LAZY Lazydays Holdings Inc

Lazydays Holdings, Inc. (the “Company,” “we,” “us” or “our”) is distributing to the holders (collectively, the “Holders”) of our common stock, par value $0.0001 per share (the “Common Stock”), our pre-funded warrants (the “Warrants”) and our series A convertible preferred stock (the “Series A Preferred Stock”) non-transferable rights (the “Rights”) to purchase up to an aggregate of $100,000,000 in shares of our Common Stock at a cash subscription price of $6.399 per share (the “Rights Offering”). Assuming the Rights Offering is fully subscribed, we currently expect to receive aggregate gross proceeds of $100,000,000. You will not be entitled to receive any Rights unless you are a Holder of record as of 5:00 p.m., New York City time, on October 23, 2023 (the “Record Date”). Holders, as of the Record Date, will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock owned.

The Rights will expire if they are not exercised by 5:00 p.m., New York City time, on November 14, 2023, the expected expiration date of this Rights Offering. We, in our sole discretion, may extend the period for exercising the Rights. Rights which are not exercised by the expiration date of the Rights Offering will expire and will have no value. You should carefully consider whether or not to exercise your Rights before the expiration date. Once you have exercised your Rights, your exercise may not be revoked.

Rights may only be exercised in whole numbers of shares of Common Stock, and we will not issue fractional shares. Each Right will entitle you to purchase 0.770 of a share at a subscription price per whole share of Common Stock equal to $6.399. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share for purposes of determining the number of shares of our Common Stock for which you may subscribe, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering. Each Right consists of a basic subscription right (the “Basic Subscription Right”) and an over-subscription right (the “Over-Subscription Right”). The Rights under the Basic Subscription Right will be distributed in proportion to Holders’ holdings on the Record Date. If you exercise your Basic Subscription Right in full, and other Holders do not, you will be entitled to an Over-Subscription Right to purchase a portion of the unsubscribed shares at the subscription price, subject to the availability and pro rata allocation of Common Stock among persons exercising this Over-Subscription Right. See “Questions & Answers — What are the limitations of the Over-Subscription Right?”

Exercising the Rights and investing in our Common Stock involve significant risks. We urge you to read carefully the section titled “Risk Factors” beginning on page 17 of this prospectus, the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and all other information included or incorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights.

Our Common Stock is listed on the Nasdaq Capital Market tier of The Nasdaq Stock Market LLC (“Nasdaq”) under the symbol “LAZY.” On October 19, 2023, the last reported sale price of our Common Stock was $8.22. The Rights are non-transferrable, except that Rights will be transferable by operation of law (e.g., by death) or by such Holders that are closed-end funds to funds affiliated with such Holders. The Rights will not be listed for trading on Nasdaq or any other stock exchange or market. You are urged to obtain a current price quote for our Common Stock before exercising your Rights.

Neither the Company, the Special Committee (as defined below), nor our board of directors (the “Board”) makes any recommendation to Holders regarding whether they should exercise or let lapse their Rights. You should carefully consider whether to exercise your Rights before the expiration of the Rights Offering period. All exercises of Rights are irrevocable.

Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC (“Coliseum”), clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.

The terms of the Rights Offering were determined by a special independent committee of our Board (the “Special Committee”), composed solely of independent directors from our Board, that has authority to approve any additional amendments (including pricing terms), modifications or termination of the Rights Offering. Our Special Committee reserves the right to terminate the Rights Offering for any reason any time before the completion of the Rights Offering. If we terminate the Rights Offering, all subscription payments received will be returned as soon as practicable, without interest or penalty.

This Rights Offering is being made directly by us. We are not using an underwriter or selling agent. Broadridge Corporate Issuer Solutions, LLC will serve as the subscription agent (“Subscription Agent”) and the information agent (“Information Agent”) for the Rights Offering. The Subscription Agent will hold the funds we receive from subscribers until we complete, abandon or terminate the Rights Offering. If you want to participate in this Rights Offering and you are the record holder of your securities, we recommend that you submit your subscription documents to the Subscription Agent well before the deadline. If you want to participate in this Rights Offering and you hold securities through your broker, dealer, bank, or other nominee, you should promptly contact your broker, dealer, bank, or other nominee and submit your subscription documents in accordance with the instructions and within the time period provided by your broker, dealer, bank, or other nominee. For a more detailed discussion, see “The Rights Offering — The Rights” beginning on page 28.

If you have any questions or need further information about this Rights Offering, please contact the Information Agent toll-free at 888-789-8409 or via email at shareholder@broadridge.com. It is anticipated that delivery of the shares of Common Stock purchased in this Rights Offering will be made on or about November 21, 2023 (the fifth business day following the expiration date), unless the expiration date is extended.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

Unless otherwise stated or the context otherwise requires, the terms “Lazydays,” the “Company,” “we,” “us” and “our” refer to Lazydays Holdings, Inc. and its subsidiaries.

