OFF THE HOOK YS INC.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under §240.14a-12

OFF THE HOOK YS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.

☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

LETTER TO STOCKHOLDERS

May 15, 2026

You are cordially invited to attend the Annual Meeting of Stockholders (the “Annual Meeting”) of Off the Hook YS Inc., which will be held on June 24, 2026 at 11:00 a.m. Eastern Time. The Company will be holding the Annual Meeting via a live webcast, see page 1 of the Proxy Statement for instructions regarding access to the virtual meeting.

The matters expected to be acted upon at the meeting are described in detail in the accompanying Notice of Annual Meeting of Stockholders and Proxy Statement.

In accordance with U.S. Securities and Exchange Commission rules, we are using the Internet as our primary means of furnishing proxy materials to our stockholders. Because we are using the Internet, most stockholders will not receive paper copies of our proxy materials. We will instead send our stockholders a notice with instructions for accessing the proxy materials and voting via the Internet. This notice also provides information on how our stockholders may obtain paper copies of our proxy materials if they choose. We believe the use of the Internet makes the proxy distribution process more efficient and less costly and helps in conserving natural resources.

The Proxy Statement, the accompanying form of proxy card, the Notice of Annual Meeting of Stockholders, and the 2025 Annual Report on Form 10-K are available at www.cleartrustonline.com/OTH and may also be accessed through our website at www.offthehookyachts.com under the “Financials” section of the investor relations tab. If you would like to receive a paper or e-mail copy of these documents, you must request one. There is no charge to you for requesting a copy.

You are entitled to vote at our Annual Meeting only if you were a stockholder as of May 4, 2026.

Your vote is important. Please cast your vote as soon as possible over the Internet, by telephone, or by completing and returning the proxy card to ensure that your shares are represented. Your vote by written proxy will ensure your representation at the Annual Meeting regardless of whether or not you attend the Annual Meeting virtually. Returning the proxy does not deprive you of your right to attend the Annual Meeting virtually to vote your shares.

On behalf of our Board of Directors and our employees, we thank you for your continued interest in and support of our company. We look forward to the Annual Meeting on June 24, 2026.

Sincerely,

Jason Ruegg

Founder, President and Chairman of the Board of Directors

Off The Hook YS Inc.

1701 Jel Wade Dr.

Wilmington, NC 28401

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held Virtually via the Internet on June 24, 2026

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Off The Hook YS Inc. (the “Company”) will be held in a completely virtual format on June 24, 2026, at 11:00 a.m. Eastern Time for the following purposes:

The Proxy Statement accompanying this notice describes each of these items of business in detail. The Board of Directors has fixed the close of business on May 4, 2026 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournments or postponements of the Annual Meeting. Accordingly, only stockholders of record at the close of business on May 4, 2026 are entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements of the Annual Meeting.

Your vote is important. Whether or not you expect to virtually attend the Annual Meeting, please vote via the Internet, by telephone, or complete, date, sign and promptly return the proxy card so that your shares may be represented at the meeting.

By Order of the Board of Directors,

/s/ Chad Corbin

Chad Corbin

Chief Financial Officer

Wilmington, NC

May 15, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE

ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 24, 2026.

This Notice of Annual Meeting of Stockholders, the Proxy Statement, form of proxy card and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available at

www.cleartrustonline.com/OTH.

IMPORTANT NOTICE REGARDING THE VIRTUAL ANNUAL MEETING

The format of the virtual Annual Meeting ensures that stockholders are afforded the same rights and

opportunities to participate as they would have at an in-person meeting, using online tools to ensure

stockholder access and participation. For more information about the virtual Annual Meeting, see “About the Meeting” in this Proxy Statement.

TABLE OF CONTENTS

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Off The Hook YS Inc.

1701 Jel Wade Dr.

Wilmington, NC 28401

PROXY STATEMENT