GORV Lazydays Holdings Inc

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION 

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported):

February 12, 2025

 

LAZYDAYS HOLDINGS, INC. 

(Exact name of registrant as specified in its charter)

 

Delaware		001-38424		82-4183498
(State or other jurisdiction  of incorporation)		(Commission  File Number)		(IRS Employer  Identification No.)

 

4042 Park Oaks Blvd., Suite 350, Tampa, Florida		33610
(Address of principal executive offices)		(Zip Code)

 

Registrant’s telephone number, including area code

(813) 246-4999

 

N/A 

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		GORV		Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 8.01 Other Events.

 

On February 12, 2025, Lazydays Holdings, Inc. (the “Company”) issued a press release announcing the closing on February 12, 2025 of its previously announced rights offering, which expired at 5:00 p.m., New York time, on February 5, 2025. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 9.01 Exhibits.

 

(d) Exhibits

 

Exhibit No.		Description
99.1		Press Release, dated February 12, 2025.
104		Cover Page Interactive Data File (formatted as inline XBRL).

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	LAZYDAYS HOLDINGS, INC.
Date: February 12, 2025	By	/s/ Ronald K. Fleming
		Ronald K. Fleming
		Interim Chief Executive Officer

 

 

Exhibit 99.1 

 

 

 

LAZYDAYS HOLDINGS, INC. ANNOUNCES CLOSING OF RIGHTS OFFERING

 

Tampa, FL (February 12, 2025) – Lazydays Holdings, Inc. (“Lazydays” or the “Company”) (NasdaqCM: GORV) announced today the closing of its previously announced rights offering (the “Rights Offering”).

 

Pursuant to the terms of the Rights Offering, 34,334 shares of the common stock, par value $0.0001 per share (the “Common Stock”), were purchased pursuant to the exercise of basic subscription rights, and 1,548 additional shares of Common Stock were purchased pursuant to the over-subscription privilege. As sufficient shares of Common Stock were available after the expiration of the subscription period to satisfy all over-subscription privilege requests, the Company honored all over-subscription privilege requests in full. In the aggregate, the Company issued 35,882 shares of Common Stock at the subscription price of $1.03 per whole share of Common Stock at the closing of the Rights Offering on February 12, 2025 (the “Closing”).

 

The Company received approximately $36,958.46 in gross proceeds from the Rights Offering. As further described in the registration statement and prospectus for the Rights Offering, the Company expects to use the proceeds from the Rights Offering for working capital and general corporate purposes, including repayment of indebtedness.

 

Pursuant to the terms of the Rights Offering, the subscription rights (the “Rights”) that were not properly exercised by 5:00 p.m., Eastern Time, on February 5, 2025 expired and became of no further force or effect. The Rights Offering is terminated with respect to shares not issued at the Closing.

 

The Rights Offering was made pursuant to the Company’s registration statement on Form S-1 (File No. 333-283548), as amended, which was declared effective by the Securities and Exchange Commission (the “SEC”) on January 13, 2025. A final prospectus describing the terms of the Rights Offering was filed with the SEC on January 13, 2025.

 

This press release does not constitute an offer to sell or a solicitation of an offer to buy any of the Rights, Common Stock or any other securities, nor will there be any offer, solicitation or sale of any of the Rights, Common Stock or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or other jurisdiction.

 

About Lazydays

 

Lazydays has been a prominent player in the RV industry since our inception in 1976, earning a stellar reputation for delivering exceptional RV sales, service, and ownership experiences. Our commitment to excellence has led to enduring relationships with RVers and their families who rely on us for all of their RV needs.

 

 

Our wide selection of RV brands from top manufacturers, state-of-the-art service facilities, and an extensive range of accessories and parts ensure that Lazydays is the go-to destination for RV enthusiasts seeking everything they need for their journeys on the road. Whether you’re a seasoned RVer or just starting your adventure, our dedicated team is here to provide outstanding support and guidance, making your RV lifestyle truly extraordinary.

 

Lazydays is a publicly listed company on the Nasdaq stock exchange under the ticker “GORV.”

 

Forward Looking Statements

 

This press release includes “forward-looking statements” within the meaning of the “Safe-Harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward looking statements include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future financing transactions and business strategy, and often contain words such as “project,” “outlook,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “estimate,” “may,” “seek,” “would,” “should,” “likely,” “goal,” “strategy,” “future,” “maintain,” “continue,” “remain,” “target” or “will” and similar references to future periods. Examples of forward-looking statements in this press release include, among others, statements regarding the anticipated use of proceeds from the Rights Offering.

 

By their nature, forward-looking statements involve risks and uncertainties because they relate to events that depend on circumstances that may or may not occur in the future. Forward-looking statements are not guarantees of future performance, and our actual results of operations, financial condition and liquidity and development of the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements in this press release. The risks and uncertainties that could cause actual results to differ materially from estimated or projected results include, without limitation, future economic and financial conditions (both nationally and locally), changes in customer demand, our relationship with, and the financial and operational stability of, vehicle manufacturers and other suppliers, risks associated with our indebtedness (including our ability to obtain further waivers or amendments to credit agreements, the actions or inactions of our lenders, available borrowing capacity, our compliance with financial covenants and our ability to refinance or repay indebtedness on terms acceptable to us), acts of God or other incidents which may adversely impact our operations and financial performance, government regulations, legislation and others set forth throughout under the headers “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Risk Factors” and in the notes to our financial statements, in our most recent Quarterly Report on Form 10-Q, Annual Report on Form 10-K and from time to time in our other filings with the SEC. We urge you to carefully consider this information and not place undue reliance on forward-looking statements. We undertake no duty to update our forward-looking statements, which are made as of the date of this press release.

 

Contact

 

investors@lazydays.com

 

 

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Cover	Feb. 12, 2025
Cover [Abstract]
Document Type	8-K
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Document Period End Date	Feb. 12, 2025
Entity File Number	001-38424
Entity Registrant Name	LAZYDAYS HOLDINGS, INC.
Entity Central Index Key	0001721741
Entity Tax Identification Number	82-4183498
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	4042 Park Oaks Blvd.
Entity Address, Address Line Two	Suite 350
Entity Address, City or Town	Tampa
Entity Address, State or Province	FL
Entity Address, Postal Zip Code	33610
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Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock
Trading Symbol	GORV
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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