You should read this prospectus, the documents incorporated by reference into this prospectus, and any prospectus supplement or free writing prospectus that we may authorize for use in connection with this offering in their entirety before making an investment decision. You may read the other reports we file with the Securities and Exchange Commission (the “SEC”) at the SEC’s website or at the SEC’s offices described below under the heading “Incorporation of Information by Reference.” These documents contain important information you should consider when making your investment decision.

We have not authorized anyone to provide you with any information other than that contained in or incorporated by reference into this prospectus, or in any free writing prospectuses we have authorized for use in connection with this offering. We take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you.

You should assume that the information in this prospectus is accurate only as of the date on the front cover of this prospectus, and any information we have incorporated by reference is accurate only as of the date of the document incorporated by reference, in each case, regardless of the time of delivery of this prospectus or any exercise of the Rights. Our business, financial condition, results of operations and prospects may have changed since that date.

Market data and other statistical information incorporated by reference into this prospectus are based on independent industry publications, government publications, reports by market research firms and other published independent sources. Some data is also based on our good faith estimates, which we derive from our review of internal surveys and independent sources. Although we believe these sources are reliable, we have not independently verified the information. We neither guarantee its accuracy nor undertake a duty to provide or update such data in the future.

This prospectus and the documents incorporated by reference into this prospectus may include trademarks, service marks and tradenames owned by us or other companies. All trademarks, service marks and trade names included or incorporated by reference in this prospectus and the documents incorporated by reference into this prospectus are the property of their respective owners.

We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. No action is being taken in any jurisdiction outside the United States to permit a public offering of our securities or possession or distribution of this prospectus in that jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to this offering and the distribution of this prospectus applicable to those jurisdictions.

This Rights Offering is being made directly by us. We have retained Broadridge Corporate Issuer Solutions, LLC to serve as our Subscription Agent and as our Information Agent for this Rights Offering.

Certain statements in this Registration Statement on Form S-1 constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical facts included in this Registration Statement on Form S-1 and the prospectus, including, without limitation, the Company’s future financial position, revenue and EBITDA contribution of acquired businesses, business strategy, budgets, projected costs and plans and objectives of management for future operations, are “forward-looking” statements. Forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “will,” “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “estimate” or “continue” or the negative of such words or variations of such words and similar expressions. These statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements and the Company can give no assurance that such forward-looking statements will prove to be correct. Important factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements, or “cautionary statements,” include, but are not limited to:

Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements contained in this prospectus and the incorporated documents are not guarantees of future performance and our actual results of operations, financial condition and liquidity, and the development of the industry in which we operate, may differ materially from such forward-looking statements. In addition, even if our results of operations, financial condition and liquidity, and events in the industry in which we operate, are consistent with such forward-looking statements, they may not be predictive of results or developments in future periods.

Any forward-looking statement that we make in this prospectus or the documents incorporated by reference speaks only as of the date of such statement. Except as required by law, we do not undertake any obligation to update or revise, or to publicly announce any update or revision to, any of the forward-looking statements, whether as a result of new information, future events or otherwise, after the date of this prospectus.

The following are examples of what we anticipate will be common questions about the Rights Offering. The answers are based on selected information from this prospectus and the documents incorporated by reference in this prospectus. The following questions and answers do not contain all of the information that may be important to you and may not address all of the questions that you may have about the Rights Offering. This prospectus and the documents incorporated by reference in this prospectus contain more detailed descriptions of the terms and conditions of the Rights Offering and provide additional information about us and our business, including potential risks related to the Rights Offering and the shares of our Common Stock.

Exercising the Rights and investing in our Common Stock involves significant risks. We urge you to carefully read the section titled “Risk Factors” beginning on page 17 of this prospectus and the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and all other information included or incorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights.

A: The Rights Offering is a distribution of Rights on a pro rata basis to Holders of our Common Stock, Warrants and Series A Preferred Stock (in the case of the Warrants and the Series A Preferred Stock, on an as-converted basis) who hold such securities as of 5:00 p.m., New York City time, on October 23, 2023, the Record Date. “Pro rata” means, in proportion to the number of total shares of our Common Stock that our Holders hold on the Record Date on an as-converted basis. You will receive one Right for every share of Common Stock owned or issuable upon exercise or conversion of Warrants and Series A Preferred Stock owned as of the Record Date. We will not issue fractional shares of Common Stock in the Rights Offering. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering.

A: In alignment with our growth strategy, we anticipate the need for additional funding. Such additional funding is expected to place us in a stronger position to pinpoint and action potential partnerships and strategic acquisitions that align with our business interests. We believe the Rights Offering empowers our security holders to acquire more Common Stock, mitigating the dilution they might experience if we opted for conventional capital market fundraising methods. Our expectation is to use the net proceeds from the Rights Offering for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities. See “Use of Proceeds” and “The Rights Offering—Reasons for the Rights Offering.”

A: Each Right entitles its Holder to purchase 0.770 of a share of our Common Stock at a subscription price of $6.399 per whole share of Common Stock. Each Right carries with it a Basic Subscription Right and an Over-Subscription Right, subject to certain limitations described below.

