OFF THE HOOK YS INC.

Item 1A. Risk factorsFactors.

Our business, financial condition, and results of operations are subject to various risks and uncertainties, including those described in Part I, Item 1A, Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025.

There have been no material changes to those risk factors previously disclosed in our Registrexcept as set forth below. You should carefully consider those risk factors, together with the other information Statement filed with the Securities and Exchange Commissicontained in this Quarterly Report on Form 10-Q.

We may not successfully complete or integrate acquisitions, which could adversely affect our business, financial condition, and results of operations.

We have completed, and are actively pursuing, strategic acquisitions as part of our growth strategy, including the pending acquisition of Bellhart Marine Group, LLC and the recently completed acquisition (the SEC) pursuant to Ruof Apex Marine Sales, LLC and its affiliates (see Note 18 Subsequent Events). These transactions involve significant risks, including the inability to complete pending acquisitions on favorable 424(b) on [insert date of prospectus filing] iterms or at all, the need to obtain additional financing on acceptable terms, and the potential diversion of managements attention from our existing operations. If completed, acquisitions may present integration challenges, including difficulties in connection with our public offering.

The risk factors described in that filmbining operations, technology systems, and personnel, retaining key employees, and may result in the assumption of unknown or contingent liabilities. We may also be required to record goodwill and other intangible assets that are subject to impairment testing on a regular basis and potential periodic impairment charges. In addition, we may not realize the anticipated benefits of such acquisitions, including expected synergies, cost savings, or revenue growth, and the costs of integrating continue to appacquired businesses may exceed our current estimates. Any of these factors could adversely toaffect our business and o, financial condition, and results of operations. You sh

We are subject to litigation that could carefully reviewadversely affect our business and consider financial condition.

We are, and may in the information described under Risk Factors future become, subject to various legal proceedings, claims, and governmental investigations in the ordinary course of business and otherwise. Such matters are subject to many uncertainties, and outcomes are not predictable. An adverse outcome in that filing, together with the other informone or more of these matters could have a material adverse effect on our financial condition, results of operations, or cash flows. Even where we ultimately prevail, litigation can be costly and time-consuming and may divert the attention of management and key personnel from business operation in ts. See Note 17. Commitments and Contingencies to our Condensed Consolidated Financial Statements included in this Quarterly Report on Ffor additional inform 10-Qation regarding our pending legal proceedings.