Filing Analysis
NextBoat Inc. announced the immediate resignation of George Jousma from the Board of Directors and the Compensation Committee, effective August 26, 2026.
📋 Key Facts
- George Jousma resigned from the Board of Directors and the Compensation Committee on August 26, 2026.
- The resignation is effective immediately.
- Mr. Jousma served as a non-independent director.
- The company explicitly stated the resignation was not due to any disagreement regarding operations, policies, or practices.
NextBoat Inc. entered into a $510,000 convertible loan agreement with Greentree Financial Group, Inc. involving a 10% convertible promissory note, a stock purchase warrant, and 20,000 restricted shares as commitment shares.
🚩 Red Flags
- Floating conversion price (reset every 6 months) creates significant dilution risk for existing shareholders.
- Warrant includes 'down round' anti-dilution protection, further increasing potential dilution.
- Default interest rate jump from 10% to 18% is substantial.
- Issuance of restricted shares as 'commitment shares' is a non-standard sweetener for a small loan.
📋 Key Facts
- Loan principal amount: $510,000; Net proceeds to company: ~$459,000 after a 10% discount and $10,000 legal fee.
- Note matures on August 14, 2028, with a 10% interest rate (increases to 18% upon default).
- Conversion price: $1.785 per share, subject to a floating reset every six months to the closing bid price if lower.
- Warrant issued for 100,000 shares at an exercise price of $1.785 with 'down round' anti-dilution protection.
- Company issued 20,000 restricted shares to the lender as commitment shares.
- The company is prohibited from issuing securities with variable conversion/exercise rates for 12 months.
NextBoat Inc. filed an 8-K to announce its fiscal second quarter 2026 financial results via a press release. The filing is a standard regulatory disclosure of quarterly performance.
📋 Key Facts
- Company announced Fiscal Second Quarter 2026 Results on August 13, 2026.
- The announcement was made via a press release attached as Exhibit 99.1.
- The company is classified as an emerging growth company.
NextBoat Inc. announced the upcoming release of its second quarter 2026 financial and operating results, scheduled for August 13, 2026.
📋 Key Facts
- The company issued a press release announcing Q2 2026 earnings timing.
- Earnings announcement date: Thursday, August 13, 2026.
- Filing made under Item 7.01 (Regulation FD Disclosure).
NextBoat Inc. announced the resignation of Board member Michael Kosloske and the subsequent appointment of Zebulon Z. Hadley, IV to fill the vacancy. Mr. Hadley brings significant executive experience from National Coatings, Inc.
🚩 Red Flags
- None identified; resignation was stated to be non-dispute related.
📋 Key Facts
- Michael Kosloske resigned from the Board effective July 17, 2026, at 5:00 p.m. ET.
- The resignation was not due to any disagreement regarding Company operations, policies, or practices.
- Zebulon Z. Hadley, IV appointed to the Board on July 23, 2026, effective immediately.
- Mr. Hadley is the current President and CEO of National Coatings, Inc., a role he has held since June 2006.
- Mr. Hadley has been appointed as Chair of the Compensation Committee.
NextBoat Inc. issued a press release announcing record second-quarter performance and indicating an expectation to increase guidance for the third time in 2026, alongside a return to profitability.
📋 Key Facts
- Reported 'record' performance for the second quarter of 2026.
- Company expects to upwardly revise its guidance for the third time during the 2026 fiscal year.
- Management anticipates returning to profitability.
NextBoat Inc. has entered into a five-year strategic partnership with MarineMax, Inc., the world's largest recreational boat retailer, to integrate NextBoat's AI platform into vessel transactions and financing services.
🚩 Red Flags
- Potential future dilution due to the issuance of up to 1,250,000 warrants to MarineMax.
📋 Key Facts
- Entered into Strategic Partnership and Revenue Sharing Agreement with MarineMax, Inc. on June 25, 2026.
- Collaboration focuses on pre-owned vessel transactions, financing, insurance, and related services via the NextBoat AI Platform.
- Agreement includes the issuance of warrants to MarineMax for up to 1,250,000 shares of common stock.
- Warrant exercise prices range from $3.25 to $7.00 per share, subject to vesting terms.
- The partnership has an initial term of five years with a 90-day termination notice period.
NextBoat Inc. has filed an amendment to its previous 8-K to provide required financial statements and pro forma information following the acquisition of Apex Marine, LLC (and its affiliates). The filing includes audited historical financials for the acquired entities and unaudited pro forma data as of March 31, 2026.
📋 Key Facts
- Acquisition of Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC (collectively 'Apex').
