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): May 18,
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. ☐
Item 5.03. Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
May 18, 2020, RumbleOn, Inc. (the "Company") filed a Certificate of
Change to the Company’s Articles of Incorporation with the
Secretary of State of the State of Nevada to effect a
one-for-twenty reverse stock split of its issued and outstanding
Class A Common Stock and Class B Common Stock (the “Reverse
Stock Split”). The Reverse Stock Split will be effective at
12:01 a.m., Eastern Time, on May 20, 2020. No fractional shares
will be issued as a result of the Reverse Stock Split. Any
fractional shares that would result from the Reverse Stock Split
will be rounded up to the nearest whole share. Following the
reverse stock split, the Company will have outstanding 50,000
shares of Class A Common Stock and approximately 2,162,696 shares
of Class B Common Stock. The Company expects that upon the opening
of trading on May 20, 2020, its Class B Common Stock will trade on
the Nasdaq Capital Market on a split-adjusted basis under the
current trading symbol “RMBL” and the new CUSIP number
781386 305. The Class A Common Stock new CUSIP number is 781386
404. A copy of the Certificate of Change is attached as Exhibit 3.1
and incorporated herein by reference.
Item 8.01. Other Events.
On
May 19, 2020, the Company issued a press release announcing the
Reverse Stock Split. A copy of the press release is attached as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Exhibit Description
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Certificate of
Change.
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Press release, dated May 19, 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:
May 19, 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 Reverse Stock Split
of Class A Common Stock and Class B Common Stock
MAY 19, 2020
DALLAS--(BUSINESS WIRE)-- RumbleOn, Inc (NASDAQ:
RMBL), the e-commerce company using innovative technology to
simplify how dealers and consumers buy, sell, trade or finance
pre-owned vehicles, today announced it will effect a one-for-twenty reverse stock
split of its issued and outstanding Class A Common Stock and Class
B Common Stock. Pursuant to the Certificate of Change filed with
the Secretary of State of the State of Nevada, the reverse stock
split will be effective at 12:01 a.m., Eastern Time, on May 20,
2020. RumbleOn expects that upon the opening of trading on May 20,
2020, its Class B Common Stock will trade on the Nasdaq Capital
Market on a split-adjusted basis under the current trading symbol
“RMBL” and the new CUSIP number 781386
305.
No fractional shares will be issued as a result of the reverse
stock split. Any fractional shares that would result from the
reverse stock split will be rounded up to the nearest whole share.
Following the reverse stock split, RumbleOn will have outstanding
50,000 shares of Class A Common Stock and approximately 2,162,696
shares of Class B Common Stock.
Shareholders of record are not required to send in their current
stock certificates or evidence of book-entry or other electronic
positions for exchange. Following the effectiveness of the reverse
stock split, each stock certificate and book-entry or other
electronic position representing issued and outstanding shares of
RumbleOn's common stock will be automatically adjusted. Those
shareholders holding common stock in "street name" will receive
instructions from their brokers if they need to take any action in
connection with the reverse stock split.
About RumbleOn
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 regarding forward looking statements
This press release 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.
Contact:
Investor Relations:
The Blueshirt Group
Whitney Kukulka
investors@rumbleon.com
Source: RumbleOn, Inc.
