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): April 9, 2020
 
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or Other Jurisdiction
of Incorporation)
 
001-38248
 
46-3951329
(Commission
File Number)
 
 
(I.R.S. Employer
Identification No.)
 
 
 901 W. Walnut Hill Lane
 Irving, Texas
 75038
 (Address of Principal Executive Offices)
 (Zip Code)
  
(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
Trading Symbol(s)
Name of each exchange on which registered
Class B Common Stock, $0.001 par value
RMBL
The Nasdaq Stock Market LLC
 
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 5.02. Departure or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
 
The information required by this Item 5.02 is incorporated by reference to the information set forth in Item 8.01 of this report.
 
Item 8.01. Other Events.
 
RumbleOn, Inc.'s operations and business continue to experience disruption due to the unprecedented conditions surrounding the Coronavirus (COVID-19) pandemic. As previously disclosed, federal, state and local governments have placed, restrictions on conducting or operating business activities. The Company has been and will continue to be impacted by those restrictions, including the closures of certain offices in response to the COVID-19 pandemic. As a result of such closures, the Company has taken steps to manage expenses, including temporarily laying off approximately 169 employees, effective April 9, 2020. The Company anticipates gradually recalling those employees over time. The Company is offering support and resources to the employees affected by these actions. The Company has also implemented temporary salary reductions for those employees whose current annual salaries exceed $75,000, including, in consultation with the Compensation Committee of the Company's Board of Directors, the salaries of our Chief Executive Officer and Chief Financial Officer. The salary reductions were effective April 13, 2020.
 
Forward Looking Statements
 
This report may contain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on the Company’s 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 under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s SEC filings, as may be updated and amended from time to time. The Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
 
 

 
 
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.
 
 
RUMBLEON, INC.
 
 
 
 
 
Date: April 15, 2020
By:  
/s/ Steven R. Berrard
 
 
 
Steven R. Berrard 
 
 
 
Chief Financial Officer