8-K: Off The Hook Acquires Apex Marine, Boosts Service & Sales Hub

Off The Hook YS Inc. has signed a definitive agreement to acquire Apex Marine Group of Companies for $5.5 million, significantly expanding its service, storage, and sales capabilities in South Florida.

Summary

• Off The Hook YS Inc. (OTH) entered into a Membership Interest Purchase Agreement on February 13, 2026, to acquire Apex Marine Group of Companies (APEX).
• The acquisition includes all issued and outstanding equity interests of APEX's marine dealership, service, storage, and brokerage businesses.
• The aggregate purchase price for APEX is $5,500,000.
• The purchase price is payable as $1,833,333.33 in cash, $1,833,333.33 in OTH common stock (approximately 670,000 shares valued at $2.70 per share), and a secured seller promissory note for $1,833,333.34 bearing 6% interest per annum over three years.
• The closing of the transaction is expected to occur within approximately 60 days following the effective date, subject to completion of due diligence and satisfaction of customary closing conditions.
• APEX operates four strategically located facilities in South Florida, offering comprehensive marine service, storage, and sales.
• The acquisition is anticipated to expand OTH's operational infrastructure, global sales reach, and internal refurbishment capacity.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this acquisition as a highly strategic and positive move for Off The Hook YS Inc., significantly enhancing its operational capabilities, market reach, and potential for cost efficiencies, despite the inherent integration risks and financial outlay.

Positives

• The acquisition of APEX provides four strategically located South Florida facilities, significantly enhancing operational infrastructure and physical presence.
• The facilities offer haul-out capability up to 150 metric tons and for vessels up to 130 feet, substantially expanding service capacity.
• Integration of APEX's comprehensive in-house service teams is expected to generate millions of dollars in annual cost savings by eliminating third-party service dependencies and reducing transportation expenses.
• The acquisition is anticipated to accelerate turnaround times and enable higher-quality refurbishments for OTH's inventory.
• OTH expects to process more boats faster, standardize refurbishment quality, reduce cycle times from acquisition to resale, and scale inventory without proportional increases in overhead.
• The new centralized campus is positioned to become a 'global mega sales destination' for buyers, enhancing market reach.
• The transaction includes representation of respected new boat brands such as Pursuit (Miami), Solace, and Fountain (Ft. Pierce to Key West), with APEX being an award-winning dealership.
• The acquisition is expected to open doors for additional partnerships, expanding OTH's sales and service platforms.
• The stock consideration component (approximately 670,000 shares) aligns the sellers' interests with OTH's future performance.

Negatives

• The acquisition involves a significant financial outlay of $5.5 million, including a substantial cash component and a secured promissory note.
• The closing is subject to completion of due diligence and satisfaction of customary closing conditions, including third-party consents, which could introduce delays or complications.
• Sellers are indemnified by Buyer for liabilities arising from the operation of the Companies after the Closing Date, including the Equipment Debt, which transfers some post-closing risk to OTH.
• Certain assets (Excluded Assets on Schedule O) will be transferred to Ismael Perera or his assignees and are not part of the acquisition, potentially limiting the full scope of assets acquired.
• The non-compete clause exempts Sean Fenniman, a member of Apex Marine Stuart, LLC, who is involved in boat sales in the Territory, which could lead to continued competition from a former affiliate.

Risks

• Failure to complete due diligence to Buyer's satisfaction could lead to termination of the agreement.
• Inability to obtain required third-party consents (e.g., manufacturer/dealer agreements, lender consents) could prevent or delay closing or impact the value of the acquired business.
• The occurrence of a Material Adverse Effect on the Companies prior to closing could allow Buyer to terminate the agreement.
• Termination or threatened termination of any material manufacturer/brand agreement as a result of the transaction could negatively impact the acquired business.
• Liabilities arising from the operation of the Companies after the Closing Date, including the Equipment Debt, are indemnified by Buyer, posing a financial risk.
• The stock consideration is subject to a 6-month holding period and customary restrictive legends, which could affect the sellers' ability to liquidate shares immediately.
• The success of integrating APEX's operations and achieving projected cost savings and efficiencies is subject to execution risk.
• Forward-looking statements contained in the press release are subject to substantial risks and uncertainties, as noted in the disclaimer.

Future Outlook

Off The Hook YS Inc. anticipates that the acquisition of APEX will significantly expand its operational infrastructure and global sales reach. The integration of APEX's facilities and service teams is expected to generate millions of dollars in annual cost savings, accelerate turnaround times, and enable higher-quality refurbishments. The company aims to process more boats faster, standardize refurbishment quality, reduce cycle times from acquisition to resale, and scale inventory without proportional increases in overhead. This strategic move is also expected to establish a global mega sales destination in South Florida and open doors for additional partnerships.

Management Comments

• "This centralized approach enables Off The Hook to process more boats faster, standardize refurbishment quality, reduce cycle times from acquisition to resale, and scale inventory without proportional increases in overhead." Brian John, CEO of Off The Hook Yachts.
• "This acquisition is fundamentally about operational dominance through infrastructure... Facilities like these simply cannot be replicated in South Florida. Bringing this level of service, storage, and hauling capability in-house is a complete game changer for our efficiency, margins, and ability to scale." Jason Ruegg, Founder of Off The Hook Yachts.
• "This acquisition simultaneously delivers premier locations, elite talent, major cost savings, and operational capabilities that are extraordinarily rare." Jason Ruegg, Founder of Off The Hook Yachts.
• "APEX has built an exceptional team, and I will always be grateful to Issy Perera, the founder and principal of The Apex Marine Group of Companies, and his organization, for working with us to make this transaction possible." Jason Ruegg, Founder of Off The Hook Yachts.