A: In determining the subscription price, a special Board committee of independent directors (the “Special Committee”) considered a number of factors, including: the likely cost of capital from other sources and general conditions of the securities markets, the price at which our Holders might be willing to participate in the Rights Offering, our expected business need for liquidity and capital, historical and current trading prices of our Common Stock, and the desire to provide an opportunity to our Holders to participate in the Rights Offering on a pro rata basis. The Special Committee determined that it was in the best interests of the Company’s Holders to publicly announce the subscription price so that all Holders had the opportunity to determine whether to buy or sell the Common Stock prior to the Record Date. In accordance with best practices, the Special Committee is composed solely of independent directors. As such, Mr. Shackelton neither served as a member of the Special

Committee nor participated in the Board’s decision to establish it. The Special Committee had sole authority to determine the type of offering and any other terms related to the Rights Offering. In selecting the subscription price, our Special Committee and management wanted to encourage participation in the Rights Offering and strike what they believe to be a fair balance between our capital needs and the market value of the shares of Common Stock sold to the Eligible Stockholders in this Rights Offering. The Company believes this disclosure has provided its Holders and the public with sufficient information about the Company’s expectation to sell a significant number of shares in the Rights Offering, as described herein. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of the Common Stock to be offered in the Rights Offering. You should not consider the subscription price as an indication of value of us or our Common Stock. The market price of our Common Stock may decline during or after the Rights Offering, including below the subscription price for the Common Stock. You should obtain a current quote for our Common Stock before exercising your Rights and make your own assessment of our business and financial condition, our prospects for the future, and the terms of the Rights Offering.

A: The Basic Subscription Right of each Right entitles you to purchase 0.770 of a share of Common Stock at a subscription price of $6.399 per whole share.

A: Subject to certain limitations described below, the Over-Subscription Right of each Right entitles you, if you fully exercise your Basic Subscription Right, to subscribe for additional shares of our Common Stock at the same $6.399 subscription price per share up to that number of shares of Common Stock that are offered in the Rights Offering but are not purchased by the other record holders under their Basic Subscription Rights.

Our Special Committee has decided that it is in the best interest of the Company that the Over-Subscription Right be subject to certain limitations as discussed below.

A: We will be able to satisfy your exercise of the Over-Subscription Right only if other Rights holders do not fully exercise their Basic Subscription Rights. If sufficient shares of our Common Stock are available, we will honor the over-subscription requests in full, subject to the limitations below.

If over-subscription requests exceed the number of shares which are available, we will allocate the available shares pro rata among those Rights holders who oversubscribed based on the number of shares each Rights holder subscribed for under the Basic Subscription Right. Only Record Date Holders who exercise in full all Rights issued to them are entitled to exercise the Over-Subscription Right.

A: No. We will not issue fractional shares of Common Stock in the Rights Offering. After aggregating all of the shares subscribed for by a particular Holder, including shares subscribed for pursuant to the Over-Subscription Right, any fractional shares of our Common Stock that would otherwise be created by the exercise of the Rights by that Holder will be rounded down to the nearest whole share, with such adjustments as may be necessary to ensure that we offer a maximum of 15,627,441 shares of Common Stock in the Rights Offering. Any excess subscription payments received by the Subscription Agent in respect of fractional shares will be returned promptly after the expiration of the Rights Offering without interest or deduction.

A: No. Neither the Company, the Special Committee nor our Board has, or will, make any recommendation to Holders whether to exercise or let lapse their Rights in the Rights Offering. You should make an independent investment decision about whether to exercise or let lapse your Rights based on your own assessment of our business and the Rights Offering. Holders who exercise Rights risk the loss of their investment.

A: To the extent they hold Common Stock as of the Record Date or Common Stock issuable upon exercise or conversion of Warrants or Series A Preferred Stock, our directors and executive officers are entitled to participate in this Rights Offering on the same terms and conditions applicable to all Rights holders. We expect that each of our directors and executive officers will participate in this offering, although they have not committed to do so.

Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.

A: If you wish to participate in the Rights Offering, you must take the following steps, unless your shares are held by a broker, dealer or other nominee:

Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of the Depository Trust Company (“DTC”), DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.”

If you cannot deliver your Rights Certificate to the Subscription Agent before the expiration of the Rights Offering, you may use the procedures for guaranteed delivery as described in this prospectus under “The Rights Offering – Guaranteed Delivery Procedures” beginning on page 33 of this prospectus.

If you send a payment that is insufficient to purchase the number of shares of common stock you requested, or if the number of shares of Common Stock you requested is not specified in the forms, the Subscription Agent will have the right to reject and return your subscription for correction. If the payment exceeds the subscription price for the full exercise of your Rights (to the extent specified by you), the excess will be refunded to you.

A: If you hold your shares of our Common Stock in “street name” through a broker, dealer or other nominee, then your broker, dealer or other nominee is the record holder of the shares you own. The record holder must exercise the Rights on your behalf for the shares of Common Stock you wish to purchase.

