Attached files
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| EX-10.1 - MATERIAL CONTRACTS - RumbleOn, Inc. | rmblex10-1.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): November 2,
2017
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
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001-38248
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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))
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.
The
information in Item 2.03 below is incorporated into this Item 1.01
by reference.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On November 2, 2017, RumbleOn, Inc., a Nevada
corporation (the “Company”), through its wholly-owned subsidiary RMBL
Missouri, LLC (the “Borrower”), entered into a floor
plan line of credit (the "Credit Line") with NextGear Capital, Inc.
(the “Lender”) in the amount of $2,000,000.00, or such
lesser sum which may be advanced to or on behalf of the Borrower
from time to time, pursuant to that certain Demand Promissory Note
and Loan and Security Agreement.
Any advance under the Credit Line bears
interest on a per annum basis from the date of the request of such
advance (or date of the financed receivable, as applicable), based
upon a 360-day year, and such interest shall be compounded daily
until such outstanding advances are paid in full at a rate of
interest set forth in schedules published by the Lender. As of
November 2, 2017, the effective rate of interest was
6.5%. Advances
and interest under the Credit Line are due and payable upon demand,
but, in general, in no event later than 150 days from the date of
request for the advance (or the date of purchase in the case of a
universal funding agreement) or of the receivable, as applicable.
Upon any event of default (including, without limitation, the
Borrower’s obligation to pay upon demand any outstanding
liabilities of the Credit Line), Lender may, at its option and
without notice to the Borrower, exercise its right to demand
immediate payment of all liabilities and other indebtedness and
amounts owed to Lender and its affiliates by the Borrower and its
affiliates.
The
Credit Line is secured by a grant of a security interest in the
vehicle inventory and other assets of the Borrower and payment is
guaranteed by the Company pursuant to a guaranty in favor of the Lender and its affiliates (the
“Guaranty”), a copy of which is attached as Exhibit
10.2 hereto.
The foregoing descriptions of the
Credit Line and the Guaranty are qualified in their entirety by
reference to the full text of the Demand Promissory Note and
Loan and Security Agreement and the Corporate Guaranty,
which are attached to this
Report as Exhibits 10.1 and 10.2 respectively and incorporated by
reference into this Item 2.03.
Item 9.01.
Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit
No.
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Description
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Demand
Promissory Note and Loan and Security Agreement, in favor of
NextGear Capital, Inc., dated November
2, 2017.
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10.2
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Corporate
Guaranty, in favor of NextGear Capital, Inc., dated November 2, 2017. (Included
in Exhibit 10.1)
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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:
November 8, 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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