OTH: 8-K · debt financing
NextBoat Inc.'s wholly owned subsidiary Off The Hook Yacht Sales NC, LLC issued a subordinated promissory note to BPC Management, LLC providing up to $2.2 million in short-term bridge financing, with a $1.0 million initial advance funded and an optional $1.2 million second advance available through December 31, 2026. Each advance bears 15% simple interest with a 2% origination fee and matures 90 days after funding, and the company must sweep 100% of net proceeds from sales of seven specified pre-owned boats to repay the initial advance. The transaction is a related-party deal: President and Chairman Jason Ruegg personally guaranteed the debt, and his affiliate Ruegg Capital Group pledged NextBoat shares with a collateral value of at least $5.0 million, which must be topped up within three business days if the value falls below that threshold. Key risk: upon an event of default the lender may exercise voting rights over, foreclose on, and sell the pledged shares, which could result in a change of control of NextBoat. The need for expensive, short-duration bridge financing tied to insider collateral points to significant working-capital pressure at the small-cap yacht retailer.
OTH: 8-K · leadership change
NextBoat Inc. disclosed that CFO Chad Corbin notified CEO Ross Tannenbaum on October 5, 2026 of his resignation. Corbin will remain CFO during a transition period until a successor is identified. The company stated the resignation did not result from any disagreement over operations, policies, or practices, and Corbin is departing on good terms. Investors should watch for the successor CFO appointment; the orderly transition and amicable framing reduce near-term operational risk.
NextBoat Inc. (NYSE American: NXB) appointed Ross Tannenbaum as CEO effective September 28, 2026, succeeding Brian S. John, who remains on the Board. Tannenbaum previously served as President of Retail and Collectibles at Fanatics and as CEO of publicly traded Dreams, Inc. In connection with the appointment, Tannenbaum received a four-year employment agreement with a $240,000 first-year base salary rising to $400,000, plus EBITDA-linked bonuses, and inducement options for 2,500,000 shares at $1.96, granted outside the 2025 Equity Incentive Plan under NYSE American Section 711(a). The grant includes 1,000,000 time-vesting options, 1,000,000 performance options tied to Adjusted EBITDA levels up to $5.0 million, and 500,000 options vesting at a $5.00 VWAP, aligning new CEO incentives with the company's stated push toward profitability.
NextBoat Inc. (NYSE American: NXB) announced two leadership additions: Zebulon Hadley joined the Board of Directors as an independent director and will chair the Compensation Committee, while Todd Bates joins the leadership team as VP of Finance & Insurance. Hadley is President and CEO of National Coatings, a contractor he acquired in 2016 and grew to roughly $39 million in annual revenue, and was named Triangle Business Journal's 2025 CEO of the Year. Bates brings more than a decade of marine F&I leadership, having grown F&I revenue by more than $5 million across 80 locations and taken a single dealership's F&I revenue from $600,000 to $2.4 million. The moves strengthen governance and revenue leadership as NextBoat, a vertically integrated AI-powered marine marketplace (formerly Off The Hook YS Inc.), works to scale finance and insurance revenue in the $57 billion U.S. marine industry. The announcement was made under Item 7.01 (Reg FD) rather than Item 5.02, so no director/officer appointment details like compensation terms were disclosed in the 8-K itself.
OTH: S-1 · offering registration
NextBoat Inc. (NYSE American: NXB) filed an S-1 on August 28, 2026 for a firm commitment follow-on offering of 4,000,000 shares — 3,400,000 primary shares and 600,000 shares sold by insiders including CEO Jason Ruegg — at an assumed $5.00 per share with ThinkEquity as sole underwriter. Estimated net proceeds to the company are ~$15.5 million, or ~$18.2 million if the 600,000-share over-allotment is exercised, earmarked for servicing the $60 million floorplan facility, inventory marketing, and working capital. The registration also covers resale by MarineMax, Inc. of up to 1,250,000 shares underlying warrants struck at $3.25 to $7.00, issued as consideration under the June 25, 2026 Strategic Partnership and Revenue Sharing Agreement. NextBoat receives no proceeds from the MarineMax resales or from the 600,000 selling stockholder shares. Financially, revenue grew 21% to $119.9 million in FY2025 and 52% to $88.9 million in H1 2026, but the company swung to a $5.5 million H1 net loss versus an $0.8 million profit a year earlier, carrying $61.7 million of debt against just $7.7 million of cash at June 30, 2026 (roughly $23.2 million pro forma post-offering). Key risks for watchers: the stock closed at $2.14 on August 27, 2026 versus the $5.00 assumed price, management disclosed that disclosure controls and procedures were not effective as of June 30, 2026, and CEO Ruegg will hold 45.4% of shares and voting power post-offering after selling 270,000 shares into the deal.
