OFF THE HOOK YS INC. 8-K

What Happened

• On February 13, 2026, Off The Hook YS Inc. entered into a Membership Interest Purchase Agreement to acquire all issued and outstanding interests of Apex Marine Sales, LLC, Apex Marine Stuart LLC, Apex Marine, LLC and Apex Marine Sales Brokerage, LLC (collectively, “APEX”). The company furnished a press release on February 20, 2026 announcing the definitive agreement.
• The total purchase price is $5,500,000, and closing is expected to occur within approximately 60 days after the agreement date, subject to due diligence and customary closing conditions (including third‑party consents and payoff or refinancing of specified indebtedness).

Key Details

• Purchase price breakdown: $1,833,333.33 in cash (subject to specified debt payoff and closing adjustments), $1,833,333.33 in Off The Hook common stock valued at $2.70/share (≈670,000 shares), and a secured seller promissory note of $1,833,333.34 bearing 6% interest, maturing three years after closing.
• APEX is a South Florida marine service, storage and sales organization with four operating facilities; the acquisition is described as expanding operational infrastructure and global sales reach.
• The Purchase Agreement contains customary representations, warranties, covenants and indemnification and closing is contingent on completing due diligence and satisfying or waiving standard conditions.

Why It Matters

• This is a material acquisition financed with a mix of cash, equity issuance and seller financing; the ~670,000-share stock component will dilute existing shareholders and the seller note will create future debt service obligations.
• For investors, key near-term items to monitor are whether the deal closes (conditions and payoffs are required), how the company funds the cash portion, any announced integration plan or pro forma financial impacts, and subsequent disclosures on synergies or expected revenue/earnings contribution from APEX.