Attached files
| file | filename |
|---|---|
| EX-10.2 - MATERIAL CONTRACTS - RumbleOn, Inc. | rmbl_ex102.htm |
| EX-99.1 - ADDITIONAL EXHIBITS - RumbleOn, Inc. | rmbl_ex991.htm |
| EX-10.4 - MATERIAL CONTRACTS - RumbleOn, Inc. | rmbl_ex104.htm |
| EX-10.3 - MATERIAL CONTRACTS - RumbleOn, Inc. | rmbl_ex103.htm |
| EX-10.1 - MATERIAL CONTRACTS - 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): February 16, 2018
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 1.02. Termination of a Material Definitive
Agreement.
On February 20, 2018, RumbleOn, Inc., a Nevada
corporation (the “Company”), notified NextGear Capital, Inc. ("NextGear")
that it was terminating that certain floor plan line of credit (the
“NextGear Facility”), dated November 2, 2017, between
NextGear and RMBL Missouri, LLC, a wholly owned subsidiary of the
Company (the “Borrower”), and all security or other
credit documents entered into in connection therewith. At the time
of notification, there was no indebtedness outstanding under the
NextGear Facility.
Item 2.03. Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.
On February 16, 2018, the
Company, through Borrower, entered
into an Inventory Financing and Security Agreement (the "Credit
Facility") with Ally Bank, a Utah chartered state bank (“Ally
Bank”) and Ally Financial, Inc., a Delaware corporation
(“Ally” together with Ally Bank, the
“Lender”), pursuant to which the Lender may provide up
to $25 million in financing, or such lesser sum which may be
advanced to or on behalf of the Borrower from time to time, as part
of its floorplan vehicle financing program. Advances under the
Credit Facility require the Company maintain 10.0% of the advance
amount as restricted cash.
Advances under the Credit Facility will bear interest at a per
annum rate designated from time to time by the Lender and will be
determined using a 365/360 simple interest method of calculation,
unless expressly prohibited by law. Advances under the Credit
Facility, if not demanded earlier, are due and payable for each
vehicle financed under the Credit Facility as and when such vehicle
is sold, leased, consigned, gifted, exchanged, transferred, or
otherwise disposed of. Interest under the Credit Facility is due
and payable upon demand, but, in general, in no event later than 60
days from the date of request for payment.
Upon any event of default (including, without limitation, the
Borrower’s obligation to pay upon demand any outstanding
liabilities of the Credit Facility), the 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
Facility 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 (the “Corporate
Guaranty”), and secured by the Company pursuant to a General
Security Agreement (the “Security Agreement”), copies
of which are attached as Exhibits 10.3 and 10.4
hereto.
The foregoing descriptions of the
Credit Facility and the Guaranty are qualified in their entirety by
reference to the full text of the Inventory Financing and Security Agreement,
the Addendum to the Inventory Financing and Security Agreement,
the Corporate Guaranty and the Security Agreement,
which are attached to this
Report as Exhibits 10.1, 10.2, 10.3 and 10.4 respectively and
incorporated by reference into this Item 2.03.
The
Company filed a press release announcing the entry into the Credit
Facility on February 21, 2018. A copy of the press release is
attached to this Report as Exhibit 99.1 and is incorporated by
reference in this Report.
Item 9.01.
Financial Statements and
Exhibits.
(d)
Exhibits
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Exhibit No.
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Description
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Inventory Financing and Security
Agreement, by and among RMBL Missouri, LLC, Ally Bank and
Ally Financial, Inc., dated February
16, 2018.
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Addendum to Inventory Financing and Security
Agreement, by and among RMBL Missouri, LLC, Ally Bank and
Ally Financial, Inc., dated February
16, 2018.
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Cross
Collateral, Cross Default and Guaranty Agreement, by and among Ally
Bank, Ally Financial, Inc., RumbleOn,
Inc., and RMBL Missouri, LLC,
dated February 16, 2018.
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General Security Agreement, by and among RumbleOn, Inc.,
Ally Bank and Ally Financial, Inc., dated February 16, 2018.
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Press
Release, dated February 21,
2018.
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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:
February 23, 2018
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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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3