Attached files
| file | filename |
|---|---|
| EX-99.2 - SLIDE DECK PRESENTATION DATED JANUARY 9, 2017 - RumbleOn, Inc. | svtc_ex992.htm |
| EX-10.1 - 2017 RUMBLEON STOCK INCENTIVE PLAN - RumbleOn, Inc. | svtc_ex101.htm |
| EX-3.1 - FORM OF CERTIFICATE OF AMENDMENT - RumbleOn, Inc. | svtc_ex31.htm |
| EX-2.1 - ASSET PURCHASE AGREEMENT, DATED AS OF JANUARY 8, 2017 - RumbleOn, Inc. | svtc_ex21.htm |
| 8-K - CURRENT REPORT - RumbleOn, Inc. | svtc_8k.htm |
Exhibit 99.1
|
Contact
Smart
Server. Inc
info@rumbleon.com
|
4521
Sharon Rd
Suite
370
Charlotte,
NC 28211
|
Smart Server. Inc
|
Press
Release:
Smart
Server Today Provided the Following Key Strategic
Announcements:
1)
The Company’s Board of Directors and Stockholders have
approved a corporate name change to RumbleON, Inc., which is
expected to be effective during the first quarter.
2)
The Company’s ticker symbol will change to RMBL effective,
Tuesday, January 10, 2017.
3)
The Company provides an updated Business Overview.
4)
The Company announces agreement to acquire NextGen Dealer Solutions
in $4.75 Million asset purchase transaction.
5)
The Company appoints three new Directors.
Charlotte, NC, January 9,
2017: Smart Server, Inc.
(OTCQB: SUYT) today provided several key strategic updates on the
business. The company’s Board of Directors and stockholders
have approved a name change to RumbleON, Inc., which is expected to
be effective during the first quarter. Also, the company's ticker
symbol will change from SUYT to RMBL. The ticker symbol
change will be effective at the opening of trading on Tuesday,
January 10, 2017, at which time all information, including stock
trading and market data related to Smart Server, Inc., will be
reported under the new ticker symbol, “RMBL.” The
change in the corporate name and ticker symbol is being made to
reflect the company’s updated business plan to become a
unique, capital light and disruptive e-commerce platform that
facilitates the ability for both consumers and dealers to
Buy-Sell-Trade-Finance pre-owned recreation vehicles.
In
conjunction with the updated business plan, the company announced
the agreement to acquire NextGen Dealer Solutions in a $4.75
Million asset purchase. NextGen has developed a proprietary
technology platform that will underpin the operations of RumbleON.
As a part of the transaction, the company will sign a development
agreement with Halcyon Technologies, founder of NextGen, to
finalize the integration of the technology for the RumbleON
platform and lead further enhancements. The purchase consideration
consists of the issuance of 1.523,809 shares of the company’s
stock, a note in the amount of $1.33 million and a cash payment of
$750,000. The transaction is expected to close in the first quarter
of 2017. In conjunction with the closing of the transaction, the
company has agreed with certain investors to accelerate the funding
of the second tranche of their nvestment totaling $1.35 million. To
affect the acceleration, the company will issue these investors
1,161,920 shares of the company’s stock and a note in the
amount of $667,000.
In
order to add additional advisory capability, and expertise to its
Board of Directors, the company has appointed three new directors
to its Board of Directors and expects to add Kartik Kakarala upon
completion of the NextGen transaction.
Kevin Westfall – Board Member
●
30+ years of
executive experience in automotive retail and finance
operations.
●
Previously held
various executive roles including Senior Vice President of Sales
and Senior Vice President of Automotive Finance at AutoNation,
founder of BMW Financial Services, President of World Automotive
Imports and Leasing and Retail Lease Manager of Chrysler Credit
Corporation.
Page 2
Denmar J. Dixon – Board Member
●
30+ years of
experience in Investment Banking, Finance and
Operations.
●
Previously held
multiple positions at Walter Investment Management Corp. including
Vice Chairman of the Board and CEO, Chief Investment Officer and
EVP.
●
Various senior
roles at Banc of America Securities including Global Head of Basic
Industries Group. Completed in excess of $75 Billion of M&A,
Equity and Debt Capital Markets transactions.
●
Currently Managing
Partner of Blue Flame Capital, LLC.
Mitch Pierce – Board Member
●
35+ years of
experience in automotive retailing.
Kartik Kakarala – Board Member (expected upon completion of
NextGen acquisition)
●
CEO of Halcyon
Technologies, a 280+ person application development company focused
on retail automotive, utility, healthcare, travel, infrastructure,
insurance and finance and banking industries, with development
offices in India.
●
Owned and sold, or
developed as work, for hire leading applications including Red
Bumper (purchased by CDK), 700 Credit, AimData, and the True Car
vehicle purchase program.
An
updated business overview is provided below:
|
BUSINESS
OVERVIEW
|
RumbleON (RMBL) is
designed to be a unique, capital light and disruptive e-commerce
platform that facilitates the ability for both consumers and
dealers to Buy-Sell-Trade-Finance all pre-owned recreation
vehicles. Our goal is to have the platform recognized as the most
trusted and effective solution for the sale, acquisition and
distribution of recreation vehicles and provide users an efficient,
fast, transparent and engaging experience. Our initial product
focus is on the market for 650cc and larger on road motorcycles,
particularly those concentrated in the Harley Davidson™
(Harley) brand, and we will look to extend to other brands and
additional vehicle types and products as the platform
matures.
