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 17,
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:
☐
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 3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing.
On January 17, 2020, RumbleOn, Inc. (the
"Company") received a notice from the Listing Qualifications
department of the Nasdaq Stock Market ("Nasdaq") indicating that the Company is
not in compliance with the minimum bid price requirement of $1.00
per share set forth in Nasdaq Listing Rule 5450(a)(1) based upon the closing
bid price for the 30 consecutive business days ended January 16,
2020. The Nasdaq notice does not impact the Company's listing at this time and the
Company's stock will continue to trade on Nasdaq while the Company
works to regain compliance with the Nasdaq rule.
The Company will be provided a 180 day period in
which to regain compliance. If at any time during this period the
closing bid price of the Company’s common stock is at least $1.00
for a minimum of ten consecutive business days, the Company will
receive a written confirmation of compliance from Nasdaq and the matter will be
closed.
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 21, 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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