Industry Context

StockSavvy.ai notes that this acquisition by Off The Hook YS Inc. represents a strategic vertical integration within the fragmented marine industry. By acquiring a significant physical service, storage, and sales hub, OTH is moving beyond its AI-powered online marketplace model to control more of the value chain. This mirrors a trend seen in other e-commerce sectors where digital-first companies establish physical footprints to enhance customer experience, control quality, and improve logistics. The focus on South Florida, a major boating market, positions OTH to capitalize on regional demand and international buyer traffic, potentially setting a new standard for integrated marine services and sales.

Comparison to Industry Standards

• The acquisition of four strategically located facilities in South Florida, a prime marine market, provides a competitive advantage in terms of physical infrastructure that is difficult to replicate, similar to how major automotive dealership groups consolidate prime real estate and service centers.
• The stated goal of generating 'millions of dollars in annual cost savings' through internalizing service and refurbishment aligns with best practices in industries with high asset turnover, such as vehicle remarketing, where companies like CarMax or Copart invest heavily in reconditioning centers to control costs and quality.
• The haul-out capability up to 150 metric tons and for vessels up to 130 feet is a significant capacity, comparable to large-scale yacht service yards globally, allowing OTH to handle a broader and higher-value range of inventory than typical smaller dealerships.
• The integration of comprehensive in-house service teams aims to reduce cycle times and standardize refurbishment quality, a strategy employed by leading luxury goods or specialized vehicle retailers to maintain brand integrity and customer satisfaction.
• The creation of a 'global mega sales destination' in South Florida positions OTH to attract international buyers, similar to how major yacht shows or luxury car dealerships in key markets serve a global clientele.

Related Party Transactions

• The Purchase Agreement specifies that 'Excluded Assets' listed on Schedule O will be transferred by the applicable Companies to Ismael Perera, personally, or to his assignees, without any rights of Buyer therein or compensation to Buyer. This involves a principal of the selling entities.
• The agreement also mentions 'Permitted Leakage/Related-Party Transactions (if any)' on Schedule K, implying potential existing related-party dealings that are allowed.

Stakeholder Impact

• Shareholders (OTH): Potential for increased shareholder value through enhanced operational efficiency, cost savings, expanded market reach, and strategic growth. Dilution from the issuance of approximately 670,000 shares for stock consideration.
• Employees (APEX): APEX's 'highly skilled full-service team' is expected to be integrated, suggesting continued employment opportunities under OTH.
• Customers (OTH/APEX): Expected benefits include faster processing of boats, standardized refurbishment quality, and the creation of a 'global mega sales destination' with a broader inventory.
• Suppliers/Manufacturers (APEX): The transaction requires obtaining third-party consents for material contracts and dealer/manufacturer agreements, indicating a continuation of relationships, potentially under OTH's umbrella.
• Creditors (APEX): Specified indebtedness (Wells Fargo floor plan, NorthPointe floor plan, Perera Loan) will be paid off at closing, while Equipment Debt will remain an obligation of the acquired company or be assumed/refinanced by Buyer.

Next Steps

• Completion of due diligence by Off The Hook YS Inc.
• Satisfaction or waiver of customary closing conditions, including receipt of required third-party consents.
• Payoff or refinancing of specified indebtedness (Wells Fargo floor plan, NorthPointe floor plan, Perera Loan).
• Transfer of Excluded Assets to Ismael Perera or his assignees.
• Closing of the transaction, expected within approximately 60 days of February 13, 2026.
• Sellers to provide 120 days of transition assistance to Buyer post-closing.
• Integration of APEX's operations, facilities, and service teams into Off The Hook YS Inc.
• Issuance of approximately 670,000 shares of OTH common stock to sellers, subject to a 6-month holding period.
• Quarterly payments of principal and accrued interest on the secured seller promissory note commencing after closing.

Key Dates

Recommendation

The acquisition of Apex Marine Group of Companies is a highly strategic move for Off The Hook YS Inc., significantly enhancing its operational capabilities, market presence, and potential for substantial cost savings. The integration of four strategically located South Florida facilities, comprehensive in-house service teams, and expanded refurbishment capacity is expected to drive 'millions of dollars in annual cost savings' and improve efficiency, margins, and scalability. The creation of a 'global mega sales destination' and the inclusion of respected new boat brands position OTH for accelerated growth and market leadership. While integration risks and the financial outlay exist, the long-term strategic benefits and anticipated operational improvements make this a compelling 'strong buy' for investors looking for growth in the marine sector.

Keywords

Off The Hook YS Inc., OTH, Apex Marine, Acquisition, Marine Industry, Boat Dealership, Service Hub, South Florida, SEC Filing, 8-K, Merger, Financial Reporting, Corporate Governance, Risk Management, Strategic Business Analysis, Boat Sales, Refurbishment, AI-powered marketplace