- Filing includes audited combined financial statements for Apex as of December 31, 2025.
- Includes unaudited combined financial statements for the periods ending March 31, 2026, and December 31, 2025.
- Provides unaudited pro forma condensed combined financial information as of March 31, 2026.
NextBoat Inc. announced the completion of a 'landmark superyacht transaction' through its Autograph Yacht Division on June 29, 2026. The filing serves as a regulatory disclosure for a press release regarding this significant business development.
📋 Key Facts
- The company completed a major transaction via its Autograph Yacht Division.
- The event was reported under Item 7.01 (Regulation FD Disclosure).
- Transaction date: June 29, 2026.
NextBoat Inc. entered into a $2.0 million Master Loan Agreement with RLLT Capital, LLC to finance boat inventory. The transaction is classified as a related-party transaction because the Company's President and controlling shareholder, Jason Ruegg, provided a personal guaranty and pledged $5.0 million worth of company stock as collateral.
🚩 Red Flags
- Related-party transaction involving the President and controlling shareholder (Jason Ruegg).
- High-cost financing: 15% interest plus a 2% extension premium and 5% profit participation.
- Personal guaranty and stock pledge by an insider, creating potential conflict of interest or risk to equity if collateral is seized.
- Unsecured obligation with high-interest terms typical of distressed or high-risk micro-cap financing.
📋 Key Facts
- Entered into Master Loan Agreement on June 22, 2026, with RLLT Capital, LLC.
- Initial loan principal amount: $2.0 million.
- Interest rate: 15.0% simple interest per annum.
- Maturity: Earlier of 180 days after funding or the sale of the boat.
- Extension option: One 90-day period with a 2% extension premium on principal.
- Fees: 1% origination fee and 5% profit participation on gross profit realized from sales.
- Collateral: President Jason Ruegg pledged shares of common stock with an aggregate collateral value of at least $5.0 million.
NextBoat Inc. held its annual meeting of stockholders on June 24, 2026, reporting the results of three key proposals including director elections and auditor ratification.
📋 Key Facts
- Annual Meeting held on June 24, 2026.
- Seven directors were elected to one-year terms: Brian John, Jason Ruegg, Andrew Simmons, Mike Kosloske, Mary Reynolds, Jim Segrave, and George Jousma.
- M&K CPAS PLLC was ratified as the independent registered public accounting firm for fiscal year 2026.
- The First Amended and Restated 2025 Equity Incentive Plan was approved by stockholders.
- Quorum was established with 17,799,178 shares represented out of 24,355,000 outstanding.
NextBoat Inc. issued a press release regarding the integration progress following its acquisition of APEX. The filing is a non-filed disclosure under Item 7.01.
📋 Key Facts
- The company issued a press release titled 'NextBoat Reports Strong Integration Progress Following APEX Acquisition' on June 24, 2026.
- The disclosure is made pursuant to Item 7.01 (Regulation FD Disclosure).
- The information provided in the exhibit is not considered 'filed' for purposes of Section 18 of the Exchange Act.
NextBoat Inc. issued a press release on June 16, 2026, announcing strong second quarter growth for its Autograph Yachts Division, attributed to market share gains and an expanding brokerage platform.
📋 Key Facts
- The filing reports on the performance of the Autograph Yachts Division.
- Growth is attributed to the expansion of the company's brokerage platform.
- The company is classified as an Emerging Growth Company.
- The report was signed by CEO Brian John on June 16, 2026.
Off The Hook YS Inc. announced on May 19, 2026, that it is rebranding as NextBoat and changing its ticker symbol from OTH to NXB on the NYSE American.
📋 Key Facts
- The company announced a corporate rebranding to 'NextBoat' on May 19, 2026.
- The company's ticker symbol will change from 'OTH' to 'NXB' on the NYSE American LLC.
- The announcement was disclosed under Item 7.01 Regulation FD Disclosure with an accompanying press release as Exhibit 99.1.
Off the Hook YS Inc. (OTH) issued a press release on May 14, 2026, announcing its financial results for the first fiscal quarter ended March 31, 2026. The filing also includes operational highlights as part of a Regulation FD disclosure.
📋 Key Facts
- The filing reports financial results for the fiscal quarter ended March 31, 2026.
- The company is listed on the NYSE American under the ticker OTH.
- The report was signed by CEO Brian John on May 14, 2026.
- Information was furnished under Items 2.02 and 7.01, meaning it is not deemed 'filed' for Section 18 liability purposes.
Off The Hook YS Inc. completed the acquisition of Apex Marine, LLC and its affiliates for a total consideration of approximately $5.97 million. The transaction was funded through a mix of cash, equity issuance, and two promissory notes.
