Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - RumbleOn, Inc. | rmbl_ex991.htm |
| EX-5.1 - OPINION OF AKERMAN LLP - RumbleOn, Inc. | rmbl_ex51.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - RumbleOn, Inc. | rmbl_ex1-1.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): July 18,
2018
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:
☐
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.
On July
18, 2018, RumbleOn, Inc. (the “Company”) entered into
an underwriting agreement (the “Underwriting
Agreement”) with National Securities Corporation (the
“Underwriter”), relating to the Company’s public
offering (the “Offering”) of 2,025,000 shares of Class
B Common Stock (the “Firm Shares”) and an additional
303,750 shares of Class B Common Stock (the “Additional
Shares,” and together with Firm Shares, the
“Shares”).
The
Underwriter agreed to purchase the Firm Shares, and on July 19,
2018, exercised their option to purchase the Additional Shares, at
a price of $5.63 per share. The Shares were offered, issued, and
sold pursuant to an effective Registration Statement on Form S-3
(Reg. No. 333-225217) (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 July
20, 2018, the Company issued the Shares and closed the Offering at
a public price of $6.05 per share for net proceeds to the Company
of approximately $12.9 million after deducting
the underwriting discount and offering fees and expenses payable by
the Company.
The
Underwriting Agreement included customary representations,
warranties, and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriter, 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 this exhibit. A copy of the opinion of
Akerman LLP relating to the legality of the issuance and sale of
the Shares in the Offering is attached hereto as Exhibit
5.1.
The
Company intends to use the 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. Pending these uses, the Company may invest the
net proceeds in short-term interest-bearing investment grade
instruments.
Item 8.01 Other Items.
On July
20, 2018, the Company issued a press release announcing that it had
closed the Offering. The press release is attached as Exhibit 99.1
to this report and is 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, between the Company and National Securities Corporation, dated July
18, 2018.
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Opinion
of Akerman LLP.
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Consent
of Akerman LLP (included in Exhibit 5.1).
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Press
Release, dated July 20, 2018.
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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:
July 20, 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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