NextBoat Secures $5 Million Revolving Credit Line with Stock Pledge and Warrant

NextBoat Inc. has entered into a financing agreement that provides its subsidiary, Off The Hook Yacht Sales NC, LLC, with a revolving line of credit. The agreement, dated October 23, 2026, was approved by the Company’s Board of Directors and provides a commitment of up to $5.0 million in aggregate principal amount outstanding at any time.

The facility is intended to fund working capital, inventory purchases, and related business purposes. On October 22, 2026, the lender, RLLT Capital, LLC, funded an initial advance of $2.0 million. Off The Hook may request subsequent advances in increments of $1.0 million or integral multiples thereof.

Under the terms of the Revolving Credit Agreement, advances accrue interest at a fixed rate of 12.99% per annum, payable monthly in arrears. This rate increases by 2.0% per annum during the continuance of an event of default. The Company has unconditionally guaranteed Off The Hook’s obligations under the agreement. The advances are unsecured as to the assets of Off The Hook and the Company, but are secured by a pledge of the Company’s common stock.

As part of the transaction, Ruegg Capital Group, Inc. and Jason Ruegg, the Company’s President and controlling stockholder, pledged 7,874,000 shares of common stock to the Lender. Based on a ten-day volume-weighted average price of $1.905236 per share, the pledged shares have an aggregate market value of approximately $15.0 million. These shares represent approximately 31.3% of the 25,142,895 shares of common stock outstanding as of August 13, 2026.

In addition to the credit facility, the Company agreed to issue a common stock purchase warrant to the Lender. The warrant allows the purchase of 100,000 shares of common stock at an exercise price of $2.50 per share. The warrant will be fully vested and non-forfeitable upon issuance, with a five-year term. The warrant shares are to be issued in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act of 1933.

The transaction was approved by the Audit Committee of the Board of Directors on October 22, 2026, and by the disinterested members of the Board on October 23, 2026. Mr. Ruegg abstained from the vote on October 23.