If you wish to participate in the Rights Offering and purchase shares of Common Stock, please promptly contact the record holder of your shares. We will ask your broker, dealer, or other nominee to notify you of the Rights Offering. Holders in certain jurisdictions who hold through a nominee may be required to provide additional information to their nominees in order to exercise their Rights. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering — Procedures for DTC Participants.”

A: No. We will not charge a brokerage commission or a fee to Rights holders for exercising their Rights. However, if you exercise your Rights through a broker or nominee, you will be responsible for any fees charged by your broker or nominee.

A: Yes. Your right to exercise your Rights is subject to the conditions described under “The Rights Offering — Conditions to the Rights Offering.”

A: The Record Date for this Rights Offering is October 23, 2023. If you own Common Stock as of the Record Date, you will receive Rights and may participate in the Rights Offering even if you subsequently sell your Common Stock.

A: The Rights may be exercised beginning on October 23, 2023 through 5:00 p.m., New York City time, on November 14, 2023, the expiration date of the Rights Offering, unless extended by us. Please note that if you hold your shares in “street name” through a broker, dealer, or other nominee who uses the services of DTC, DTC must receive the subscription instructions, Notice of Guaranteed Delivery (if applicable), and payment for the new shares before 2:30 p.m., New York City time, on the expiration date. See “The Rights Offering – Procedures for DTC Participants.” If you elect to exercise any Rights, the Subscription Agent must actually receive all required documents and payments from you or your broker or nominee at or before the expiration date. We have the option of extending the expiration date of the subscription period in our sole discretion.

A: As promptly as reasonably practicable after the date of this prospectus, the Subscription Agent will send a Rights Certificate to each registered Holder as of 5:00 p.m., New York City time, on the Record Date, based on our securities registry maintained at the transfer agent for our Common Stock and by our treasury department for the Warrants and Series A Preferred Stock. If you hold your shares of Common Stock through a brokerage account, bank or other nominee, you will not receive an actual Rights Certificate. Instead, as described in this prospectus, you must instruct your broker, bank or nominee whether or not to exercise Rights on your behalf. If you wish to obtain a separate Rights Certificate, you should promptly contact your broker, bank or other nominee and request a separate Rights Certificate.

A: No. You may not transfer, sell or assign any of your Rights, except that Rights will be transferable by operation of law (e.g., by death) or by such holders that are closed-end funds to funds affiliated with such Holder. For purposes of any such transfer by a closed-end fund, “affiliated” means each other funds that owns or controls directly or indirectly the holder and any fund that controls or is controlled by or is under common control with the holder. The Rights are non-transferable and will not be listed on any securities exchange or included in any automated quotation system. Therefore, there will be no market for the Rights.

A: No.

A: No.

A: No. You may exercise any number of your Rights, or you may choose not to exercise any Rights. If you do not exercise any Rights, the number of shares of our Common Stock that you own will not change.

A: No. We may choose to consummate, amend, extend or terminate the Rights Offering regardless of the number of shares of common stock actually subscribed for by stockholders.

A: Yes. Our Special Committee may decide to cancel or terminate the Rights Offering at any time before the expiration of the Rights Offering and for any reason. If our Special Committee cancels or terminates the Rights Offering, we will issue a press release notifying Holders of the cancellation or termination, and any money received from subscribing Holders will be promptly returned, without interest or deduction.

We may amend the terms of the Rights Offering or extend the subscription period of the Rights Offering.

A: Your ownership interest will be diluted to the extent that you do not exercise your Rights.

As a result of the Rights Offering, to the extent you do not exercise your Rights, you will lose any value represented by your unexercised Rights and the percentage that your original shares of Common Stock represent of our increased equity will be diluted.

See “Risk Factors — Risks Related to the Rights Offering — If you do not exercise your Rights in full, your percentage ownership and voting rights will experience enhanced dilution, including as a result of certain anti-dilution rights held by Warrant holders. Even if you decide to participate in this Rights Offering, you will experience certain dilution as a result of the anti-dilution provision of our Warrants.”

A: No. Unless our Special Committee cancels or terminates the Rights Offering, all exercises of Rights are irrevocable. You should not exercise your Rights unless you are certain that you wish to purchase shares of Common Stock at a price of $6.399 per share. See “Risk Factors — Risks Related to the Rights Offering — There may be material developments regarding us during the subscription period”. In considering whether to exercise your Rights, you should consider that all exercises of Rights are irrevocable, even if you subsequently learn information about us that you consider to be unfavorable.”

A: Assuming the Rights Offering is fully subscribed, we expect to receive aggregate net proceeds from this offering of approximately $99.6 million, after deducting estimated offering expenses incurred by us relating to the Rights Offering. We expect to use such proceeds for our growth initiatives including acquisitions and new business development activities and general corporate purposes, which may include repaying or refinancing our existing or future debt facilities.

For more information regarding the net proceeds to the Company in the Rights Offering, please refer to the section titled “Use of Proceeds.”

A: Yes. The exercise of your Rights involves risks. Exercising your Rights means buying shares of our Common Stock, and should be considered as carefully as you would consider any other equity investment. We urge you to carefully read the section titled “Risk Factors” beginning on page 17 of this prospectus and the section titled “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, and all other information included or incorporated by reference in this prospectus in its entirety before you decide whether to exercise your Rights.

