UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
RUMBLEON, INC.
(Exact
name of registrant as specified in its charter)
Nevada
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46-3951329
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(State
or other jurisdiction of incorporation or
organization)
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(IRS
Employer Identification No.)
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4521 Sharon Road, Suite 370, Charlotte, North Carolina
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28211
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(Address
of principal executive offices)
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(Zip
Code)
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Copies of communications to:
Michael Francis
Christina C. Russo
Akerman LLP
350 East Las Olas Boulevard
Suite 1600
Fort
Lauderdale, Florida 33301
Telephone:
(
954) 463-2700
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Securities
to be registered pursuant to Section 12(b) of the Act:
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Title
of each classto be so registered
Class B Common Stock, par value $0.001 per share
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Name of
each exchange on whicheach class is to be registered
The NASDAQ Stock Market LLC
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If this
form relates to the registration of a class of securities pursuant
to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c) or (e), check the following box.
☒
If this
form relates to the registration of a class of securities pursuant
to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d) or (e), check the following box.
☐
If this form relates to the registration of a class of securities
concurrently with a Regulation A offering, check the following box.
☐
Securities Act registration statement or Regulation A offering
statement file number to which this form relates:
Form S-1;
File No. 333-220308
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Securities to be registered pursuant to Section 12(g) of the
Act:
None.
(Title
of Class)
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 1.
Description
of Registrant’s Securities to be Registered.
The
Company’s Articles of Incorporation authorizes the issuance
of 100,000,000 shares of common stock, $0.001 par value per share,
of which 1,000,000 shares are designated as Class A Common Stock
and all other shares of common stock are designated as Class B
Common Stock. The Class A Common Stock ranks pari passu with all of
the rights and privileges of the Class B Common Stock, except that
holders of the Class A Common Stock are entitled to ten votes per
share of Class A Common Stock issued and outstanding. The Class B
Common Stock are identical to the Class A Common Stock in all
material respects, except that holders of the Class B Common Stock
are entitled to one vote per share of Class B Common Stock issued
and outstanding. As of October 16, 2017, 1,000,000 shares of Class
A Common Stock and 9,018,541 shares of Class B Common Stock were
issued and outstanding.
Holders
of shares of common stock are entitled to share ratably in
dividends, if any, as may be declared, from time to time by the
Board of Directors in its discretion, from funds legally available
to be distributed. In the event of a liquidation, dissolution or
winding up of the Company, the holders of shares of common stock
are entitled to share pro rata all assets remaining after payment
in full of all liabilities and the prior payment to the preferred
stockholders if any. Holders of common stock have no preemptive
rights to purchase common stock. There are no conversion rights or
redemption or sinking fund provisions with respect to the common
stock.
In
accordance with the “Instructions as to Exhibits” with
respect to Form 8-A, no exhibits are required to be filed as part
of this registration statement because no other securities of the
Registrant are registered on The NASDAQ Stock Market LLC and the
securities registered hereby are not being registered pursuant to
Section 12(g) of the Securities Exchange Act of 1934, as
amended.
SIGNATURE
Pursuant to the
requirements of Section 12 of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly
authorized.
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RUMBLEON,
INC.
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By:
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/s/
Steven
R. Berrard
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Name:
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Steven R.
Berrard
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Title:
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Chief Financial
Officer
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Date:
October 18, 2017