Attached files
| file | filename |
|---|---|
| EX-10.1 - SENIOR SECURED 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): September 5,
2017
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction of
Incorporation)
|
000-55182
|
|
46-3951329
|
|
(Commission File
Number)
|
|
(I.R.S. Employer Identification
No.)
|
|
4521 Sharon Road, Suite 370
Charlotte, North Carolina
|
|
28211
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(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))
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
2.03. Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
Effective on
September 5, 2017 (the “Effective Date”), RumbleOn,
Inc., a Nevada corporation (the “Company”), executed
Senior Secured Promissory Notes (the “Notes”) in favor
of several investors, including certain executive officers and
directors of the Company (each a “Noteholder”), in the
aggregate principal amount of $1,650,000.00 (the “Principal
Amount”), which includes an aggregate original issue discount
of $150,000.00. The proceeds to the Company from the Notes, net of
original issuance discount, will be approximately $1,500,000.00.
The Notes are secured by an interest in all the Company’s
Collateral, as such term is defined in the Notes.
The Notes bear interest at a rate equal to 5% per annum through
December 31, 2017, and a rate of 10% per annum thereafter. Interest
will be payable monthly in arrears. Interest on the Notes will be
computed on the basis of a 365-day year for the actual number of
days elapsed. In the event of default, each Noteholder, by written
notice to the Company, may declare the unpaid Principal Amount and
any accrued but unpaid interest thereon to be, and the same shall
thereupon become, forthwith due and payable without presentment,
demand, protest or other notice of any kind, all of which are
waived by the Company, and interest on the unpaid Principal Amount
shall thereafter accrue at the rate of two percent (2%) above the
otherwise applicable interest rate during the continuance of a
default or event of default and shall be payable on
demand.
The maturity date of the Notes is
September 5, 2018 (the “Maturity Date”).
The Principal Amount and
any unpaid interest accrued thereon may be prepaid by the Company
at any time prior to the Maturity Date without premium or penalty
upon five (5) days prior written notice to the Noteholder. If after
the Effective Date the Company consummates in one or more
transactions financing of any nature resulting in net proceeds
available to the Company of Five Million Dollars ($5,000,000) or
more, then the Noteholders may require the Company to prepay the
Notes on thirty (30) days prior written notice to the
Company.
Each Note is considered a “Senior Debt Document,” as
such term is defined in that certain Subordinated Secured Confessed
Judgment Promissory Note dated February 8, 2017 from Company (f\k\a
Smart Server, Inc.) and payable to NextGen Dealer Solutions, LLC
(as amended, modified or restated, the “Subordinated
Note”), and each Noteholder is entitled to all of the rights
of the holder of any Senior Debt as described in the Subordinated
Note.
In connection with the execution of the Notes, the Noteholders have
entered or may enter into a Sharing Agreement with each other
Noteholder, dated September 5, 2017, under which each Noteholder
has agreed or may agree the indebtedness and payment obligations of
the Company with respect to the Notes shall be of equal priority,
none shall have a priority of payment over or be subordinate to the
other, and the proceeds of any foreclosure or enforcement action on
or against any shared Collateral shall be shared pro rata on the
respective Note indebtedness due to each party as of the date
thereof.
The foregoing description of the Notes is qualified in its entirety
by reference to the full text of the Notes, a form of which is
attached to this Current Report on Form 8-K as Exhibit 10.1 and
incorporated by reference into this Item 2.03.
Item 9.01.
Financial Statements and
Exhibits.
(d)
Exhibits
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
Form of
Senior Secured Promissory Note, dated September 5,
2017
|
2
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:
September 11, 2017
|
By:
|
/s/ Steven R.
Berrard
|
|
|
|
|
Steven
R. Berrard
|
|
|
|
|
Chief
Financial Officer and Secretary
|
|
3
EXHIBIT INDEX
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
|
Form of
Senior Secured Promissory Note, dated September 5,
2017
|
4