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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): January 29, 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
5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On
January 29, 2026, Robert Gonnelli notified Off The Hook YS Inc. (the “Company”) of his resignation as a member of the Company’s
Board of Directors (the “Board”), effective immediately.
Mr.
Gonnelli’s resignation did not indicate that it was the result of any disagreement
with the Company relating to the Company’s operations, policies or practices. Mr. Gonnelli was not a member of any committee
of the Board at the time of his resignation.
Following
Mr. Gonnelli’s resignation, the size of the Board has been reduced to seven (7) members. The Company does not intend to appoint
a replacement director at this time.
The
Company thanks Mr. Gonnelli for his service to the Board and wishes him the best in his future endeavors.
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: January 30, 2026 |
Off The Hook YS Inc. |
| |
|
|
| |
By: |
/s/ Brian
John |
| |
Name: |
Brian John |
| |
Title: |
Chief Executive Officer |
