Attached files
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EX-99.2 - AUDITED HISTORICAL FINANCIAL STATEMENTS - RumbleOn, Inc. | rmbl_ex992.htm |
EX-99.5 - THE UNAUDITED PRO FORMA FINANCIAL INFORMATION FOR RUMBLEON, INC. - RumbleOn, Inc. | rmbl_ex995.htm |
EX-99.4 - UNAUDITED FINANCIAL STATEMENTS - RumbleOn, Inc. | rmbl_ex994.htm |
EX-99.3 - COMBINED FINANCIAL STATEMENTS - RumbleOn, Inc. | rmbl_ex993.htm |
EX-99.1 - AUDITED HISTORICAL FINANCIAL STATEMENTS - RumbleOn, Inc. | rmbl_ex991.htm |
EX-23.2 - CONSENTS OF EXPERTS AND COUNSEL - RumbleOn, Inc. | rmbl_ex232.htm |
EX-23.1 - CONSENTS OF EXPERTS AND COUNSEL - RumbleOn, Inc. | rmbl_ex231.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): January 14, 2019 (October
25, 2018)
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
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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1350 Lakeshore Drive
Suite 160
Coppell, Texas
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75019
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(Address of Principal Executive Offices)
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(Zip Code)
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(469) 250-1185
(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. ☒
Explanatory Note
This
Current Report on Form 8-K/A (Amendment No. 1) amends the
Current Report on Form 8-K filed with the Securities and
Exchange Commission (the “SEC”) by RumbleOn, Inc.
(the “Company”) on October 31, 2018 (the
“Original 8-K”) announcing the completion of (i) the
merger (the “Wholesale Merger”) of Wholesale Holdings,
Inc., a Tennessee corporation (“Holdings”), with and
into the Company’s newly-formed acquisition subsidiary RMBL
Tennessee, LLC, a Delaware limited liability company (“Merger
Sub”), with Merger Sub surviving the Wholesale Merger as a
wholly-owned subsidiary of the Company, and Wholesale, LLC, a
Tennessee limited liability company and previously a wholly-owned
subsidiary of Holdings (“Wholesale”), becoming a
wholly-owned subsidiary of Merger Sub, pursuant to an Agreement and
Plan of Merger (as amended, the “Merger Agreement”),
dated October 25, 2018, by and among the Company, Merger Sub,
Holdings, Wholesale, Steven Brewster and Janelle Brewster (each a
“Stockholder”, and together the
“Stockholders”), Steven Brewster, a Tennessee resident,
as the representative of each Stockholder, and, for the limited
purposes of Section 5.8, Marshall Chesrown and Steven R. Berrard,
and (ii) the acquisition of all of the membership interests in
Wholesale Express, LLC, a Tennessee limited liability company
(“Wholesale Express”), pursuant to a Membership
Interest Purchase Agreement (the “Purchase Agreement”),
dated October 25, 2018, by and among the Company, Mr. Brewster and
Justin Becker (together the “Express Sellers”), and Mr.
Brewster as representative of the Express Sellers (the
“Express Acquisition,” and together with the Wholesale
Merger, the “Acquisitions”). Following the Wholesale
Merger, Wholesale was converted from a limited liability company to
a corporation under the name Wholesale, Inc.
In
the Original 8-K, the Company indicated that it would file the
historical and pro forma financial information required under Item
9.01 with respect to the Acquisitions within 71 days of the due
date of the Original 8-K, as permitted by the SEC rules. The
Company is now filing this Amendment No. 1 to include the
required financial statements and pro forma financial information
as a result of the completion of the Acquisitions. Except as
indicated above and below, all other information in the Original
8-K remains unchanged.
Item
9.01.
Financial
Statements and Exhibits.
(a)
Financial Statements of Businesses Acquired.
The
audited historical financial statements of Wholesale, Inc. for the
years ended December 31, 2015, 2016 and 2017 and Wholesale Express
for the years ended December 31, 2016 and 2017 are filed herewith
as Exhibits 99.1 and 99.2, respectively, and the unaudited
financial statements of Wholesale, Inc. and Wholesale Express for
the nine months ended September 30, 2018 are filed herewith as
Exhibits 99.3 and 99.4, respectively, and are incorporated herein
by reference.
(b) Pro
Forma Financial Information.
The
unaudited pro forma financial information for the Company, after
giving effect to the Acquisitions and adjustments described in such
pro forma information, are attached hereto as Exhibit 99.5, and
incorporated herein by reference.
(d)
Exhibits
Exhibit No.
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Description
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Consent
of Henderson, Hutcherson & McCullough, PLLC.
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Consent
of Henderson, Hutcherson & McCullough, PLLC.
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The
audited historical financial statements of Wholesale, Inc., for the
years ended December 31, 2015, 2016 and 2017.
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The
audited historical financial statements of Wholesale Express, LLC,
for the years ended December 31, 2016 and 2017.
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The
unaudited financial statements of Wholesale, Inc., for the nine
months ended September 30, 2018.
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The
unaudited financial statements of Wholesale Express, LLC, for the
nine months ended September 30, 2018.
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The
unaudited pro forma financial information for RumbleOn, Inc., after
giving effect to the Acquisitions, and adjustments described in
such pro forma information.
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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: January 14, 2019
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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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