🚩 Red Flags
- Significant new debt obligation of nearly $3 million in promissory notes.
- Shareholder dilution resulting from the issuance of 679,012 new shares.
- Financial statements for the acquired business were not included and are deferred for up to 60 days.
📋 Key Facts
- Acquisition of Apex Marine, LLC, Apex Marine Sales, LLC, and Apex Marine Stuart, LLC closed on May 13, 2026.
- Total purchase price was $5,966,667.
- Payment included $1.2 million in cash and 679,012 shares of common stock valued at $1.8 million ($2.70 per share).
- Issued a $2,466,667 promissory note bearing 6% interest, payable over 24 months and secured by the acquired interests.
- Issued a $500,000 non-interest bearing promissory note due in 365 days.
- The seller, Ismael Pereira, had no prior relationship with the company.
Off The Hook YS Inc. issued a press release announcing that it will report its first quarter 2026 financial and operating results on Thursday, May 14, 2026.
📋 Key Facts
- The Company will announce Q1 2026 results on May 14, 2026.
- The filing was made under Item 7.01 (Regulation FD Disclosure).
- Off The Hook YS Inc. is listed on the NYSE American under the symbol OTH.
Off The Hook YS Inc. announced the launch of a new 'Global Broker Expansion Initiative' featuring a scalable five-tier growth model for its yacht brokerage operations.
📋 Key Facts
- The announcement was made via a press release on April 9, 2026.
- The initiative is titled 'Global Broker Expansion Initiative, Introducing Scalable Five-Tier Growth Model'.
- The company is listed on the NYSE American under the ticker OTH.
- The filing was made under Item 7.01 (Regulation FD Disclosure).
Off The Hook YS Inc. filed a Regulation FD disclosure on April 6, 2026, to furnish a press release. The filing does not disclose the specific subject matter of the press release within the body of the 8-K.
📋 Key Facts
- The filing was triggered by a press release issued on April 6, 2026.
- The report was filed under Item 7.01 (Regulation FD Disclosure).
- The company is listed on the NYSE American LLC under the ticker 'OTH'.
- The registrant is classified as an emerging growth company.
- The document was signed by CEO Brian John.
Off The Hook YS Inc. announced on April 2, 2026, that it has signed a definitive agreement to acquire Bellhart Marine. The acquisition is designed to create a leading mega service and refit platform in the Carolinas region.
📋 Key Facts
- Definitive agreement signed on April 2, 2026, to acquire Bellhart Marine.
- The acquisition aims to establish the 'Carolinas’ Premier Mega Service & Refit Platform'.
- The announcement was disclosed via a press release under Item 7.01 (Regulation FD).
- The company is an emerging growth company listed on the NYSE American (Ticker: OTH).
Off The Hook YS Inc. issued a press release on April 1, 2026, to correct and replace its previously reported fourth quarter and full-year 2025 financial and operating results.
🚩 Red Flags
- Correcting and replacing financial results suggests potential weaknesses in internal controls over financial reporting.
- The need for a correction immediately following a results announcement can indicate a lack of rigorous pre-release audit or review processes.
📋 Key Facts
- The filing was made under Item 7.01 (Regulation FD Disclosure).
- The correction involves financial results for both the fourth quarter and the full fiscal year of 2025.
- The company is listed on the NYSE American under the ticker 'OTH'.
- The press release is attached as Exhibit 99.1.
Off The Hook YS Inc. (OTH) issued a press release on March 30, 2026, announcing its financial and operating results for the fourth quarter and the full fiscal year of 2025. This filing serves as a standard Regulation FD disclosure to disseminate the earnings information to the public.
📋 Key Facts
- The company reported Q4 and full-year 2025 financial and operating results.
- The press release was issued on March 30, 2026, and filed via 8-K on March 31, 2026.
- The company is an emerging growth company listed on the NYSE American LLC.
- The filing includes Exhibit 99.1, which contains the detailed press release text.
Off The Hook YS Inc. announced the launch of NextBoat AI, a proprietary AI-driven matching platform for the boating industry, at the Palm Beach International Boat Show.
📋 Key Facts
- The Company is launching 'NextBoat AI', described as an industry-first AI matching platform.
- The launch is scheduled to coincide with the Palm Beach International Boat Show on March 23, 2026.
- The filing was made under Item 7.01 (Regulation FD Disclosure) and includes the press release as Exhibit 99.1.