In addition, Holders of the Warrants and holders of the Series A Preferred Stock are entitled to participate in the Rights Offering. See “Risk Factors—Risks Related to the Rights Offering—Holders of the Warrants and holders of the Series A Preferred Stock are entitled to participate in the Rights Offering and, although such holders have waived certain anti-dilution adjustments in connection with the Rights Offering, there can be no assurance that they will do so in the future and such anti-dilution adjustments could cause dilution to our stockholders.”

A: As of October 23, 2023, we had 17,431,605 shares of Common Stock issued and 14,019,383 shares of Common Stock outstanding.

The number of shares of our Common Stock that will be outstanding after the Rights Offering will depend on the number of shares of Common Stock that are purchased in the Rights Offering. Assuming no additional shares of Common Stock are issued by us prior to consummation of the Rights Offering and assuming all offered shares of Common Stock are sold in the Rights Offering at the subscription price, we will issue 15,627,441 shares of Common Stock. In that case, we will have approximately 30,114,585 shares of Common Stock outstanding after the Rights Offering, taking into account also the expected conversion of 467,761 Warrants into 467,761 shares of Common Stock. This would represent an increase of approximately 114.8% in the number of outstanding shares of Common Stock. See “Prospectus Summary—Recent Developments-Anti-Dilution Waivers” for further information regarding an applicable anti-dilution provision.

The issuance of shares of our Common Stock in the Rights Offering will dilute, and thereby reduce, your proportionate ownership in our shares of Common Stock, unless you fully exercise your Basic Subscription Rights. See “Risk Factors — Risks Related to the Rights Offering — If you do not exercise your Rights in full, your percentage ownership and voting rights will experience enhanced dilution, including as a result of certain anti-dilution rights held by Warrant holders. Even if you decide to participate in this Rights Offering, you will experience certain dilution as a result of the anti-dilution provision of our Warrants.” In addition, the issuance of our Common Stock at a subscription price that is less than the market price as of the Record Date for the Rights Offering will likely reduce the price per share of our Common Stock held by you prior to the Rights Offering.

A. No. These are completely different corporate actions. Among other differences between these actions, the numbers of shares owned by a stockholder is increased in a forward stock split by giving each stockholder an additional number of shares of Common Stock per each share owned. For example, a 5-for-1 forward stock split would give an additional four shares of Common Stock to each holder of record, such that each share held by the holder before the split would be five shares after the split. In contrast, no increase in shares owned by any Holder will occur as a result of the Rights Offering; rather, each Holder of record as of the Record Date will be entitled to purchase 0.770 shares of Common Stock for each Right received. If every Holder of record subscribes for the full number of shares underlying their Rights, then the outstanding shares of the Company following the Rights Offering will look as if we completed a 1.770-for-1 forward stock split.

A. No. These are completely different corporate actions. Among other differences between these actions, the numbers of shares owned by a stockholder is reduced in a reverse stock split. No reduction in shares owned by any Holder will occur as a result of the Rights Offering. However, depending on the number of shares subscribed for in the Rights Offering, our existing Holder may incur substantial dilution.

A: No. The Rights Offering is not a transaction or series of transactions which has either a reasonable likelihood or a purpose or producing a “going private effect” as specified in Rule 13e-3 of the Exchange Act. Given the structure of the Rights Offering, as described in this prospectus, the Company will continue to be registered pursuant to Section 12 of the Exchange Act and intends to remain listed on the Nasdaq Capital Market following completion of the Rights Offering.

A: Yes. The Subscription Agent will hold all funds it receives in a segregated bank account until completion of the Rights Offering. If the Rights Offering is not completed, we will promptly instruct the Subscription Agent to return your payment in full. If you own shares in “street name,” it may take longer for you to receive payment because the Subscription Agent will send the refund payment through DTC, which will allocate the funds to your bank or broker. Any funds returned will be returned without interest or deduction.

A: If you are a Rights holder whose address is outside the United States, the Subscription Agent will not mail Rights Certificates to you, and your Rights Certificates will be held by the Subscription Agent for your account until any instructions are received to exercise your Rights. To exercise your Rights, you must notify the Subscription Agent on or prior to 11:00 a.m., New York City time, on November 6, 2023, which is five business days prior to the expiration date for the Rights Offering, unless extended by us, and, if we so request, must establish to our satisfaction that you are permitted to exercise your Rights under applicable law. Any questions related to exercising Rights should be directed to the Subscription Agent. If you do not follow these procedures prior to the expiration of the Rights Offering, your Rights will expire. We will decide all questions concerning the timeliness, validity, form and eligibility of the exercise of your Rights and any such determinations by us will be final and binding.

