8-K: Lazydays to Delist from Nasdaq Amid Asset Sale & Liquidation

Lazydays Holdings, Inc. announced its intention to delist its common stock from Nasdaq, anticipating a complete liquidation and no return for stockholders.

Summary

• Lazydays Holdings, Inc. (GORV) will delist its common stock from The Nasdaq Capital Market.
• The company notified Nasdaq on November 7, 2025, and plans to file a Form 25 with the SEC around November 17, 2025.
• Delisting is expected to be effective around November 28, 2025, after which trading on Nasdaq will cease.
• No alternative listing or quotation medium has been arranged, and continued trading on any over-the-counter market is not assured.
• The delisting follows an Asset Purchase Agreement with affiliates of Campers Inn Holding Corporation for the sale of substantially all assets.
• The Asset Sale was approved by stockholders on October 14, 2025, and is expected to close in site-by-site transactions between November 17, 2025, and November 26, 2025.
• Following the Asset Sale, the company will have no remaining operations and plans to wind up affairs under a Plan of Liquidation and Dissolution, also approved by stockholders on October 14, 2025.
• The decision to delist is due to substantial operating losses, limited cash, inability to secure additional capital, substantial indebtedness, and the expectation that the Asset Sale proceeds will primarily repay creditors.
• The company does not expect to have sufficient cash to repay all unsecured creditors, and therefore, anticipates no return for stockholders, who are expected to experience a complete loss of their investment.

Sentiment

Score: 1

Explanation: The filing announces the delisting of the company's stock, an asset sale, and a plan of liquidation, with an explicit statement that stockholders are expected to experience a complete loss of their investment. This represents the most severe negative outcome for investors.

Negatives

• Delisting from The Nasdaq Capital Market.
• No alternative listing arranged, with no assurance of continued trading on any market.
• Substantial operating losses and limited cash resources.
• Inability to secure additional capital from investors.
• Inability to generate sufficient cash to operate as an independent going concern.
• Substantial secured and unsecured indebtedness and outstanding trade payables.
• Inability to refinance indebtedness.
• Expectation that substantially all Asset Sale proceeds will repay indebtedness and other obligations.
• Anticipation of insufficient cash to repay all unsecured creditors.
• No expected return for stockholders, who are junior priority claimants.
• Stockholders are expected to experience a complete loss of their investment.
• Company will have no ongoing operations after the Asset Sale and will be dissolved.

Risks

• The Asset Sale may not close when expected or at all.
• Benefits from the Asset Sale may not be fully realized or may take longer to realize than expected.
• The Asset Sale may be more expensive to complete than anticipated due to unexpected factors or events.
• Reputational risks and potential adverse reactions from customers, employees, or other business partners.
• Diversion of management's attention and time from ongoing business operations and opportunities due to the Asset Sale.
• Future economic and financial conditions (both nationally and locally).
• Changes in customer demand.
• Lazydays' relationship with, and the financial and operational stability of, vehicle manufacturers and other suppliers.
• Risks associated with Lazydays' indebtedness (including ability to obtain waivers/amendments, actions of lenders, borrowing capacity, covenant compliance, refinancing ability).
• Acts of God or other incidents adversely impacting operations and financial performance.
• Government regulations and legislation.

Future Outlook

The company anticipates completing the Asset Sale by late November 2025, after which it will have no ongoing operations. It expects to wind up its remaining assets, liabilities, and affairs under a plan of liquidation and dissolution. The company does not foresee sufficient cash to repay all unsecured creditors and expects no return for stockholders, who are likely to experience a complete loss of their investment.

Management Comments

• The burdens associated with operating as a listed public company outweigh advantages to the Company and its residual claimants at this time.
• The Asset Sale is the result of an active, lengthy and thorough evaluation and negotiation of strategic alternatives reasonably available to the Company.
• No other party provided a transaction on terms more favorable than those of the Asset Sale.
• We anticipate that, after the closing of the Asset Sale and the liquidation of the Company’s remaining assets following the Asset Sale, the Company will not have sufficient cash to repay all unsecured creditors of the Company and, accordingly, the Company does not expect to be able to provide any return to the stockholders of the Company.
• Company stockholders are currently expected to experience a complete loss of their investment after the Company winds up its affairs under the Plan of Dissolution and Liquidation.

Industry Context

Lazydays has been a prominent player in the RV industry since 1976, known for RV sales, service, and ownership experiences. The company's current situation of delisting and liquidation indicates severe financial distress, which, while company-specific, could reflect broader challenges or competitive pressures within the RV retail sector, or simply a failure of this specific business model to adapt. The filing does not provide broader industry trends, but the company's historical position suggests a significant shift in its operational viability.

Stakeholder Impact

• Shareholders: Expected to experience a complete loss of their investment as the company does not anticipate sufficient cash to repay all unsecured creditors after the Asset Sale.
• Unsecured Creditors: The company does not expect to have sufficient cash to repay all unsecured creditors.
• Secured Creditors: Expected to be repaid from the Asset Sale proceeds in accordance with senior loan documents.
• Employees: Implied impact due to the Asset Sale and cessation of operations, though not explicitly detailed in terms of layoffs or severance.
• Customers: The company will cease operations, impacting future service and sales for existing and potential customers.

Next Steps

• File Form 25 with the SEC on or about November 17, 2025.
• Complete site-by-site closings for the Asset Sale between November 17, 2025, and November 26, 2025.
• Delisting of common stock from Nasdaq on or about November 28, 2025.
• Wind up remaining assets, liabilities, and affairs pursuant to a Plan of Liquidation and Dissolution.

Key Dates

Recommendation

The company is undergoing a complete liquidation, and management explicitly states that stockholders are expected to experience a complete loss of their investment. There is no expectation of any return for shareholders, making the stock worthless. Any remaining shares should be sold immediately if a market exists, or considered a complete loss.

Keywords

Lazydays Holdings, GORV, Nasdaq delisting, Asset Sale, Liquidation, RV industry, financial distress, stockholder loss, corporate dissolution, SEC filing