Attached files
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| EX-10.1 - AMENDMENT TO AMENDED AND RESTATED STOCKHOLDERS AGREEMENT - 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 29, 2017
RumbleOn,
Inc.
(Exact name of
registrant as specified in its charter)
Nevada
(State or Other
Jurisdictionof
Incorporation)
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000-55182
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46-3951329
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(CommissionFile
Number)
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(I.R.S.
EmployerIdentification
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))
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 1.01 Entry into a Material Definitive
Agreement.
On September 29, 2017, RumbleOn, Inc. (the
“Company”) entered into an Amendment (the
“Amendment”) to that certain Amended and Restated
Stockholders’ Agreement, dated February 8, 2017 (the
“Agreement”), with the stockholders of the Company
listed thereto. The Amendment amends and restates sections 2.1(a)
and 2.1(d) of the Agreement to increase the maximum size of the
Company’s Board of Directors (the “Board”) from
six (6) to seven (7) members.
A copy of the
Amendment is attached as Exhibit 10.1 and is incorporated herein by
reference. The foregoing description of the Amendment is qualified
in its entirety by reference to the full text of the
Amendment.
Item
5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
(d)
On September 29, 2017, the Company approved an increase in the size
of the Board from six (6) to seven (7) members, effective October
1, 2017 (the “Effective Date”). Also, on September 29,
2017, the Board appointed Richard A. Gray, Jr. a director of the
Company to fill the additional Board seat as of the Effective Date.
Mr. Gray was also appointed a member of the Audit Committee and the
Nominating and Corporate Governance Committee as of the Effective
Date.
Mr. Gray, 69,
has served as President of Gray & Co. Realtors, Inc., a
licensed real estate service provider he founded, since 1987. Gray
& Co. Realtors has been involved in the development,
liquidation, the joint venture, and management of commercial real
estate, representing both U.S. investors and foreign investors, and
since 1998, has also been involved in raising venture capital for
startup and additional round funding for public companies in the
technology sector. Before Gray & Co. Realtors, he served as a
broker at Wiggins Gray Interests, a company focused on development
of retail and office properties in Dallas Fort Worth Metroplex, as
well as office, industrial, land and retail brokerage from 1985 to
1987. Before Wiggins Gray Interests, he served at Hudson &
Hudson Realtors from 1973 to 1985, Murray Investment Company from
1971 to 1973, and Borden Chemical Company from 1969 to 1971. Mr.
Gray has also served as a director of the Cystic Fibrosis
Foundation, Migra Tech, and Equitable Bank. Mr. Gray received his
BBA from Texas Tech University.
There are no
transactions between Mr. Gray and the Company that would be
reportable under Item 404(a) of Regulation S-K.
As of the
Effective Date, the members of the Audit Committee are Denmar Dixon
(chair), Kevin Westfall, and Richard Gray; the members of the
Compensation Committee are Kevin Westfall (chair), Denmar Dixon,
and Mitch Pierce; and the members of the Nominating and Corporate
Governance Committee are Mitch Pierce (chair), Richard Gray, and
Denmar Dixon.
Item 9.01.
Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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Amendment to Amended and Restated
Stockholders’ Agreement of RumbleOn, Inc., dated September
29, 2017.
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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.
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RUMBLEON,
INC.
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Date: October 5, 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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