Attached files
| file | filename |
|---|---|
| EX-99.1 - PRESS RELEASE - RumbleOn, Inc. | rmbl_ex991.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 8,
2018
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
|
000-55182
|
|
46-3951329
|
|
(Commission
File Number)
|
|
(I.R.S. Employer
Identification No.)
|
|
4521 Sharon Road, Suite 370
Charlotte, North Carolina
|
|
28211
|
|
(Address of Principal Executive Offices)
|
|
(Zip Code)
|
(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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain
Officers.
On
October 8, 2018, the Board of Directors (the “Board”)
of RumbleOn, Inc. (the “Company”) appointed Joseph
Reece a director of the Company effective immediately. Mr. Reece
was also appointed a member of the Compensation Committee and the
Nominating and Corporate Governance Committee effective
immediately.
Mr.
Reece, 57, has more than 30 years of experience advising public and
private corporations, boards, financial sponsors and institutional
investors on strategy, financing, and mergers and acquisitions in
the consumer and retail, technology, media, financial services and
industrial sectors. Mr. Reece is the Founder and Chief Executive
Officer of Helena Advisors, LLC, a Merchant Bank based in Los
Angeles founded in 2015, where in addition to principal investing,
he provides CEO level counseling focused on long-term value
creation. He was Head of the Investment Bank for the Americas for
UBS Securities from October 2017 to May 2018. Prior to that, he
spent 18 years with Credit Suisse where he provided investment
banking, capital market advisory services, and merger and
acquisition advice across a broad range of industries. He held a
number of senior management positions across the Investment Bank,
including the Global Head of ECM, the Global Head of the
Industrials Group and sat on both the Global Equities Management
Committee and the Investment Banking Management Committee. Mr.
Reece began his career at the United States Securities and Exchange
Commission as Staff Counsel ultimately rising to become Special
Counsel for the SEC’s Division of Corporation Finance and
subsequently practiced law with Skadden Arps based in Los Angeles
in the Corporate Practice Group. Mr. Reece is a graduate of
Georgetown University Law Center and the University of Akron. Mr.
Reece currently serves as a member of the board of directors of
Georgetown University Law Center, the Foundation of the University
of Akron and Chair-ity. In addition to his previous service on the
Board of UBS Securities, LLC, Mr. Reece also served on the Boards
of CST Brands, Inc. and LSB Industries, Inc. from 2015 to 2017 and
was previously a member of the board of directors of the New York
Foundation for the Arts and KIPP: NYC.
In connection with Mr. Reece’s appointment,
the Compensation Committee of the Company granted Mr. Reece
15,115 restricted stock units pursuant
to the Company’s 2017 Stock Incentive Plan, as
amended.
Item
9.01.
Financial Statements and Exhibits.
(d)
Exhibits
Exhibit
No.
Description
99.1
Press release, dated October 9, 2018
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.
|
|
RUMBLEON, INC.
|
|
|
|
|
|
|
Date:
October 11, 2018
|
By:
|
/s/ Steven R.
Berrard
|
|
|
|
Steven
R. Berrard
|
|
|
|
Chief
Financial Officer
|