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 16,
2020
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction of
Incorporation)
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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:
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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. ☐
As
previously disclosed by RumbleOn, Inc. (the “Company”),
on January 16, 2020, the underwriters in the Company’s recent
public offering of Class B Common Stock fully exercised their
over-allotment option to purchase an additional 2,700,000 shares of
Class B Common Stock (the "Additional Shares") at a public price of
$0.57 per share (the "Over-allotment Exercise"). The over-allotment
option was granted in connection with the Company’s
previously announced public offering of 18,000,000 shares of Class
B Common Stock completed on January 14, 2020. On January 17, 2020,
the Company issued the Additional Shares and closed the
Over-allotment Exercise.
The
Over-allotment Exercise increased the aggregate number of shares
sold in the offering to 20,700,000. Including the Over-allotment
Exercise, net proceeds from the offering, after deducting expenses,
were approximately $10.7 million. The Company intends to use the
net proceeds of the offering for working capital and general
corporate purposes, which may include further technology
development, increased spending on marketing and advertising and
capital expenditures necessary to grow the business. Pending these
uses, the Company may invest the net proceeds in short-term
interest-bearing investment grade instruments.
On
January 17, 2020, the Company issued a press release announcing the
closing of the Over-allotment Exercise. The press release is
attached as Exhibit 99.1 to this report and is incorporated herein
by reference.
Item
9.01.
Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Press
Release, dated January 17, 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 17, 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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RumbleOn, Inc. Announces Exercise and Closing
of Over-Allotment Option in Public Offering
DALLAS--(BUSINESS
WIRE)--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 that in connection with its previously
announced public offering of its Class B Common Stock, the
underwriters fully exercised and closed on their over-allotment
option to purchase an additional 2,700,000 shares of Class B Common
Stock from the Company. The Company received approximately $1.4
million in additional net proceeds from the sale of these shares,
after deducting the underwriting discount.
National Securities Corporation, a wholly owned subsidiary of
National Holdings Corporation (NasdaqCM:NHLD), acted as lead
book-running manager for the offering. Maxim Group LLC acted as
co-manager for the offering. Akerman LLP served as legal counsel to
RumbleOn and McGuireWoods LLP served as legal counsel to the
underwriters.
The
Company intends to use the net proceeds from the sale of these
additional shares on 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.
A shelf
registration statement relating to the shares of Class B Common
Stock offered and sold 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. The prospectus
supplement relating to this offering is dated January 10, 2020.
Copies of the final 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.
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 intended use of
proceeds from the offering. 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 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.