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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): February 23, 2026
Off
The Hook YS 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 |
|
OTH |
|
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
7.01. Regulation FD Disclosure.
On
February 23, 2026, Off The Hook YS Inc. (the “Company”) issued a press release: “Off The Hook to Host Investor Webinar
to Discuss APEX Acquisition Expected to Add $30M in Revenue and Deliver $3M in Annual Cost Savings”. A copy of the press release
is attached hereto as Exhibit 99.1.
The
information under Item 7.01 of this Current Report on Form 8-K and the exhibit attached hereto 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,
or incorporated by reference into any of the Company’s filings under the Securities Act of 1933, as amended, except as shall be
expressly set forth by specific reference in any such filing.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit
Number |
|
Exhibits |
| 99.1 |
|
Press Release of Off the Hook YS Inc. entitled “Off The Hook to Host Investor Webinar to Discuss APEX Acquisition Expected to Add $30M in Revenue and Deliver $3M in Annual Cost Savings” dated February 23, 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 23, 2026 |
Off
The Hook YS Inc. |
| |
|
|
| |
By: |
/s/
Brian John |
| |
Name: |
Brian
John |
| |
Title: |
Chief
Executive Officer |
Exhibit
99.1

Off
The Hook to Host Investor Webinar to Discuss APEX Acquisition Expected to Add $30M in Revenue and Deliver $3M in Annual Cost Savings
Wilmington,
NC – February 23, 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 and the largest buyer
and seller of used boats in the nation, is pleased to invite investors to a webinar on February 23, 2026, at 4:15 p.m. ET.
The
exclusive event, hosted by RedChip Companies, will feature Brian John, CEO of Off The Hook Yachts, who will discuss the Company’s
recently announced definitive agreement to acquire Apex Marine Group of Companies (APEX), a premier South Florida marine service, storage,
and sales organization.
| ● | Contribution
of approximately $30 million in annual revenue in 2025 (unaudited) |
| ● | Estimated
$3 million in annual cost savings, elimination of third-party service providers and
storage fees. |
| ● | Addition
of great brands like Pursuit, Fountain, Solace and Nauticstar to its arsenal. |
| ● | Addition
of a seasoned team of “new boat” brokers |
During
the presentation, Mr. John will outline the strategic rationale behind the acquisition, integration plans, and how the transaction establishes
a centralized South Florida mega sales, service and refurbishment destination. He will discuss how the expanded in-house infrastructure
complements the Company’s industry-leading AI-powered marketplace by accelerating inventory turnover, enhancing pricing precision
and quality control, strengthening its international buyer network, and positioning Off The Hook for margin expansion and scalable long-term
growth.
The
acquisition, which includes four strategically located South Florida facilities in Miami, Palm Beach, Stuart and the Keys, is expected
to close within approximately 60 days, subject to customary conditions.
A
live Q&A session with management will follow the presentation.
To
register for the free webinar, please visit: https://www.redchip.com/webinar/OTH/81364619254
Questions
can be pre-submitted to OTH@redchip.com or asked online during the live event.
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. Headquartered in Wilmington, North Carolina, Off The Hook is rapidly expanding its national footprint and market share within
the $57 billion U.S. marine industry.
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.