Off The Hook YS Inc. announced the expansion of its Mid-Atlantic presence through a new strategic waterfront hub. The initiative aims to enhance inventory velocity and improve margin capture for the company's yacht sales operations.
📋 Key Facts
- Announced expansion of Mid-Atlantic presence on March 18, 2026.
- The expansion involves a new 'Strategic Waterfront Hub'.
- Management expects the hub to increase inventory velocity and margin capture.
- The filing was made under Item 7.01 (Regulation FD Disclosure).
Off The Hook YS Inc. announced its participation in the 38th Annual ROTH Conference via a press release on March 16, 2026. This filing serves as a standard Regulation FD disclosure to inform the public of management's engagement with the investment community.
📋 Key Facts
- The company will participate in the 38th Annual ROTH Conference.
- The announcement was made via a press release dated March 16, 2026.
- The filing was made under Item 7.01 (Regulation FD Disclosure).
- The company's common stock is listed on the NYSE American under the symbol OTH.
Off The Hook YS Inc. filed a Regulation FD disclosure to announce an upcoming live investor webinar and Q&A session scheduled for March 11, 2026. The filing includes the press release as an exhibit to facilitate investor engagement.
📋 Key Facts
- The Company is hosting a live investor webinar on March 11, 2026.
- The announcement was made via a press release titled 'Join Off The Hook’s Exclusive Live Investor Webinar and Q&A Session on March 11'.
- The filing was made under Item 7.01 (Regulation FD Disclosure).
- The Company's common stock is listed on the NYSE American under the symbol OTH.
Off The Hook YS Inc. announced an investor webinar to discuss the acquisition of APEX, which is projected to add $30 million in revenue. The company also expects the transaction to generate approximately $3 million in annual cost savings through synergies.
📋 Key Facts
- The filing was made on February 23, 2026, under Item 7.01 (Regulation FD).
- The acquisition target is identified as 'APEX'.
- Management projects the acquisition will add $30 million in revenue to the company's top line.
- Expected annual cost savings from the acquisition are estimated at $3 million.
- The company is hosting an investor webinar to provide further details on the transaction.
Off The Hook YS Inc. (OTH) entered into a definitive agreement on February 13, 2026 to acquire the Apex Marine group of companies (APEX), comprising four South Florida marine dealership, service, storage, and brokerage businesses, for an aggregate purchase price of $5,500,000. The consideration is split equally into three tranches: cash, stock at $2.70/share (~670,000 shares), and a 3-year seller note at 6% interest.
🚩 Red Flags
- Stock issuance of ~670,000 shares at $2.70 will dilute existing shareholders — magnitude of dilution depends on current share count which is not disclosed in filing
- Seller financing via promissory note ($1.83M at 6%) suggests potential cash constraints for a micro-cap company taking on a $5.5M acquisition
- Due diligence is not yet complete at time of filing — closing is conditional on satisfaction of unspecified customary conditions and third-party consents
- Integration risk: acquiring four separate LLCs simultaneously increases operational complexity
- No financial details provided for APEX (revenue, profitability, assets) making it impossible to assess valuation reasonableness from this filing alone
📋 Key Facts
- Aggregate purchase price: $5,500,000 for all equity interests in four Apex Marine entities (Apex Marine Sales LLC, Apex Marine Stuart LLC, Apex Marine LLC, Apex Marine Sales Brokerage LLC)
- Payment structure: $1,833,333.33 cash, $1,833,333.33 in common stock at $2.70/share (~670,000 shares), $1,833,333.34 secured seller promissory note at 6% per annum maturing 3 years post-closing
- APEX operates four facilities in South Florida providing marine service, storage, sales, and brokerage
- Closing expected within approximately 60 days of February 13, 2026, subject to due diligence and customary conditions
- Company is a Nevada corporation listed on NYSE American, classified as an emerging growth company
- Filed by CEO Brian John on February 20, 2026
Off The Hook YS Inc. announced a strategic partnership with Jefferson Beach Yacht Sales to expand its operations into the Great Lakes region.
📋 Key Facts
- The company entered into a strategic partnership with Jefferson Beach Yacht Sales on February 2, 2026.
- The primary objective of the partnership is expansion into the Great Lakes market.
- The announcement was made via press release (Exhibit 99.1).
Off The Hook YS Inc. announced the immediate resignation of Robert Gonnelli from its Board of Directors on January 29, 2026. The company stated the departure was not due to any disagreement regarding operations, policies, or practices.
🚩 Red Flags
- Immediate resignation of a board member (though no disagreement was cited).
📋 Key Facts
- Robert Gonnelli resigned as a member of the Board of Directors effective January 29, 2026.
