Attached files
| file | filename |
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| EX-99.2 - PRESS RELEASE - RumbleOn, Inc. | rmbl_ex992.htm |
| EX-99.1 - PRESS RELEASE - RumbleOn, Inc. | rmbl_ex991.htm |
| EX-4.1 - FORM OF WARRANT TO PURCHASE CLASS B COMMON STOCK - RumbleOn, Inc. | rmbl_ex41.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - RumbleOn, Inc. | rmbl_ex11.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): October 19,
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:
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
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 Material Definitive Agreement.
On October 19, 2017, RumbleOn, Inc. (the
“Company”) entered into an underwriting agreement (the
“Underwriting Agreement”) with Roth Capital Partners,
LLC and Maxim Group LLC, acting as the representatives for the
underwriters identified therein (the “Underwriters”),
relating to the Company’s public offering (the
“Offering”) of 2,910,000
shares (the “Firm Shares”)
of the Company’s Class B common stock, par value $0.001 per
share (the “Class B Common Stock”). Pursuant to the
Underwriting Agreement, the Company also granted the Underwriters a
30-day option (the “Option”) to purchase up to an
additional 436,500 shares of Class B Common Stock (the
“Option Shares,” and together with the Firm Shares, the
“Shares”) to cover over-allotments.
The
Underwriters agreed to purchase the Firm Shares from the Company
with the option to purchase the Option Shares at a price of $5.115
per share. The Shares were offered, issued, and sold pursuant to an
effective Registration Statement on Form S-1 (Reg. No. 333-220308)
(the “Registration Statement”) and accompanying
prospectus filed with the Securities and Exchange Commission (the
“SEC”) under the Securities Act of 1933, as amended
(the “Securities Act”).
On October 23, 2017, the Company issued the Firm
Shares and closed the Offering at a public price of $5.50 per share
for net proceeds to the Company of approximately
$14.5
million after deducting the
underwriting discount and offering fees and expenses payable by the
Company. In connection with the Offering, on October 19, 2017, the
Class B Common Stock uplisted from the OTCQB and began trading on
The NASDAQ Capital Market under the symbol
“RMBL”.
The
Underwriting Agreement includes customary representations,
warranties, and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act,
other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of
the parties to the agreement and were subject to limitations agreed
upon by the contracting parties.
The
Underwriting Agreement is filed as Exhibit 1.1 to this report and
is incorporated herein by reference. The foregoing description of
the terms of the Underwriting Agreement is qualified in its
entirety by reference to the full text of such
exhibit.
The Company has issued to the representatives of
the Underwriters warrants to purchase 218,250 shares of Class B
Common Stock, which is equal to 7.5% of the aggregate number of
shares of Class B Common Stock sold in the Offering (the
“Representatives’ Warrants”). The
Representatives’ Warrants are exercisable at a per share
price of $6.325, which is equal
to 115% of the Offering price per share of the Shares sold in the
Offering. The Representatives’ Warrants are exercisable at
any time and from time to time, in whole or in part, during the
four-year period commencing one year from the effective date of the
Registration Statement related to the Offering.
The Representatives’ Warrants and the shares
of Class B Common Stock underlying the Representatives’
Warrants have been deemed compensation by FINRA and are, therefore,
subject to a 180-day lock-up pursuant to FINRA Rule 5110(g)(1). The
representative, or permitted assignees under such rule, may not
sell, transfer, assign, pledge, or hypothecate the
Representatives’ Warrants or the securities underlying the
Representatives’ Warrants, nor will the representative engage
in any hedging, short sale, derivative, put, or call transaction
that would result in the effective economic disposition of the
Representatives’ Warrants or the underlying shares of Class B
Common Stock for a period of 180 days from the effective date of
the Registration Statement. Additionally, the
Representatives’ Warrants may not be sold transferred,
assigned, pledged or hypothecated for a 180-day period following
the effective date of the Registration Statement, except in certain
circumstances. The Representatives’ Warrants will provide
for adjustment in the number and price of the
Representatives’ Warrants and the shares of Class B Common
Stock underlying such Representatives’ Warrants in the event
of recapitalization, merger, stock split or other similar capital
transactions, or a future financing undertaken by the
Company.
The
Form of Representatives’ Warrants is filed as Exhibit 4.1 to
this report and is incorporated herein by reference. The foregoing
description of the terms of the Representatives’ Warrants is
qualified in its entirety by reference to the full text of such
exhibit.
On
October 24, 2017, the Company used approximately $1.7 million of
the net proceeds of this Offering for the repayment of certain
senior secured promissory notes in the aggregate principal amount
of $1.65 million, plus accrued interest (the “Bridge
Notes”), which resulted in the termination of the Bridge
Notes. The Bridge Notes bear interest at a rate of 5%
per annum through December 31, 2017, and a rate of 10% per annum
thereafter. Interest is payable monthly in arrears. The maturity
date of the Bridge Notes is September 5, 2018. The principal
amount and any unpaid interest accrued thereon may be prepaid at
any time before the maturity date without premium or penalty upon
five days prior written notice to the holders. Under the terms of
the Bridge Notes, if the Company consummates one or more financing
transactions resulting in available net proceeds of $5,000,000 or
more, the holders of the Bridge Notes may require the Company to
prepay the Bridge Notes.
The
Company intends to use the remaining net proceeds of this Offering
for working capital and general corporate purposes, which may
include purchases of additional inventory held for sale, increased
spending on marketing and advertising and capital expenditures
necessary to grow the business.
Item 1.02 Termination of a Material Definitive
Agreement.
The information in Item 1.01 above is incorporated into this Item
1.02 by reference.
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
The information in Item 1.01 above is incorporated into this Item
3.01 by reference.
Item 8.01 Other Items.
On
October 19, 2017, the Company issued a press release announcing
that it had priced the Offering. On October 23, 2017, the Company
issued a press release announcing that it had closed the Offering.
Copies of these press releases are attached as Exhibits 99.1 and
99.2 to this report and are incorporated herein by
reference.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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Underwriting
Agreement, among the Company, Roth Capital Partners, LLC and
Maxim Group LLC, as the representative
of the Underwriters, dated October 19,
2017.
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Form of
Warrant to Purchase Class B Common Stock, dated October 18,
2017.
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Press
Release, dated October 19, 2017.
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Press
Release, dated October 23, 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 24, 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
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