UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM 8-K
CURRENT
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): January 10,
2020
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
001-38248
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46-3951329
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(Commission
File Number)
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|
(I.R.S. Employer
Identification No.)
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901
W. Walnut Hill Lane
Irving,
Texas
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75038
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(Address of Principal
Executive Offices)
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(Zip
Code)
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(469) 250-1185
(Registrant’s
Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last
Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2 (b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4 (c))
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class
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Trading
Symbol(s)
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Name
of each exchange on which registered
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Class B
Common Stock, $0.001 par value
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RMBL
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The
Nasdaq Stock Market LLC
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Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act.
Item 8.01. Other Events.
On January
10, 2020, RumbleOn, Inc. (the “Company”) announced the
pricing of its previously announced underwritten public offering of
its Class B Common Stock and private placement of notes. The
offerings are expected to close on January 14, 2020, subject to
customary closing conditions. A copy of the press release
announcing the pricing of the offerings is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Forward-Looking
Statements
This
Current Report on Form 8-K, including the press release, contain
“forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. The offerings are
subject to market and other conditions, and there can be no
assurance as to whether or when the offerings may be completed, or
as to the actual size or terms of the offerings. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which are based on our expectations as of the date of
this report and speak only as of the date of this report and are
advised to consider the factors listed above together with the
additional factors under the heading “Forward-Looking
Statements” and “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2018, as may be supplemented or amended by the
Company’s Quarterly Reports on Form 10-Q and other filings
with the SEC, including the preliminary prospectus supplement. We
undertake no obligation to publicly update or revise any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as required by law.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
Exhibit No.
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Description
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Press
Release, dated January 10, 2020
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SIGNATURES
Pursuant to the
requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
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RUMBLEON, INC.
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Date:
January 10, 2020
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By:
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/s/ Steven R.
Berrard
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Steven
R. Berrard
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Chief
Financial Officer
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Exhibit 99.1
RumbleOn, Inc. Announces Pricing of Public Offering
of its Class B Common Stock and Private Placement of $7.5
Million Convertible Notes
Dallas,
Texas, January 10, 2020 – RumbleOn, Inc. (NASDAQ:
RMBL) (the “Company”), the e-commerce company
using innovative technology to simplify how dealers and consumers
buy, sell, trade or finance pre-owned vehicles, today
announced the pricing of its previously announced underwritten
public offering. The Company is offering 18,000,000 shares of its
Class B Common Stock, par value $0.001 per share, at a price to the
public of $0.57 per share. In connection with the offering, the
Company has also granted the underwriters a 30-day option to
purchase up to an additional 2,700,000 shares of Class B Common
Stock offered in the public offering to cover over-allotments, if
any.
Simultaneously
with the closing of the offering, the Company will (i) exchange $25
million of the Company's 6.75% Convertible Senior Notes due 2024
for new 6.75% Convertible Senior Notes due 2025 (the “New
Notes”) and (ii) issue up to $7.5 million of additional New
Notes (the “Note Offering”). The New Notes will be
issued pursuant to an indenture on substantially the same terms as
the 2024 Notes, however the initial conversion rate of the New
Notes will be 500 shares of Class B Common Stock per $1,000
principal amount. The offering and the Note Offering are contingent
on the successful completion of both.
The
Company has agreed to file with the Securities and Exchange
Commission a registration statement with respect to the resale of
the New Notes and the shares of Class B Common Stock underlying the
New Notes, and to have such registration statement declared
effective by the Securities and Exchange Commission no later than
120 days after the date of the Exchange and Subscription Agreement
entered into by the Company with the exchange parties.
Also,
simultaneously with the closing of the public offering and Note
Offering, certain of the Company's investors have agreed to extend
the maturity of currently outstanding promissory notes, and
exchange such notes for new notes (the “New Investor
Notes”), including Halcyon Consulting, LLC, an entity
affiliated with Kartik Kakarala, a director of the Company, and
Denmar Dixon, also a director of the Company. The New Investor
Notes, having an aggregate principal amount of $1.5 million, will
mature on January 31, 2021, and will be convertible at any time at
the Investor's option at a price of $3.00 per share.
RumbleOn
intends to use the net proceeds from the offerings for working
capital and general corporate purposes, which may include further
technology development, increased spending on marketing and
advertising, and capital expenditures necessary to further grow the
business.
The
offerings are expected to close on January 14, 2020, subject to
customary closing conditions.
National
Securities Corporation, a wholly owned subsidiary of National
Holdings Corporation (NasdaqCM:NHLD), is acting as lead
book-running man
ager for the offering. Maxim Group LLC is acting
as co-manager for the offering. Akerman LLP served as legal counsel
to RumbleOn and McGuireWoods LLP served as legal counsel to the
underwriter.
A shelf
registration statement relating to the shares of Class B Common
Stock being offered was filed with the U.S. Securities and Exchange
Commission (SEC) on Form S-3 (Reg. No. 333-234340) and was declared
effective by the SEC on October 31, 2019. Any offer will be made
only by means of a prospectus supplement and accompanying base
prospectus forming a part of the effective registration statement.
Copies of the preliminary prospectus supplement and the
accompanying base prospectus relating to the offering may be
obtained by request to the offices of National Securities
Corporation, Attn: Charles Wanyama, Syndicate, 200 Vesey St,
25th Floor, New York, NY
10281, Telephone: (212)-417-3634; Email: prospectusrequest@nationalsecurities.com;
or on the SEC’s website at http://www.sec.gov.
A final
prospectus supplement describing the terms of the offering will be
filed with the SEC. This
press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of
these securities in any state or jurisdiction in which such an
offer, solicitation or sale is not permitted.
About RumbleOn, Inc.
RumbleOn (NASDAQ: RMBL) is an e-commerce company that uses
innovative technology to simplify how dealers and customers buy,
sell, trade, or finance pre-owned vehicles through RumbleOn’s
100% online marketplace. Leveraging its capital-light network of 17
regional partnerships and innovative technological solutions,
RumbleOn is disrupting the old-school pre-owned vehicle supply
chain by providing users with the most efficient, timely and
transparent transaction experience. For more information, please
visit
http://www.rumbleon.com.
Cautionary Note on Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding the proposed offerings and
the intended use of proceeds from the offerings. The offerings are
subject to market and other conditions, and there can be no
assurance as to whether or when the offerings may be completed, or
as to the actual size or terms of the offerings. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which are based on our expectations as of the date of
this press release and speak only as of the date of this press
release and are advised to consider the factors listed above
together with the additional factors under the heading
“Forward-Looking Statements” and “Risk
Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2018, as may be supplemented or
amended by the Company’s Quarterly Reports on Form 10-Q and
other filings with the SEC, including the preliminary prospectus
supplement. We undertake no obligation to publicly update or revise
any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
law.
Investor Relations:
The Blueshirt Group:
Whitney Kukulka
Investors@rumbleon.com
Source: RumbleOn, Inc.