This Rights Offering is not being made in any state or other jurisdiction in which it would be unlawful to do so, nor are we selling to you, or accepting any offers from you to purchase, shares of Common Stock if you are a resident of any such state or other jurisdiction. If necessary, we may delay commencement of the Rights Offering in certain states or other jurisdictions in order to comply with the securities law requirements of those states or other jurisdictions. In addition, in certain circumstances, in order to comply with applicable state securities laws, we may not be able to honor all Rights even if we have shares of Common Stock available. We do not anticipate that there will be any changes in the Rights Offering, and we may, in our sole discretion, decline to make modifications to the terms of the Rights Offering requested by regulators in states or other jurisdictions, in which case Holders who live in those states or other jurisdictions will not be eligible to participate in the Rights Offering.

A: Although the authorities governing transactions such as the Rights Offering are complex and unclear in certain respects (including with respect to the effects of the Over-Subscription Right), we believe and intend to take the position that a holder’s receipt of Rights pursuant to the Rights Offering may be treated as a taxable distribution with respect to such holder’s existing shares of Common Stock (including all shares of Common Stock received pursuant to the conversion of all Series A Preferred Stock prior to the Record Date) and should not be taxable with respect to such holder’s Series A Preferred Stock and Warrants for U.S. federal income tax purposes. This position regarding the non-taxable treatment of the Rights Offering is not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. For a more detailed discussion, see “Material U.S. Federal Income Tax Consequences.” You should consult your tax advisor as to the particular considerations applicable to you of the Rights Offering.

A: If your shares are held in the name of a custodian bank, broker, dealer or other nominee, the nominee will notify you of the Rights Offering and provide you with the Rights Offering materials. You should send any required documents and payment, as provided therein to the nominee, at the deadline that your nominee sets which may be earlier than the expiration of the Rights Offering. You should contact your custodian bank, broker, dealer or other nominee if you believe you are entitled to participate in the Rights Offering but you have not received your materials.

If your shares are held in your name such that you are the record holder, then you should send your subscription documents, Rights Certificate and subscription payment, as provided herein, by first class mail or courier service to the Subscription Agent. The address for delivery to the Subscription Agent is as follows:

Your delivery to a different address or other than by the methods set forth above will not constitute valid delivery. You, or, if applicable, your nominee, are solely responsible for ensuring the Subscription Agent receives your subscription documents, Rights Certificate, and subscription payment. You should allow sufficient time for delivery of your subscription materials to the Subscription Agent and clearance of payment before the expiration of the Rights Offering period.

A: If you have questions or need assistance, please contact the Information Agent toll-free at 888-789-8409, by e-mail at shareholder@broadridge.com, or by mail at:

For a more complete description of the Rights Offering, see “The Rights Offering” included elsewhere in this prospectus.

Investing in our securities involves risks. Before making an investment decision, you should carefully consider the specific risks described below, the risks described under the caption “Risk Factors” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022 and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2023 and June 30, 2023, which are incorporated herein by reference, as well as other risk factors described under the caption “Risk Factors” included or incorporated by reference in the prospectus, including our other filings with the SEC, before making an investment decision.

Any of the risks we describe below or in the information incorporated herein by reference could cause our business, financial condition or operating results to suffer. The market price of our Common Stock could decline if one or more of these risks and uncertainties develop into actual events. You could lose all or part of your investment. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition or operating results. Some of the statements in this section of the prospectus are forward-looking statements. For more information, see the sections of this prospectus titled “Incorporation of Information by Reference” and “Special Note Regarding Forward-Looking Statements.”

Our success will depend, in part, on our ability to make successful acquisitions and to integrate the operations of acquired retail locations, including centralizing certain functions to achieve cost savings and pursuing programs and processes that promote cooperation and the sharing of opportunities and resources among our retail locations and consumer services and plans. We may not be able to achieve the estimated revenue, EBITDA or adjusted EBITDA contributions, the anticipated operating and cost synergies or long-term strategic benefits of our acquisitions within the anticipated timing or at all. For as long as the first year after a substantial acquisition and possibly longer, the benefits from the acquisition may be offset by the costs incurred in integrating the business and operations. The annualized EBITDA and adjusted EBITDA estimates presented in this prospectus are based on the annualization of projected financial results from limited periods before our acquisition of those businesses. They also incorporate assumptions about future steady-state performance. These do not reflect the actual historical results for any period of such acquisitions. In addition, the estimates are based on certain internal, unaudited financial statements of the acquired entities. These unaudited statements haven't undergone our internal control procedures nor have they been reviewed by our external auditors. The periods selected for annualization may not be representative of performance over an extended period and may not take into account other future market conditions that may negatively affect those businesses. As such, the estimated long-term figures could significantly differ from the EBITDA or adjusted EBITDA these businesses might have generated if acquired at a different time. Such discrepancies could be material to our business and operations. We cannot assure that future performances will match these estimates, and deviations from those estimates could adversely affect our financial results and business operations. Thus, you should not place undue reliance on these estimates.

Since 2021, we have completed 8 acquisitions and opened 3 greenfield locations and have non-binding letters of intent for other proposed acquisitions. Non-binding letters of intent do not commit either party to complete the transaction. Acquisition negotiations are subject to a variety of factors, many of which are not within our control and thus we can provide no assurance that we will successfully negotiate acquisition agreements and consummate acquisitions proposed under our non-binding letters of intent. We intend to continue to expand in part by acquiring or building new retail or service locations in new markets. As a result of any future expansion, we may have less familiarity with local consumer preferences and could encounter difficulties in attracting customers due to a reduced level of consumer familiarity with the Company and our brands.