NextBoat Inc. reported that director George Jousma resigned from the Board of Directors and from the Board's Compensation Committee, effective August 26, 2026. Jousma had served as a non-independent director of the company. The filing states the resignation was not due to any disagreement with the Company on any matter relating to operations, policies or practices, and the company thanked Jousma for his service. No successor or replacement director was named in the filing. The 8-K was signed by CEO Brian John on August 28, 2026. For investors this is a routine governance event rather than a distress signal, though the Compensation Committee vacancy and the absence of a named replacement are worth monitoring.
NextBoat Inc. entered into a $510,000 loan agreement with Greentree Financial Group, Inc. on August 14, 2026, funded through a 10% convertible promissory note carrying a 10% original issuance discount. The company expects net proceeds of approximately $459,000 after the discount and a $10,000 legal fee allowance. The note matures on August 14, 2028 and bears 10% interest payable quarterly, rising to 18% upon an event of default. It is convertible into common stock at $1.785 per share, with the conversion price resetting to the closing bid price on each six-month anniversary if that price is lower. As additional consideration, Greentree received a three-year warrant for 100,000 shares at $1.785 with down-round anti-dilution protection, plus 20,000 restricted commitment shares. The agreement also imposes $1,000-per-day liquidated damages for late share deliveries, a 12-month standstill on variable-rate issuances, and allows the lender to demand repayment from proceeds of any financing of at least $5 million. The terms are heavily lender-favorable and dilution-laden for this newly listed NYSE American micro-cap, and the agreement recitals state the company is in need of capital for operating expenses.
OTH: 10-Q · periodic report
NextBoat Inc. (NYSE American: NXB) reported H1 2026 revenue of $88.9 million, up 51.8% year over year, driven by the Apex Marine and Bellhart acquisitions, but swung to a net loss of $5.5 million ($0.22 per share) versus $0.8 million of net income a year ago. Q2 revenue rose 88.4% to $59.1 million with Adjusted EBITDA of $0.8 million, roughly flat sequentially against the prior-year quarter. As a subsequent event, the company disclosed a five-year Strategic Partnership and Revenue Sharing Agreement with MarineMax, under which MarineMax will route a significant share of its pre-owned inventory through NextBoat's platform and will receive warrants on up to 1,250,000 shares at exercise prices from $3.25 to $7.00, vesting on wholesale volume milestones of $50 million to $200 million annually. Liquidity tightened sharply: cash fell to $7.7 million from $12.4 million at year-end, working capital shrank to $3.0 million from $9.0 million, and operations consumed $18.1 million in the first half, funded largely by $51.6 million of floor plan borrowings across Red Oak, Wells Fargo CDF, Yamaha Motor Finance, and Northpoint. Management concluded disclosure controls and procedures were not effective as of June 30, 2026, and the company faces three active lawsuits, including a $2.6 million yacht-fraud claim and a tortious-interference suit from OneWater Marine, alongside $5.5 million of acquisition-related goodwill exposed to impairment risk.
OTH: 8-K · earnings release
NextBoat Inc. reported record fiscal Q2 2026 revenue of $59.1 million, up 88.4% year-over-year from $31.3 million, on a company-record 255 boats sold and roughly 138% growth in units transacted. Pre-owned boat sales rose 104.4% compared to the second quarter of 2025. Gross profit doubled to $9.5 million with gross margin expanding to 16.1% from 15.2%, driven by higher-margin service, brokerage, and finance revenue from the Apex Marine and Bellhart acquisitions. The broker network expanded to 111 brokers, two acquisitions closed, and the MarineMax strategic partnership advanced. Despite the top-line surge, the company swung to a net loss of $2.1 million (EPS of -$0.08) from prior-year net income of $0.6 million, as salaries and wages rose 127.8%, SG&A jumped 259.7%, and net interest expense doubled to $1.2 million. Adjusted EBITDA was essentially flat at $0.8 million. Management maintained full-year 2026 revenue guidance of $165 million to $170 million. Cash fell to $7.7 million from $12.4 million at year-end while floor plan borrowings climbed to $51.6 million against $12.1 million of stockholders' equity, highlighting rising leverage funding the inventory build.
