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STOCKHOLDERS’ EQUITY
 12 Months Ended
Dec. 31, 2025
Equity [Abstract]  
STOCKHOLDERS’ EQUITY

NOTE 17. STOCKHOLDERS’ EQUITY

 

Common stock

 

On January 3, 2025, Off The Hook YS Inc. was incorporated in Nevada and became the holding company pursuant to the Reorganization described in Note 1. The total authorized shares of common stock were 100,000,000 shares, each common stock is entitled to one vote.

 

Each common stock has $0.001 par value. As of December 31, 2025 and 2024, the Company had issued and outstanding shares of common stock of 24,020,000 and 20,000,000, respectively.

 

Preferred Stock

 

The Company authorized 100,000 shares of blank check preferred stock in one or more series or classes and to designate the rights, preferences and privileges of each series or class, which may be greater than the rights of our Common Stock. There are no shares of preferred stock designated or outstanding as of December 31, 2025, and 2024.

 

Additional Paid-in Capital

 

During the year ended December 31, 2024, the Company received additional member contributions totaling $920,969 for related party loan forgiveness, which were recorded in additional paid-in capital. During the year ended December 31, 2025, the Company received $2,644 in cash for member contributions. No equity securities were issued in connection with these capital contributions.

 

On November 14, 2025, the Company completed its initial public offering (“IPO”) of 3,750,000 common stock, par value $0.001 per share, at a public offering price of $4.00 per share, resulting in net proceeds of approximately $ 13.4 million, after deducted underwriting discounts and offering expenses.

 

Member Distribution

 

The Company’s member distribution for the years ending December 31, 2025 and 2024, were $2.8 million and $0.7 million, respectively.

 

All distributions in the year 2025 occurred prior to November 24, 2025, the closing date of the initial public offering.

 

Equity Incentive Plan

 

On April 29, 2025, the Company’s Board of Directors and stockholders approved the 2025 Stock Incentive Plan, or the 2025 Plan. Compensation Committee has full authority to determine the recipients and terms of the grants. The plan has a pool of 4,000,000 shares that it is allowed to grant to employees and contractors.

 

Common Stock Payable

 

On April 25, 2025, The Company committed 100,000 shares of common stock with a fair value of $3.50 per share in connection with the purchase of an intangible asset. These shares have not been issued and therefore remain as a Common Stock Payable in Stockholders’ Equity.

 

 

Restricted Stock Unit

 

Following completion of the IPO on November 14, 2025, pursuant to their letter agreements, the Company awarded 3,581,500 restricted stock units (“RSUs”) under the Plan to its employees and contractors. The vesting terms range from immediate vesting to five years and more than 50% of the awards granted have a performance condition associated with them. The fair value of the RSUs was determined to be based on current stock price on the grant date. During the year ended December 31, 2025, the Company granted 3,581,500 shares of RSUs and recorded $1,800,629 of stock-based compensation expense. No RSU shares or stock-based compensation expenses were recorded during the year ended December 31, 2024. There was no forfeiture of RSUs occurred during the year ended December 31, 2025 and 2024. As of December 31, 2025 and 2024, the unvested number of RSUs was 3,311,500 and nil, respectively.

 

Information relating to RSU grants is summarized as follows:

 

   Total RSUs Issued   Total Fair Market Value of RSUs Issued as Compensation (1) 
RSUs granted, but not vested, at January 1, 2024   -    - 
RSUs granted   -    - 
RSUs forfeited   -    - 
RSUs vested   -    - 
RSUs granted, but not vested, at December 31, 2024   -    - 
RSUs granted   3,581,500    11,574,655 
RSUs forfeited   -    - 
RSUs vested   (270,000)   (862,900)
RSUs granted, but not vested, at December 31, 2025  $3,311,500   $10,711,755 

 

(1)The total fair value was based on the current stock price on the grant date.

 

As of December 31, 2025, of the 3,581,500 vested RSUs, 270,000 shares of Common Stock were issued, including 270,000 shares issued during the current year.