Other factors, many of which are beyond our control, may impact our ability to acquire or open retail locations successfully, whether in existing or new markets, and operate them profitably. These factors include (a) the ability to (i) identify suitable acquisition opportunities at purchase prices likely to provide returns required by our acquisition criteria, (ii) control expenses associated with sourcing, evaluating and negotiating acquisitions (including those that are not completed), (iii) accurately assess the profitability of potential acquisitions or new

locations, (iv) secure required third party or governmental permits and approvals, (v) negotiate favorable lease agreements, (vi) hire and train skilled operating personnel, especially management personnel, (vii) provide a satisfactory product mix responsive to local market preferences where new retail locations are built or acquired, (viii) secure product lines, (ix) supply new retail locations with inventory in a timely manner; (b) the availability of construction materials and labor for new retail locations and the occurrence of significant construction delays or cost overruns; (c) competitors in the same geographic area and regional economic variants; (d) the absence of disagreements with potential acquisition targets that could lead to litigation; (e) successfully integrating the operations of acquired dealers with our own operations; (f) managing acquired dealers and stores profitably without substantial costs, delays, or other operational or financial problems; and (g) the ability of our information management systems to process increased information accurately and in a timely fashion. A negative outcome associated with any of these factors could have a material adverse effect on our business, financial condition and results of operations.

Once we decide on a new market and identify a suitable acquisition or location opportunity, any delays in acquiring or opening or developing new retail locations could impact our financial results. For example, delays in the acquisition process or construction delays caused by permitting or licensing issues, material shortages, labor issues, weather delays or other acts of God, discovery of contaminants, accidents, deaths or injuries, third parties attempting to impose unsatisfactory restrictions on the Company in connection with their approval of acquisitions, and other factors could delay planned openings or force us to abandon planned openings altogether.

As we grow, we will face the risk that our existing resources and systems, including management resources, accounting and finance personnel and operating systems, may be inadequate to support our growth.

Finally, the size, timing, and integration of any future new retail location openings or acquisitions may cause substantial fluctuations in our results of operations from quarter to quarter. Consequently, our results of operations for any quarter may not be indicative of the results that may be achieved for any subsequent quarter or for a full fiscal year. These fluctuations could have a material adverse effect on our business, financial condition and results of operations.

Holders of the Warrants and holders of the Series A Preferred Stock are entitled to participate in the Rights Offering pursuant to the terms of the Warrants and the Securities Purchase Agreement for the Series A Preferred Stock, respectively. As such, these Holders are being offered the Rights in this Rights Offering on the same terms as holders of our Common Stock. To the extent these Holders participate and other Holders do not participate, these Holders may increase their percentage of beneficial ownership of our Common Stock.

In addition to the participation rights described above, the Series A Preferred Stock and the Warrants may be subject to anti-dilution adjustments in connection with certain events, including the Rights Offering. The holders of the Series A Preferred Stock have fully waived these anti-dilution adjustments in connection with the Rights Offering. The holders of the Warrants have partially waived these anti-dilution adjustments agreeing to accept an adjustment that increases number of shares issuable upon exercise equal to one-half of the number of shares of our Common Stock that would result from the adjustment in the absence of the waiver. These holders have also agreed to exercise all of the Warrants (giving effect to the foregoing one-half adjustment) held by them upon consummation of the Rights Offering. Holders of the Warrants represent 100% of all Warrant holders. Consequently, once the Rights Offering is completed, there will be no outstanding Warrants. For illustrative purposes, if the Rights in this Rights Offering are fully exercised, we anticipate an adjustment to the exercise price of the Warrants resulting in the issuance of 467,761 additional shares of Common Stock upon exercise, in accordance with the anti-dilution provision. Therefore, if the Rights in this Rights Offering are fully exercised, the expected total number of shares of Common Stock to be issued upon the exercise of the Warrants, after accounting for the foregoing anti-dilution adjustment, will be 30,114,585 shares of Common Stock. The holders

of the Warrants have agreed to exercise all the Warrants held by them upon consummation of the Rights Offering. There can be no assurance that the holders of Series A Preferred Stock will waive such rights in the future in connection with another triggering event. If such holders do not waive such rights in the future, it may cause significant dilution to our stockholders.

Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.

The subscription price was established by our Special Committee based on several considerations including the historical and current trading prices of our Common Stock, our need for liquidity, taking into account our strategic growth plans, and capital and other strategic and financing alternatives reasonably available to us. The subscription price is not necessarily related to our book value, net worth or any other established criteria of value and may or may not be considered the fair value of the Common Stock to be offered in the Rights Offering. The market price of our Common Stock may decline during or after the Rights Offering, including below the applicable subscription price. After the date of this prospectus, our Common Stock may trade at prices above or below the subscription price, and you may not be able to sell shares of our Common Stock purchased in the Rights Offering at a price equal to or greater than the price you paid, or at all.