NextBoat Inc. announced that it will release its second quarter 2026 financial and operating results after the market close on Thursday, August 13, 2026. The company will host a live earnings conference call at 4:30 p.m. Eastern time on the same day to discuss the results. Investors can access the call via dial-in or webcast through the Investor Relations section of the NextBoat website. NextBoat operates as a vertically integrated, technology-driven marine marketplace and is one of the largest buyers and sellers of used boats in the United States.
OTH: 8-K · ticker change
NextBoat Inc., formerly known as Off The Hook YS Inc., has completed a corporate rebrand that includes changing its name to NextBoat Inc. and its trading symbol to “NXB” on the NYSE American. The change became effective on May 28, 2026, following the filing of a Certificate of Amendment to the Company’s Articles of Incorporation with the Nevada Secretary of State. The rebrand signals the company's strategic evolution from a traditional yacht brokerage to a technology-driven platform focused on modernizing the pre-owned boat market through artificial intelligence and automation. Off The Hook Yachts will continue to operate as a core division of NextBoat, driving inventory acquisition and brokerage transactions. Management described the move as a defining moment, highlighting the opportunity to build an infrastructure layer for the boating market similar to the transformation seen in the automotive retail sector. No action is required by existing shareholders, and ownership positions remain unchanged.
On July 17, 2026, Michael Kosloske resigned from the Board of Directors of NextBoat Inc., effective immediately. The company stated that his resignation was not due to any disagreement regarding the company's operations, policies, or practices. To fill the vacancy, the Board appointed Zebulon Z. Hadley, IV as a new director effective July 23, 2026. Mr. Hadley brings extensive executive experience, having served as President and CEO of National Coatings, Inc. since 2006. In addition to his board duties, Mr. Hadley was appointed Chair of the Compensation Committee. He will serve until the next annual meeting of stockholders or until a successor is duly elected and qualified.
OTH: 8-K · other
NextBoat Inc. issued a business update announcing record transaction closings and quarterly sales for the second quarter of 2026. The company stated it expects to be at or near profitability based on preliminary results, signaling a turnaround from the prior quarter's loss. Transaction volume grew approximately 120% year-over-year while the company expanded its workforce by 42% to meet demand. Key partnerships were established with MarineMax for wholesale inventory and Newcoast for finance and insurance services. The company intends to raise its guidance for the third time this year and will report full financial results on August 14, 2026. Subsidiary APEX achieved profitability in the quarter, while Bellhart reduced legacy inventory to prepare for renewed growth.
OTH: 8-K · material agreement
NextBoat entered into a Strategic Partnership and Revenue Sharing Agreement with MarineMax, the world’s largest recreational boat retailer, to collaborate on pre-owned vessel transactions using the NextBoat AI Platform. MarineMax will prioritize NextBoat as a preferred wholesale buyer and utilize the AI platform for trade-ins and inventory opportunities to increase transaction speed and revenue. As consideration, NextBoat will issue warrants to MarineMax to purchase up to 1,250,000 shares of common stock, representing approximately 5.2% of current outstanding shares. The warrants include 250,000 sign-on warrants at an exercise price of $3.25, with additional performance-based warrants vesting upon MarineMax achieving annual wholesale volume milestones ranging from $50 million to $200 million. The partnership establishes the first enterprise-scale deployment of the NextBoat platform, integrating AI-driven valuations and real-time bidding into MarineMax’s operations. This collaboration aims to modernize the fragmented wholesale process and create potential recurring revenue streams through financing and insurance services facilitated by MarineMax’s Newcoast arm.
