Off The Hook Yachts (OTH) acquires Apex Marine to add South Florida hub
Rhea-AI Filing Summary
Off The Hook YS Inc. completed the acquisition of Apex Marine companies on May 13, 2026 for an aggregate purchase price of $5,966,667. The price consisted of $1,200,000 in cash, 679,012 common shares valued at $2.70 per share, and two promissory notes of $2,466,667 and $500,000.
The larger note bears 6.0% annual interest and is amortized over 24 months, while the smaller note is due in 365 days and is non‑interest‑bearing unless in default. The Apex acquisition adds South Florida service, storage, and sales facilities that management says are already generating millions of dollars in annual cost savings and expanding refurbishment capacity and global sales reach.
Positive
- Strategic acquisition with stated cost savings: The Apex Marine purchase for $5,966,667 adds South Florida service, storage, and sales facilities that management says are already generating millions of dollars in annual cost savings and enhancing refurbishment capacity and global sales reach.
Negative
- None.
Insights
A $5.97M Apex acquisition adds capacity, leverage and equity issuance.
Off The Hook YS Inc. acquired Apex Marine companies for a total of $5,966,667, split among cash, equity, and two promissory notes. This structure limits upfront cash outlay while securing valuable South Florida service, storage, and sales infrastructure that supports its vertically integrated model.
The company issued 679,012 shares at $2.70 per share and created new debt via a $2,466,667 note at 6.0% interest over 24 months plus a $500,000 note due in 365 days. This introduces modest leverage and equity dilution in exchange for operating assets.
Management highlights that Apex’s facilities and in‑house teams are already generating “millions of dollars in annual cost savings” by reducing third‑party work and transportation. Future filings, including the required financial statements within 60 days, will show how these savings and added capacity translate into revenue growth and margin improvements.
8-K Event Classification
Key Figures
Key Terms
Membership Interest Purchase Agreement financial
promissory note financial
Unregistered Sales of Equity Securities regulatory
Regulation FD Disclosure regulatory
emerging growth company regulatory
forward-looking statements regulatory
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 2.01. Closing of Acquisition
On May 13, 2026, Off The Hook YS Inc (the “Company”) completed the acquisition (the “Acquisition”) of Apex Marine, LLC., Apex Marine Sales, LLC. and Apex Marine Stuart, LLC. (collectively “Apex”). The Membership Interest Purchase Agreement (the “MIPA”) was originally signed on February 13, 2026. The closing occurred on May 13, 2026. The purchase price was an aggregate of $5.966,667 which was paid by paying $1.2 million in cash, the issuance of shares having a value of $1,800,000 (679,012 shares at $2.70 per share) and the issuance of two promissory notes, one for $2,466,667 and one for $500,000. The primary owner of the Membership Interests was Ismael Pereira. The Company had no prior relationship with Mr. Pereira.
Item 2.3 Creation of a Direct Financial Obligation
On May 13, 2026, the Company issued two promissory notes, one in the amount of $2,466,667 and one for $500,000. The $2,466,667 note is due in 24 monthly payments and bears interest at 6.0% per annum and the $500,000 note is due 365 days from issuance and bears no interest except in the event of default.. The $2,466,667 note is secured by the membership interests purchased in the MIPA. The above descriptions of the notes are summaries and are qualified by the terms of the actual notes. Copies of the promissory notes are filed as exhibits 4.1 and 4.2 hereto
Item 3.02 Unregistered Sales of Equity Securities
In connection with the Acquisition, the Company agreed to issue the sellers of the Membership Interests an aggregate of 679,012 shares of the Company’s common stock. The issuance of the shares were made under the exemption under 4(2) of the Securities Act of 1933, as amended.
Item 7.01. Regulation FD Disclosure.
On May1 4, 2026, the “Company issued a press release regarding the closing of the Acquisition: “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 exhibit 99.1 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.
The Company will file the required financial statements within 60 days of the date hereof.
(d) Exhibits.
| Exhibit Number | Exhibits | |
| 4.1 | Promissory Note dated May 13, 2026 in the amount of $500,000. | |
| 4.2 | Promissory Note dated May 13, 2026 in the amount of $2,466,667. | |
| 99.1 | Press Release of Off the Hook YS Inc. dated May 14, 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: May 14, 2026 | Off The Hook YS Inc. | |
| By: | /s/ Brian John | |
| Name: | Brian John | |
| Title: | Chief Executive Officer | |
Exhibit 99.1
Off The Hook Yachts Completes Acquisition of Apex Marine Companies, Creating Mega Service, Refurbishment & Sales Hub for Global Customers
Wilmington, NC – May 14, 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 one of the largest buyers and sellers of used boats in the United States, today announced that it has closed the acquisition of Apex Marine Companies (“APEX”), a premier South Florida marine service, storage, and sales operation.
The acquisition delivers strategically located South Florida facilities, a highly skilled full-service team, and infrastructure that immediately enhances Off the Hook’s operational efficiency, refurbishment capacity, and global sales reach. APEX’s facilities include prime storage and service locations, haul-out capacity up to 150 metric tons and vessels up to 130 feet, and comprehensive in-house teams covering repair, refit, and refurbishment. This allows Off the Hook to process the majority of acquired inventory internally.
“The integration of these capabilities is already generating millions of dollars in annual cost savings by reducing third-party service dependencies, lowering transportation costs, accelerating turnaround times, and delivering higher-quality refurbishments,” said Brian John, CEO. “This centralized approach allows us to standardize refurbishment quality, reduce cycle times from acquisition to resale, and scale inventory without proportional overhead increases.”
With the centralized campus now operational, Off the Hook has created a destination where buyers from around the world can access tens of millions of dollars in inventory at a single location near Fort Lauderdale and Miami — a major step toward transforming the used boat market. “This acquisition is fundamentally about operational dominance through infrastructure,” said Jason Ruegg, Founder of Off the Hook Yachts. “Facilities like these are unique in South Florida. Bringing service, storage, and hauling in-house is a game changer for our efficiency, margins, and ability to scale.”
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
Off The Hook YS Inc.
Chad Corbin, Chief Financial Officer
chadcorbin@offthehookys.com
Investor Relations
ir@offthehookys.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.