Attached files
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| EX-99.1 - PRESS RELEASE - RumbleOn, Inc. | rmb_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): January 9,
2020
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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901 W. Walnut Hill Lane
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Irving, Texas
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75038
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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)
1350 Lakeshore Drive
Suite 160
Coppell, Texas 75019
(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:
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
☐
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))
Securities
registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name
of each exchange on which registered
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Class B
Common Stock, $0.001 par value
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RMBL
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The
Nasdaq Stock Market LLC
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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 8.01. Other Events.
On January
9, 2020, RumbleOn, Inc. (the "Company") announced that it is
proposing to offer and sell, subject to market conditions, shares
of its Class B Common Stock in an underwritten public offering. The
final terms of the offering will depend on market and other
conditions at the time of pricing, and there can be no assurance as
to whether or when the offering may be completed, or as to the
actual size or terms of the offering. A copy of the press release
announcing the underwritten public offering is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K, including the
press release, contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995 regarding the proposed offering and the intended use of
proceeds from the offering. The offering is subject to market and
other conditions, and there can be no assurance as to whether or
when the offering may be completed, or as to the actual size or
terms of the offering. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which are based on our expectations as of the date of the press
release and speak only as of the date of the press release and are
advised to consider the factors listed above together with the
additional factors under the heading “Forward-Looking
Statements” and “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2018, as may be supplemented or amended by the
Company’s Quarterly Reports on Form 10-Q and other filings
with the SEC. We undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
law.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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Press
Release, dated January 9, 2020
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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 9, 2020
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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