OTH: 8-K/A · acquisition merger
NextBoat Inc. filed an amendment to its Form 8-K to provide the financial statements and unaudited pro forma financial information required for its acquisition of Apex Marine, which closed on May 13, 2026. The aggregate purchase price was approximately $5.97 million, funded through $1.2 million in cash, the issuance of 679,012 shares of common stock valued at $1.8 million, and two promissory notes totaling approximately $2.97 million. The unaudited pro forma condensed combined financial information shows that the acquisition is expected to contribute approximately $30 million in annual revenue. For the year ended December 31, 2025, the pro forma combined net revenue was approximately $149.8 million with a net loss of roughly $4.4 million. The audited financial statements of Apex Marine included in the filing indicate that the target incurred a net loss and generated negative cash flows from operating activities, which raised substantial doubt about its ability to continue as a going concern prior to the acquisition. NextBoat believes the acquisition will provide operational support and liquidity to address these concerns.
NextBoat Inc. announced that its Autograph Yacht Group division completed the sale of a 2009 Abeking & Rasmussen 60-meter superyacht with a last asking price of $45 million. This represents the largest brokerage transaction in the company's history and signals its entry into the top tier of the global luxury market. Management highlighted that this milestone validates the company's growth strategy to attract world-class broker talent and expand its addressable market upward. Superyacht transactions of this scale generate significantly higher commission revenue compared to mid-market deals. The company views the deal as a tangible proof point of its platform's ability to serve every segment of the marine market. NextBoat expects similar high-caliber transactions to become an increasingly consistent part of its revenue mix as it recruits top producers.
NextBoat Inc. and its subsidiary entered into a Master Loan Agreement with RLLT Capital, LLC to obtain financing for the acquisition of pre-owned boat inventory. The lender funded an initial loan of $2.0 million under this facility, which allows for future borrowing at the lender's discretion. Loans under the agreement bear simple interest at 15.0% per annum and mature 180 days after funding, though borrowers may extend the term by 90 days for a 2% premium. The company also agreed to pay a 1% origination fee and a 5% profit participation on the gross profit realized from the sale of the financed boats. President and controlling shareholder Jason Ruegg entered into a Personal Guaranty and Stock Pledge Agreement to secure the obligations, pledging shares with a collateral value of at least $5.0 million. Ruegg Capital Group, Inc., an affiliate under common control, also joined the guaranty agreement.
OTH: 8-K · proxy statement
NextBoat Inc. held its annual meeting of stockholders on June 24, 2026, with 17,799,178 shares represented virtually or by proxy, constituting a quorum. As of the record date of May 4, 2026, there were 24,355,000 shares of common stock outstanding and entitled to vote. Stockholders elected seven director nominees to serve one-year terms, including Brian John, Jason Ruegg, Andrew Simmons, Mike Kosloske, Mary Reynolds, Jim Segrave, and George Jousma. All director nominees received votes in favor ranging from approximately 16.9 million to 16.96 million, with zero votes against. The stockholders ratified the appointment of M&K CPAS PLLC as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. Additionally, the First Amended and Restated 2025 Equity Incentive Plan was approved, receiving 16,286,014 votes for and 743,753 votes against.
NextBoat Inc. reported strong integration progress following its May 1, 2026 acquisition of Apex Marine Companies, successfully transitioning inventory and centralizing operations at its Miami location. Since the acquisition, the APEX sales team has sold 15 vessels across multiple categories, with additional transactions currently pending for June. The company has identified approximately $90,000 in monthly SG&A reductions by closing its Haulover location and optimizing vendors and personnel, while also expanding service capacity at its main facility.
NextBoat Inc. reported strong second quarter growth for its Autograph Yachts division, surpassing its first-year transaction volume target of $100 million by more than 30% within ten months of operation. Since launching in September 2025, the division has facilitated approximately $132 million in brokerage and trade transactions. The division facilitated 31 yacht transactions in the second quarter, a 41% increase from the prior quarter, with gross sales volume rising by approximately $43 million. Autograph trade activity reached $23.3 million in the quarter, contributing to a total transaction volume that nearly doubled the approximately $35 million achieved in the first quarter. NextBoat expanded its brokerage listing inventory from approximately $100 million to $190 million and is establishing a new office in Coconut Grove, Miami. The company added five new brokers during the quarter and continues to invest in geographic expansion and talent acquisition within the $57 billion U.S. marine industry.
