Attached files
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| 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): January 10,
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
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)
(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))
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
10, 2020, RumbleOn, Inc. (the “Company”) announced the
pricing of its previously announced underwritten public offering of
its Class B Common Stock and private placement of notes. The
offerings are expected to close on January 14, 2020, subject to
customary closing conditions. A copy of the press release
announcing the pricing of the offerings 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, contain
“forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. The offerings are
subject to market and other conditions, and there can be no
assurance as to whether or when the offerings may be completed, or
as to the actual size or terms of the offerings. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which are based on our expectations as of the date of
this report and speak only as of the date of this report 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, including the preliminary prospectus supplement. 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 10, 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 10, 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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