Attached files
| file | filename |
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| EX-10.1 - PROMISSORY NOTE - RumbleOn, Inc. | rmbl_ex101.htm |
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): March 31,
2017
RumbleON, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
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000-55182
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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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4521 Sharon Road
Suite 370
Charlotte, North Carolina
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28211
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(Address of Principal Executive Offices)
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(Zip Code)
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(704) 448-5240
(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)
☐
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))
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under and Off-Balance Sheet Arrangement of a
Registrant.
The
disclosure included in Item 3.02 below is incorporated in this Item
2.03 by reference.
Item
3.02. Unregistered Sales of Equity Securities.
On
March 31, 2017, RumbleON, Inc., a Nevada corporation
("RumbleON" or the "Company"), completed a private placement of
620,000 shares of the Company's Class B common stock, par value
$0.001 (the "Common Stock"), at a price of $4.00 per share for
aggregate proceeds of $2.48 million. Proceeds from the private
placement will be used to complete the launch of our website,
rumbleON.com,
acquire vehicle inventory, continue development of our platform,
and for working capital purposes. The Company intends to file a
Registration Statement on Form S-1 covering the resale of such
shares during the second quarter of 2017.
The
following directors and officers of RumbleON participated in the
offering:
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Name
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Position
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Shares
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Purchase
Price
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Marshall
Chesrown
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Chairman and
CEO
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62,500
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$250,000
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Steven
Berrard(1)
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Director and
CFO
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62,500
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250,000
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Mitch
Pierce
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Director
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37,500
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150,000
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Kevin
Westfall
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Director
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12,500
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50,000
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Total
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175,000
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$700,000
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(1)
Through Berrard Holdings Limited Partnership.
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Also on
March 31, 2017, the Company completed funding of the second tranche
of the November 2016 private placement (the “2016 Private
Placement”) pursuant to which purchasers in the 2016 Private
Placement each received their pro rata share of (1) 1,161,920
shares of Common Stock and (2) a promissory note in the aggregate
principal amount of $667,000, in consideration of cancellation of
loan agreements having an aggregate principal amount committed by
the purchasers of $1.35 million. A form of the promissory note is
attached as Exhibit
10.1 to this report.
Also on
March 31, 2017, the Company issued 275,312 shares of Common Stock
upon conversion of a promissory note held by Berrard Holdings
Limited Partnership, having an aggregate principal amount,
including accrued interest, of $206,484 and a conversion price of
$0.75 per share.
The
shares issued in the foregoing transactions were issued in reliance
on the exemption from registration provided by Section 4(a)(2)
under the Securities Act of 1933, as amended, or Regulation D
thereunder, as a sale not involving any public
offering.
Item 9.01.
Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Form of
Promissory Note.
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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:
April 4, 2017
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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 and Secretary
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EXHIBIT INDEX
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Exhibit No.
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Description
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Form of
Promissory Note.
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