OFF THE HOOK YS INC. 8-K

What Happened

• Off The Hook YS Inc. (OTH) announced it closed the acquisition of Apex Marine Sales, LLC and Apex Marine Stuart, LLC (together, “Apex”) under a Membership Interest Purchase Agreement originally signed February 13, 2026. The closing occurred on May 13, 2026.

Key Details

• Total purchase price: $5,966,667, paid with:
  • $1,200,000 in cash,
  • 679,012 shares of OTH common stock valued at $1,800,000 (priced at $2.70/share),
  • Two promissory notes totaling $2,966,667.
• Promissory note terms:
  • $2,466,667 note: 24 monthly payments, 6.0% annual interest, secured by the purchased membership interests.
  • $500,000 note: due 365 days from issuance, no interest except upon default.
• Primary seller: Ismael Pereira; OTH reported no prior relationship with him.
• The stock issuance to sellers was made under the Section 4(2) exemption to the Securities Act. The company filed promissory notes as Exhibits 4.1 and 4.2 and a press release dated May 14, 2026 as Exhibit 99.1. Financial statements relating to the acquisition will be filed within 60 days.

Why It Matters

• The transaction creates new obligations (two promissory notes totaling $2.97M, one secured) and used cash plus equity, which dilutes existing shareholders by 679,012 new shares. These are material changes to the company’s capital structure and liabilities.
• Investors should review the forthcoming financial statements and the company’s press release for details on how Apex’s results and the financing impact OTH’s revenues, expenses and balance sheet.