We currently expect that the Rights will expire if they are not exercised at 5:00 p.m., New York City time, on November 14, 2023, which we may extend in our sole discretion. As a result, there may be material developments regarding us during such period. For example, on or about November 3, 2023, we expect to issue our financial results for the quarterly period ended September 30, 2023. Because all exercises of Rights are irrevocable, you should therefore consider carefully whether you wish to delay any exercise of your Rights until after our issuance of those results since we cannot provide any assurance currently with respect to their content.

The market price of our Common Stock may decrease upon the consummation of the Rights Offering as a result of the issuance of an additional 15,627,441 shares of our Common Stock at a discount to the current trading price of our Common Stock. Further, if a substantial number of Rights are exercised and the holders of the shares acquired in the Rights Offering choose to sell some or all of such shares of Common Stock, the resulting sales could depress the market price of our Common Stock. As a result, the trading price of our Common Stock after the Rights Offering may be below the current trading price, and there can be no assurances that it is not below the price at which shares are offered for sale in the Rights Offering.

There is no guarantee that the subscription price will be lower than the market price of our Common Stock at the time that the Rights Offering is completed, if at all, and the shares that you receive in the Rights Offering, if any, are delivered. Further, because the exercise of your Rights is not expected to be revocable, you will not be able to revoke your exercise if the market price decreases prior to the delivery of the shares until after they are delivered to you. Accordingly, the subscription price may be above the prevailing market price by the time that the shares of Common Stock are purchased and delivered. This may be due, among other things, to sales by other purchasers of shares in the Rights Offering given the substantial number of shares of our Common Stock being offered in the Rights Offering.

If you exercise your Rights in the Rights Offering and the market price of the Common Stock falls below the subscription price, then you will have committed to buy Common Stock in the Rights Offering at a price that

is higher than the market price. Moreover, we cannot assure you that you will ever be able to sell shares of Common Stock that you received in the Rights Offering at a price equal to or greater than the subscription price. Until shares are issued to the record holder upon expiration of the Rights Offering, you may not be able to sell the shares of our Common Stock that you receive in the Rights Offering.

We expect to issue shares of our Common Stock purchased in the Rights Offering as soon as practicable after expiration of the Rights Offering. We will not pay interest on funds delivered to the Subscription Agent pursuant to the exercise of Rights.

If you choose not to exercise your Rights, you will retain your current number of shares of our Common Stock. If other Holders fully exercise their Rights or exercise a greater proportion of their Rights than you exercise, the percentage of our Common Stock owned by these other Holders will increase relative to your ownership percentage, and your voting and other rights in the Company will likewise be diluted.

Even if you decide to fully exercise your Right you will experience certain dilution as a result of the anti-dilution provisions of our Warrants. The Series A Preferred Stock and the Warrants may be subject to anti-dilution adjustments in connection with certain events, including the Rights Offering. The holders of the Series A Preferred Stock have fully waived these anti-dilution adjustments in connection with the Rights Offering. The holders of the Warrants have partially waived these anti-dilution adjustments agreeing to accept an adjustment that increases number of shares issuable upon exercise equal to one-half of the number of shares of our Common Stock that would result from the adjustment in the absence of the waiver. These holders have also agreed to exercise all of the Warrants (giving effect to the foregoing one-half adjustment) held by them upon consummation of the Rights Offering. Holders of the Warrants represent 100% of all Warrant holders. Consequently, once the Rights Offering is completed, there will be no outstanding Warrants. For illustrative purposes, if the Rights in this Rights Offering are fully exercised, we anticipate an adjustment to the exercise price of the Warrants resulting in the issuance of 467,761 additional shares of Common Stock upon exercise, in accordance with the anti-dilution provision. Therefore, if the Rights in this Rights Offering are fully exercised, the expected total number of shares of Common Stock to be issued upon the exercise of the Warrants, after accounting for the foregoing anti-dilution adjustment, will be 30,114,585 shares of Common Stock. The holders of the Warrants have agreed to exercise all the Warrants held by them upon consummation of the Rights Offering. There can be no assurance that the holders of Series A Preferred Stock will waive such rights in the future in connection with another triggering event. If such holders do not waive such rights in the future, it may cause significant dilution to our stockholders.

Christopher S. Shackelton, Chairman of our Board and a Managing Partner of Coliseum Capital Management, LLC, clients of which are the beneficial owners of approximately 56.2% of our Common Stock prior to this Rights Offering, has indicated that Coliseum’s clients currently intend to participate in the Rights Offering and subscribe for at least the full amount of their Basic Subscription Rights, but have not made any formal binding commitment to participate and have no obligation to participate.

We may in our sole discretion decide not to continue with the Rights Offering or to terminate the Rights Offering at any time. We currently have no intention to terminate the Rights Offering but reserve the right to do so. If we elect to cancel or terminate the Rights Offering, we will not have any obligation with respect to the Rights except to return, without interest, any subscription payments the Subscription Agent received from you.