RMBL,
serving both consumers and dealers, will make consumers or dealers
a cash offer for the purchase of their vehicle or will provide them
the flexibility to, trade, list, consign, or auction their vehicle
through the website and mobile app of RumbleON. In addition, RMBL
will offer a large inventory of vehicles for sale on our website
and will offer financing and associated products. RMBL operations
are designed to be highly scalable by utilizing an infrastructure
and capital light model created by forging a synergistic
relationship with dealers.
Marshall Chesrown
the Company’s Chairman and CEO commented on the key strategy
updates;“We are very excited to be taking the steps to launch
the RumbleON business plan. We believe that the strategic plan
places RMBL at the center of a very attractive market opportunity
with minimal competition and high scalability on an infrastructure
and capital light basis, which we believe will drive strong margins
and profitability for the business in the future. RMBL will be
uniquely positioned to acquire vehicles at an attractive cost and
will have multiple revenue opportunities primarily from the sale of
vehicles, finance and associated product revenue. The acquisition
of the NextGen Dealer Solutions and development partnership with
Halcyon positions RumbleON with a proprietary technology platform
which we will utilize to drive the business and provide a truly
unique experience to our customers. In addition, we are very proud
to have added the new board members to the RumbleON team. Each has
deep business experience and expertise which will be invaluable to
the company as we grow and execute on our strategic
plan.”
Page
3
FORWARD-LOOKING
STATEMENTS
This
press release contains “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,” “plans,”
“projects,” “will,” “may,”
“anticipate,” “believes,”
“should,” “intends,”
“estimates,” and other words of similar meaning. Such
forward looking statements include statements about the NextGen
acquisition, the expected timing of the corporate name change, and
the company’s updated business plan and strategy. 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 press release and speak only as of the date of
this press release and are advised to consider the following
factors: the company has no operating history and no assurance can
be given that the company will achieve or maintain profitability;
the initial development and growth of the company’s business
over the first 24 months of operations may not be indicative of the
company’s future growth and, if the company continues to grow
rapidly, it may not be able to manage its growth effectively; the
company may require additional capital to pursue its business
objectives and respond to business opportunities, challenges or
unforeseen circumstances and if capital is not available on terms
acceptable to the company or at all, the company may not be able to
develop and grow its business as anticipated and its business,
operating results and financial condition may be harmed; if key
industry participants perceive the company in a negative light or
relationships with them suffer harm, the company’s ability to
operate and grow its business and its financial performance may be
damaged; the company may be unable to develop, maintain or grow
relationships with information data providers or may experience
interruptions in the data feeds it provides, which may limit the
information that it is able to provide to its users and dealers as
well as adversely affect the timeliness of such information and may
impair its ability to attract or retain consumers and dealers and
to timely invoice all parties; if the company suffers a significant
interruption in its ability to gain access to third-party data, its
business and operating results will suffer; the success of its
business will depend heavily on its marketing and branding efforts,
especially with respect to the company’s website and branded
mobile applications, as well as those websites of dealers that
provide website solutions, and these efforts may not be successful;
the failure to develop and maintain the company’s brand could
harm its ability to grow unique visitor traffic and to expand the
company’s dealer network; the company anticipates relying on
internet search engines to drive traffic to its website, and if the
company fails to appear prominently in the search results, its
business would be adversely affected; a significant disruption in
service on the company’s website or of its mobile
applications could damage its reputation and result in a loss of
consumers, which could harm its business, brand, operating results,
and financial condition; if the company is unable to provide a
compelling buying experience to its users, the number of
transactions between the company’s users, the company and the
dealers will decline and the company’s revenue and results of
operations will suffer harm; the company expects that the growth of
its business will rely significantly on its ability to increase the
number of dealers such that the company is able to increase the
number of transactions between its users and dealers and the
failure to do so would limit the company’s growth; the
company’s ability to grow its complementary product offerings
may be limited, which could negatively impact its development,
growth, revenue and financial performance; the company will be
relying on third-party financing providers to finance a significant
portion of its customers’ vehicle purchases; the
company’s ability to sell recreational vehicles may be
adversely impacted by increased supply of and/or declining prices
for used recreational vehicles and excess supply of new
recreational vehicles; the company will rely on a number of third
parties to perform certain operating and administrative functions
for the company; the company participates in a highly competitive
market, and pressure from existing and new companies may adversely
affect its business and operating results; seasonality or weather
trends may cause fluctuations in the company’s unique
visitors, revenue and operating results; the company expects to be
subject to a complex framework of federal and state laws and
regulations primarily concerning vehicle sales, advertising and
brokering, many of which are unsettled, still developing and
contradictory, which have in the past, and could in the future,
subject the company to claims, challenge the company’s
business model or otherwise harm its business; the company
collects, processes, stores, shares, discloses and uses personal
information and other data, and its actual or perceived failure to
protect such information and data could damage its reputation and
brand and harm its business and operating results; failure to
adequately protect intellectual property could harm the
company’s business and operating results; the company may in
the future be subject to intellectual property disputes, which are
costly to defend and could harm its business and operating results;
the company depends on key personnel to operate its business, and
if the company is unable to retain, attract and integrate qualified
personnel, its ability to develop and successfully grow its
business could be harmed; and the company may acquire other
companies or technologies, which could divert management's
attention, result in additional dilution to its stockholders and
otherwise disrupt its operations and harm its operating results.
Also, readers are advised to consider the additional factors under
the heading “Cautionary Statement Regarding Forward-Looking
Statements” and “Risk Factors” in the
company’s Annual Report on Form 10-K, as may be supplemented
or amended by the company’s Quarterly Reports on Form 10-Q
and other filings with the SEC. The company undertakes 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.
Contact Information:
Contact:
Smart
Server, Inc.
info@rumbleon.com