NextBoat Inc. Completes Corporate Rebrand and Begins Trading Under "NXB" on NYSE American
NextBoat Inc. has officially completed its corporate rebrand and ticker change, transitioning from Off The Hook YS Inc. (OTH) to NextBoat Inc. (NXB) on the NYSE American. The company describes the shift as an evolution from a traditional yacht brokerage into an AI-powered technology platform for the pre-owned boat market. Off The Hook Yachts will continue to operate as a core division within the new structure, driving inventory acquisition and brokerage transactions.
Off The Hook YS To Rebrand as NextBoat and Change Ticker Symbol to "NXB"
OTH: DEF 14A · proxy statement
Off The Hook YS Inc. (OTH) is soliciting proxies for its 2026 Annual Meeting of Stockholders, to be held virtually on June 24, 2026. The company, which completed its IPO in November 2025, is asking shareholders to vote on three proposals: the election of seven director nominees, the ratification of M&K CPAS PLLC as independent auditor, and the approval of an amended 2025 Equity Incentive Plan. The most significant proposal is the amendment to the equity plan, which increases the share reserve from 4 million to 6 million shares and introduces an automatic annual evergreen provision. This one-time increase represents approximately 7.2% of fully diluted shares outstanding, while the evergreen provision allows for up to 750,000 additional shares annually (approx. 2.7% dilution). The board states this is necessary to attract and retain talent, noting the current reserve is insufficient. The proxy also discloses related party transactions, including a $300,000 outstanding loan from the CEO’s uncle and $2.8 million in member distributions made prior to the IPO, of which the founder received $2.6 million. The company qualifies as a controlled company due to Jason Ruegg’s 58% voting power, exempting it from certain NYSE American governance requirements such as having a majority independent board.
Off The Hook YS Inc. (OTH) reported Q1 2026 revenue of $29.8 million, a 9.6% increase year-over-year, driven by a 31.8% surge in pre-owned boat sales to $27.8 million. Despite top-line growth, the company posted a net loss of $3.5 million and an adjusted EBITDA loss of $1.4 million, primarily due to increased operating expenses including $1.8 million in stock-based compensation and higher salaries as it transitions to a public company structure. The company’s liquidity position tightened, with cash declining from $12.4 million to $5.3 million and working capital dropping by $4.1 million to $4.9 million. This was largely driven by a $20.3 million increase in inventory, financed by a corresponding rise in floor plan notes payable to $40.0 million. Management stated that existing cash and borrowing capacity are sufficient for short-term needs. In a significant subsequent event, OTH completed the acquisition of Apex Marine and its affiliates for approximately $6.0 million in cash, stock, and promissory notes. The company also disclosed that its disclosure controls and procedures were not effective as of March 31, 2026, due to ongoing efforts to formalize internal controls following its IPO. Additionally, OTH is pursuing the acquisition of Bellhart Marine Group for approximately $0.8 million.
Off The Hook YS Inc. (OTH) reported Q1 2026 revenue of $29.8 million, a 9.6% year-over-year increase, driven by a 31.8% surge in pre-owned boat sales and record unit volume of 127 boats sold. The company raised its full-year 2026 revenue guidance to $165–$170 million, up from the prior range of $155–$160 million, citing strong momentum into the second quarter and successful expansion of its broker network. Despite top-line growth, the company reported a net loss of $3.5 million compared to a $290,000 profit in the same period last year, primarily due to a 244% increase in salaries and wages to $3.1 million following its IPO. Operating expenses surged 225% to $6.0 million, including $1.8 million in stock-based compensation, resulting in an operating loss of $2.9 million and adjusted EBITDA of -$1.4 million. The filing also confirms the completion of the acquisition of Apex Marine entities in South Florida, which adds physical infrastructure for storage, service, and resale. Cash and equivalents stood at $5.3 million at quarter-end, while total debt, dominated by $40 million in floor plan financing, totaled approximately $43 million.
Off The Hook Yachts to Announce 2026 First Quarter Financial and Operating Results on Thursday, May 14, 2026
Off The Hook Yachts Expands Into New Boat Sales With Sportsman And Phenom Brands, Powered By Unique Storage Ecosystem
