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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 14, 2020
 
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
 
Nevada
(State or Other Jurisdiction of Incorporation)
 
001-38248
 
46-3951329
(Commission File Number)
 
(I.R.S. Employer Identification No.)
 
901 W. Walnut Hill Lane
Irving, Texas
 
75038
(Address of Principal Executive Offices)
 
(Zip Code)
 
(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)
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))
 
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 14, 2020, RumbleOn, Inc. (the “Company”) announced the additional private placement of $1.25 million convertible notes with Geode Capital Management, LLC.
 
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 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 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. 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
 
Exhibit No.
 
Description
 
Press Release, dated January 14, 2020
 
 
 
 
 
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: January 14, 2019
By:  
/s/ Steven R. Berrard
 
 
 
Steven R. Berrard 
 
 
 
Chief Financial Officer