Nevada
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46-3951329
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(State or other
jurisdiction of incorporation or
organization)
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(I.R.S.
Employer Identification
No.)
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901
W Walnut Hill Lane
Irving TX
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75038
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(Address of
Principal Executive Offices)
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(Zip
Code)
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Title of each class
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Trading
Symbol(s)
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Name of exchange on which registered
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Common Stock, $0.001 par value
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RMBL
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The Nasdaq Stock Market LLC
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Securities
registered pursuant to Section 12(g) of the Act:None
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated
filer
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☒
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Smaller reporting company
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☒
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Emerging
growth company
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☐
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Exhibit Number
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Description
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Agreement and Plan
of Merger, dated October 26, 2018, by and among RumbleOn, Inc.,
RMBL Tennessee, LLC, Wholesale Holdings, Inc., Steven Brewster and
Janet Brewster, Wholesale, LLC, and Steven Brewster as
representative, and for limited purposes, Marshall Chesrown and
Steven R. Berrard.
(Incorporated by
reference to Exhibit 2.1 in the Company's Current Report on Form 8-K, filed on
October 31, 2018).
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Amendment to the
Agreement and Plan of Merger, dated October 29, 2018, by and among
RumbleOn, Inc., RMBL Tennessee, LLC, Wholesale Holdings, Inc.,
Steven Brewster and Janet Brewster, Wholesale, LLC, and Steven
Brewster as representative (Incorporated by reference to Exhibit
2.2 in the Company's Current
Report on Form 8-K, filed on October 31, 2018).
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Membership Interest Purchase Agreement, dated
October 26, 2018, by and among RumbleOn, Inc. Steven Brewster,
Justin Becker, and Steven Brewster as representative.
(Incorporated by reference to Exhibit 2.3 in the
Company's Current Report on
Form 8-K, filed on October 31, 2018).
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Articles of
Incorporation filed on October 24, 2013 (Incorporated by reference
to Exhibit 3(i)(a) in the Company's Registration Statement on Form S-1/A,
filed on March 20, 2014).
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By-Laws, as Amended
(Incorporated by reference to Exhibit 3.2 in the
Company's Annual Report on Form
10-K, filed on February 14, 2017).
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Certificate of
Amendment to Articles of Incorporation, filed on February 13, 2017
(Incorporated by reference to Exhibit 3.3 in the
Company's Annual Report on Form
10-K, filed on February 14, 2017).
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Certificate of
Amendment to Articles of Incorporation, filed on June 25, 2018
(Incorporated by reference to Exhibit 3.1 in the
Company's Current Report on
Form 8-K, filed on June 28, 2018).
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Certificate of
Designation for the Series B Preferred Stock (Incorporated by
reference to Exhibit 3.1 in the Company's Current Report on Form 8-K, filed on
October 31, 2018).
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Amended and
Restated Stockholders Agreement, dated February 8, 2017
(Incorporated by reference to Exhibit 10.1 in the
Company's Annual Report on Form
10-K, filed on February 14, 2017).
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Registration Rights
Agreement, dated February 8, 2017 (Incorporated by reference to
Exhibit 10.2 in the Company's
Annual Report on Form 10-K, filed on February 14,
2017).
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Stockholder's
Agreement, dated October 24, 2016 (Incorporated by reference to
Exhibit 10.1 in the Company's
Current Report on Form 8-K, filed on October 28,
2016).
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Sample Stock
Certificate – Class B
Common Stock (Incorporated by reference to Exhibit 4.4 in the
Company's Registration
Statement on Form S-1/A filed on September 27, 2017).
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Form of Warrant to
Purchase Class B Common Stock, dated October 18, 2017 (Incorporated
by reference to Exhibit 4.1 in the Company's Current Report on Form 8-K, filed
October 24, 2017).
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Warrant, dated
April 30, 2018 (Incorporated by reference to Exhibit 4.1 in the
Company's Current Report on Form 8-K, filed on May 1,
2018).
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Warrant to Purchase
Class B Common Stock, dated October 30, 2018 (Incorporated by
reference to Exhibit 4.1 in the Company's Current Report on Form 8-K, filed on
October 31, 2018).
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Indenture, dated
May 14, 2019, between RumbleOn, Inc. and Wilmington Trust National
Association (Incorporated by reference to Exhibit 4.1 in the
Company's Current Report on
Form 8-K, filed on May 15, 2019).
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Form of 6.75% Convertible Senior Note due 2024
(included as Exhibit A to the Indenture filed as Exhibit
4.8) (Incorporated by reference to Exhibit 4.2 in the
Company's Current Report on
Form 8-K, filed on May 15, 2019).
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Registration Rights
Agreement, dated May 14, 2019, between the Company and JMP
Securities LLC (Incorporated by reference to Exhibit 4.3 in the
Company's Current Report on
Form 8-K, filed on May 15, 2019).
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Description of
Registrant's Securities.
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10.1
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2017 RumbleOn, Inc.
Stock Incentive Plan + (Incorporated by reference to Exhibit 10.1
in the Company's Current Report
on Form 8-K, filed on January 9, 2017).
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10.2
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Unconditional
Guaranty Agreement (Incorporated by reference to Exhibit 10.12 in
the Company's Annual Report on
Form 10-K, filed on February 14, 2017).
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10.3
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Security Agreement
(Incorporated by reference to Exhibit 10.13 the Company's Annual Report on Form 10-K, filed on
February 14, 2017).
