings, and the company’s ability to utilize the new hub to support its expanding inventory and international buyer network.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Item 1.01. Entry into a Material Definitive Agreement.
On February 13, 2026, Off The Hook YS Inc., a Nevada corporation (the “Company”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with Apex Marine Sales, LLC, Apex Marine Stuart LLC, Apex Marine, LLC and Apex Marine Sales Brokerage, LLC, each a Florida limited liability company (collectively, the “Sellers”), pursuant to which the Company agreed to acquire all of the issued and outstanding equity interests of the Sellers’ marine dealership, service, storage and brokerage businesses (collectively, “APEX”).
The aggregate purchase price for APEX is $5,500,000, payable at closing as follows: (i) $1,833,333.33 in cash, subject to specified debt payoff and related closing adjustments, (ii) $1,833,333.33 in shares of the Company’s common stock valued at $2.70 per share (representing approximately 670,000 shares), and (iii) a secured seller promissory note in the original principal amount of $1,833,333.34, bearing interest at 6% per annum and maturing three (3) years after closing.
The closing of the transaction is expected to occur within approximately sixty (60) days following the effective date of the Purchase Agreement, subject to completion of due diligence and satisfaction or waiver of customary closing conditions, including receipt of required third-party consents and payoff or refinancing of specified indebtedness.
The Purchase Agreement contains customary representations, warranties, covenants, indemnification provisions and post-closing obligations for transactions of this nature.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
On February 20, 2026, the Company issued a press release announcing that it had entered into a definitive agreement to acquire APEX, a South Florida marine service, storage and sales organization with four (4) operating facilities. The acquisition is expected to expand the Company’s operational infrastructure and global sales reach.
A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.
The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Exhibits | |
| 10.1 | Membership Interest Purchase Agreement, dated February 13, 2026, by and among Off The Hook YS Inc. and the Sellers. | |
| 99.1 | Press Release of Off the Hook YS Inc. entitled “Off The Hook Yachts Signs Definitive Agreement to Acquire the Apex Marine Group of Companies (APEX), Creating a Mega Service, Refurbishment & Sales Hub for Growing Global Customer Base” dated February 20, 2026. | |
| 104 | Cover Page Interactive Data File (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 its behalf by the undersigned hereunto duly authorized.
| Date: February 20, 2026 | Off The Hook YS Inc. | |
| By: | /s/ Brian John | |
| Name: | Brian John | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Off The Hook Yachts Signs Definitive Agreement to Acquire the Apex Marine Group of Companies (APEX), Creating a Mega Service, Refurbishment & Sales Hub for Growing Global Customer Base
Strategic move into physical global mega-destination site complements Off The Hook’s industry-leading AI-powered online marketplace, the largest of its kind for pre-owned boats in the U.S.
Centralized hub to support the Company’s rapidly expanding inventory pipeline and international buyer network
Wilmington, NC — February 20, 2026 — Off The Hook YS Inc. (NYSE American: OTH) (“Off The Hook Yachts” or “Off The Hook” or “the Company”), a vertically integrated, AI-powered marine marketplace, the largest buyer and seller of used boats in the nation, today announced it has signed a definitive agreement to acquire APEX, a premier South Florida marine service, storage, and sales organization. The acquisition is expected to close in 60 days pending customary due diligence. The transaction delivers four strategically located South Florida facilities, a highly skilled full-service team, and infrastructure capable of transforming Off The Hook’s operational efficiency, refurbishment capacity, and global sales reach.
A GAME-CHANGING SERVICE & REFURBISHMENT PLATFORM
The APEX facilities include four prime South Florida storage and service locations, haul-out capability up to 150 metric tons and vessels up to 130 feet, comprehensive in-house service teams covering nearly every aspect of repair, refit, and refurbishment, and capacity to process the vast majority of Off The Hook’s acquired inventory internally.
“The integration of these capabilities is expected to generate millions of dollars in annual cost savings by eliminating third-party service dependencies, reducing transportation expenses, accelerating turnaround times, and enabling higher-quality refurbishments. This centralized approach enables Off The Hook to process more boats faster, standardize refurbishment quality, reduce cycle times from acquisition to resale, and scale inventory without proportional increases in overhead,” stated Brian John, CEO of Off The Hook Yachts.
LAUNCHING A GLOBAL MEGA SALES DESTINATION
With the new centralized campus, Off The Hook creates a destination where buyers from around the world can fly into Fort Lauderdale or Miami and access tens of millions of dollars in aggressively priced inventory in one location — a major step toward Off The Hook’s vision of transforming how used boats are bought and sold.
“This acquisition is fundamentally about operational dominance through infrastructure,” said Jason Ruegg, Founder of Off The Hook Yachts. “Facilities like these simply cannot be replicated in South Florida. Bringing this level of service, storage, and hauling capability in-house is a complete game changer for our efficiency, margins, and ability to scale.” Ruegg stated, “This acquisition simultaneously delivers premier locations, elite talent, major cost savings, and operational capabilities that are extraordinarily rare. APEX has built an exceptional team, and I will always be grateful to Issy Perera, the founder and principal of The Apex Marine Group of Companies, and his organization, for working with us to make this transaction possible,” Ruegg added.
The transaction also includes representation of respected brands such as Pursuit for Miami, and Solace and Fountain from Ft. Pierce to Key West. APEX is an award-winning dealership which has consistently been ranked as one of the top new boat dealers in Southeast Florida. The Company believes that the APEX acquisition opens the door for additional partnerships, as Off The Hook expands both its Sales and Service platforms.
About Off The Hook YS Inc.
Founded in 2012, Off The Hook YS Inc. is a vertically integrated, AI-powered marine marketplace transforming how boats are bought, sold, and financed across the United States. Leveraging proprietary technology, deep transaction data, and a national acquisition network, the Company increases speed, transparency, and inventory velocity across boat brokerage, wholesale trading, auctions, financing, and marine services, with an integrated ecosystem that includes Autograph Yacht Group, Azure Funding, and proprietary lead-generation platforms.
Contact
Investor Relations
ir@offthehookys.com
Dave Gentry
RedChip Companies Inc.
1-800-REDCHIP (733-2447)
1-407-644-4256
OTH@redchip.com
Forward-Looking Statements
This press release contains “forward-looking statements” that are subject to substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as “anticipate,” “believe,” “contemplate,” “could,” “estimate,” “expect,” “intend,” “seek,” “may,” “might,” “plan,” “potential,” “predict,” “project,” “target,” “aim,” “should,” “will,” “would,” or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on Off The Hook YS Inc.’s current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate. These and other risks and uncertainties are described more fully in the section titled “Risk Factors” in the final prospectus related to the public offering filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and Off The Hook YS Inc. undertakes no duty to update such information except as required under applicable law.
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