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): March 30,
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:
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☐
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Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2 (b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
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Title of 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. ☐
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Item 2.02
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Results of Operations and Financial Condition.
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On
March 30, 2020, RumbleOn, Inc. (the “Company”) issued a
press release reporting, among other things, its results for the
year ended December 31, 2019. A copy of the press release is
furnished as Exhibit 99.1 to this report.
The
information furnished pursuant to this Item 2.02, including
Exhibit 99.1, shall not be deemed “filed” for
purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject
to the liabilities under that section and shall not be deemed to be
incorporated by reference into any filing of the Company under the
Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such
filing.
The
Company has not completed its Annual Report for the year ended
December 31, 2019 (the “Annual Report”). As such, the
information in this report and on the Company’s website is
subject to change. Although the Company currently expects that its
final 2019 results will be as described in this report and on its
website, it is possible that the Company’s final 2019 results
will be different. The information in this report and on the
Company’s website represents the most current information
available to management and is not meant to be a comprehensive
statement of the Company’s financial results for the year
ended December 31, 2019.
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Item 8.01
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Other Events.
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Also,
on March 30, 2020, the Company announced that the Company’s
operations and business have experienced disruption due to the
unprecedented conditions surrounding the Coronavirus (COVID-19)
pandemic spreading throughout the United States, and management is
currently unable to timely review and prepare the Annual Report.
Also, the Company and its insurance carriers continue the
assessment of the costs and damages sustained by the
Company’s Nashville facilities and inventory from the
tornadoes on March 3, 2020 and the Company continues to develop and
implement a final recovery plan. As a result, the Company will
delay the filing of the Annual Report by up to 45 days in
accordance with the U.S. Securities and Exchange Commission’s
(“SEC”) March 25, 2020 Order (which extended and
superseded a prior order issued on March 4, 2020), pursuant to
Section 36 of the Exchange Act (Release No. 34-88465) (the
“Order”), which allows for the delay of certain filings
required under the Exchange Act. In reliance upon the Order,
the Company expects to file its Annual Report no later than May 14,
2020, which is 45 days after the original due date of the Annual
Report. If the Annual Report is filed by May 14, 2020, it will be
deemed timely filed by the SEC.
In
addition, the Company is supplementing the risk factors previously
disclosed in the Company’s Annual Report on Form 10-K for the
year ended December 31, 2018 and its subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K, with the following
risk factor:
Recent
and future disruptions in domestic and global economic and market
conditions could have adverse consequences for the used powersports
and automotive retail industry.
In the
normal course of business, the used powersports and automotive
retail industry is subject to changes in regional U.S. economic
conditions, including interest rates, gasoline prices, inflation,
personal discretionary spending levels, and consumer sentiment
about the economy in general. Recent and future disruptions in
domestic and global economic and market conditions, including as a
result of the recent outbreak of COVID-19, could adversely affect
consumer demand or increase the Company’s costs, resulting in
lower profitability for the Company. In response to the COVID-19
situation, federal, state and local governments are considering
placing, or have placed, restrictions on conducting or operating
business activities. At this time those restrictions are very fluid
and evolving. The Company has been and will continue to be impacted
by those restrictions, including the closures of certain offices.
Given that the type, degree and length of such restrictions are not
known at this time, the Company cannot predict the overall impact
of such restrictions on the Company, its customers, its regional
business partners, and others that the Company works with or the
overall economic environment. As such, the impact these
restrictions may have on the Company’s financial position,
operating results and liquidity cannot be reasonably estimated at
this time.
Forward-Looking
Statements
This
Current Report on Form 8-K may contain “forward-looking
statements” as that term is defined under the Private
Securities Litigation Reform Act of 1995 (PSLRA), which statements
may be identified by words such as “expects,”
“projects,” “will,” “may,”
“anticipates,” “believes,”
“should,” “intends,”
“estimates,” and other words of similar meaning.
As a result of a number of known and
unknown risks and uncertainties, including the unprecedented impact
of COVID-19 pandemic on the Company’s business, customers,
employees, regional business partners and other stakeholders, the
Company’s actual results or performance may be materially
different from those expressed or implied by these forward-looking
statements. Readers are cautioned not to place undue
reliance on these forward-looking statements, which are based on
the Company’s 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 under the heading
“Forward-Looking Statements” and “Risk
Factors” in the Company’s SEC filings, as may be
updated and amended from time to time. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements, 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 March 30, 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:
March 30, 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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