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10.4
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NextGen Promissory
Note, dated February 8, 2017 (Incorporated by reference to Exhibit
10.1 in the Company's Quarterly
Report on Form 10-Q, filed on May 15, 2017).
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10.5
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RumbleOn, Inc. Form
of Promissory Note (Incorporated by reference to Exhibit 10.1 in
the Company's Current Report on
Form 8-K, filed on April 5, 2017).
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10.6
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Amendment to
Amended and Restated Stockholders' Agreement of RumbleOn, Inc., dated
September 29, 2017 (Incorporated by reference to Exhibit 10.1 in
the Company's Current Report on
Form 8-K, filed on October 5, 2017).
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Inventory Financing
and Security Agreement, by and among RMBL Missouri, LLC, Ally Bank
and Ally Financial, Inc., dated February 16, 2018 (Incorporated by
reference to Exhibit 10.1 in the Company's Current Report on Form 8-K, filed on
February 23, 2018).
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Addendum to
Inventory Financing and Security Agreement, by and among RMBL
Missouri, LLC, Ally Bank and Ally Financial, Inc., dated February
16, 2018 (Incorporated by reference to Exhibit 10.2 in the
Company's Current Report on
Form 8-K, filed on February 23, 2018).
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Cross Collateral,
Cross Default and Guaranty Agreement, by and among Ally Bank, Ally
Financial, Inc., RumbleOn, Inc., and RMBL Missouri, LLC, dated
February 16, 2018 (Incorporated by reference to Exhibit 10.3 in the
Company's Current Report on
Form 8-K, filed on February 23, 2018).
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General Security
Agreement, by and among RumbleOn, Inc., Ally Bank and Ally
Financial, Inc., dated February 16, 2018 (Incorporated by reference
to Exhibit 10.4 in the Company's Current Report on Form 8-K, filed on
February 23, 2018).
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10.11
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Amendment to the RumbleOn, Inc. 2017 Stock
Incentive Plan. + (Incorporated by reference to Exhibit 10.1
in the Company's Current Report
on Form 8-K, filed on June 28, 2018).
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10.12
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Registration Rights
Agreement, dated October 30, 2018, by and among RumbleOn,
Inc., Steven Brewster and Janet Brewster, and Steven Brewster
as representative (Incorporated by reference to Exhibit 10.1 in the
Company's Current Report on
Form 8-K, filed on October 31, 2018).
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Escrow Agreement,
dated October 30, 2018, by and among RumbleOn, Inc., Steven
Brewster as representative, and Continental Stock Transfer and
Trust Company (Incorporated by reference to Exhibit 10.2 in the
Company's Current Report on
Form 8-K, filed on October 31, 2018).
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10.14
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Demand Promissory
Note and Loan and Security Agreement, dated October 30, 2018, by
and between NextGear Capital, Inc. and Wholesale, LLC (Incorporated
by reference to Exhibit 10.4 in the Company's Current Report on Form 8-K, filed on
October 31, 2018).
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Corporate Guaranty,
in favor of NextGear Capital, Inc., dated October 30, 2018
(Incorporated by reference to Exhibit 10.5 in the
Company's Current Report on
Form 8-K, filed on October 31, 2018).
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10.16
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Form of Securities Purchase
Agreement, dated October 25, 2018(Incorporated by reference to
Exhibit 10.6 in the Company's
Current Report on Form 8-K, filed on October 31,
2018).
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Purchase Agreement, dated May 9,
2019, between the Company and JMP Securities LLC (Incorporated by
reference to Exhibit 10.1 in the Company's Current Report on Form
8-K, filed on May 15, 2019).
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Form of Securities Purchase
Agreement, dated May 9, 2019 (Incorporated by reference to Exhibit
10.1 in the Company's Current Report on Form 8-K, filed on May 15,
2019).
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Amendment to the RumbleOn, Inc.
2017 Stock Incentive Plan. + (Incorporated by reference to Exhibit
10.1 in the Company's Current Report on Form 8-K, filed on May 22,
2019).
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Subsidiaries
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Consent of Grant Thornton
LLP
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Consent of Scharf Pera & Co.,
PLLC
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Certification pursuant to Section
302 of the Sarbanes-Oxley Act
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Certification pursuant to Section
302 of the Sarbanes-Oxley Act
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Certification pursuant to Section
906 of the Sarbanes-Oxley Act
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Certification pursuant to Section
906 of the Sarbanes-Oxley Act
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101.INS
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XBRL Instance
Document.
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101.SCG
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XBRL Taxonomy Extension
Schema.
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101.CAL
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XBRL Taxonomy Extension Calculation
Linkbase.
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101.DEF
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XBRL Taxonomy Extension Definition
Linkbase.
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101.LAB
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XBRL Taxonomy Extension Label
Linkbase.
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101.PRE
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XBRL Taxonomy
Extension Presentation Linkbase.
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RumbleOn, Inc.
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Date:
June 2, 2020
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By:
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/s/ Steven R.
Berrard
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Steven
R. Berrard
Director
and Chief Financial Officer
(Principal
Financial Officer and Principal Accounting Officer)
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June 2, 2020
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By:
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/s/ Marshall
Chesrown
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Marshall Chesrown
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Chairman and Chief Executive Officer
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June 2, 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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(1)
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the Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended; and
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(2)
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the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
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June 2, 2020
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By:
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/s/ Marshall
Chesrown
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Marshall Chesrown
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Chairman and Chief Executive Officer
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(1)
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the Report fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934,
as amended; and
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(2)
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the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
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June 2, 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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