- The resignation was not due to disagreements with Company operations, policies, or practices.
- Mr. Gonnelli did not serve on any specific Board committees at the time of departure.
- Board size has been reduced from eight to seven members.
- The Company does not intend to appoint a replacement director at this time.
Off The Hook YS Inc. issued an 8-K to announce a press release regarding a New York Post article that features the company's growth from a start-up to being listed on the NYSE American LLC.
📋 Key Facts
- The filing is pursuant to Item 7.01 (Regulation FD Disclosure).
- Company was featured in a New York Post article titled 'From Start-Up to New York Stock Exchange'.
- Filing date: January 28, 2026.
- The information provided under Item 7.01 is not considered 'filed' for purposes of Section 18 liability.
Off The Hook YS Inc. has entered into a strategic agreement with Puerto Rico’s CFR Yacht Sales to expand its market presence into the Caribbean and Latin America regions.
📋 Key Facts
- Strategic agreement signed with CFR Yacht Sales in Puerto Rico.
- Objective of the agreement is expansion into Caribbean and Latin American markets.
- Filing date: January 26, 2026.
Off The Hook YS Inc. announced an increase in its inventory financing floorplan to $60 million, intended to support aggressive growth initiatives for the 2026 fiscal year.
🚩 Red Flags
- Increased debt/financing capacity can lead to higher interest expense and leverage if inventory turnover does not meet expectations.
📋 Key Facts
- Company increased its inventory financing floorplan capacity to $60 million.
- The move is aimed at driving 'unprecedented growth' in 2026.
- Filing date: January 20, 2026.
The Company issued a press release announcing that Off The Hook Yachts will ring the closing bell at the New York Stock Exchange. This is a promotional event related to an upcoming boat show.
📋 Key Facts
- Event Date: January 16, 2026
- Activity: Ringing the NYSE closing bell
- Context: Occurring on the eve of America's oldest boat show
- Exhibit 99.1 contains the full press release details
Off The Hook YS Inc. announced a strategic partnership with flyExclusive to launch a nationwide dealer incentive program for Off The Hook Yachts.
📋 Key Facts
- Company entered into a strategic partnership with flyExclusive.
- The partnership aims to launch a nationwide dealer incentive program.
- Announcement date: January 15, 2026.
Off The Hook YS Inc. announced the implementation of a share buyback plan via a press release issued on January 8, 2026.
📋 Key Facts
- The company issued a press release titled 'Off The Hook Yachts Announces Share Buyback Plan' on January 8, 2026.
- The filing is made under Item 7.01 (Regulation FD Disclosure).
- The announcement was authorized by CEO Brian John.
Off The Hook YS Inc. issued a press release regarding sales momentum for its Autograph Yacht Group during Q4 2025. This is a non-binding disclosure under Item 7.01 intended to provide market updates.
📋 Key Facts
- The company reported 'substantial Q4 2025 momentum' in luxury yacht sales via the Autograph Yacht Group.
- The filing was made on January 5, 2026, regarding events occurring on January 2, 2026.
- The disclosure is categorized under Item 7.01 (Regulation FD Disclosure) and is not considered 'filed' for purposes of Section 18 liability.
Off the Hook YS Inc. filed an 8-K to furnish its third fiscal quarter financial results for the period ended September 30, 2025. The filing includes a press release detailing operational highlights and financial performance.
📋 Key Facts
- Reporting of Q3 fiscal year 2025 financial results (ended Sept 30, 2025).
- Filing date: December 15, 2025.
- The company is an 'emerging growth company' as defined by the SEC.
The Company announced via press release that it will release its third quarter 2025 financial and operating results on Monday, December 15, 2025.
📋 Key Facts
- Announcement date: December 9, 2025
- Scheduled earnings release date: December 15, 2025
- Reporting period: Third Quarter 2025
Off The Hook YS Inc. has completed an Initial Public Offering (IPO) of 3,750,000 shares at $4.00 per share, generating approximately $15 million in gross proceeds. As part of the deal, underwriters received warrants to purchase 187,500 shares at an exercise price of $5.00.
🚩 Red Flags
- Underwriter warrants represent potential future dilution for existing shareholders.
📋 Key Facts
- IPO size: 3,750,000 shares of common stock.
- Offering price: $4.00 per share.
- Gross proceeds: $15 million (before discounts and expenses).
- Underwriter: ThinkEquity LLC.
- Warrants issued to underwriters: 187,500 shares (5% of offering) at an exercise price of $5.00 per share.
- Warrant terms: Exercisable from May 11, 2026, to November 12, 2030.