Attached files
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): May 1,
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)
☐ 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
1.01.
Entry
into a Material Definitive Agreement.
The
information under Item 2.03 of this Current Report on Form 8-K is
incorporated herein by reference.
Item
2.03.
Creation
of a Direct Financial Obligation or an Obligation under an Off
Balance Sheet Arrangement of a Registrant.
On May
1, 2020, RumbleOn, Inc. (the “Company”), and its
wholly-owned subsidiaries Wholesale, Inc. and Wholesale Express,
LLC (together, the “Subsidiaries,” and with
the Company, the “Borrowers”), each entered
into loan agreements and related promissory notes (the
“SBA Loan
Documents”) to receive U.S. Small Business
Administration Loans (the “SBA Loans”) pursuant to
the Paycheck Protection Program (the “PPP”) established under
the Coronavirus Aid, Relief, and Economic Security Act (the
“CARES
Act”), in the aggregate amount of $5,176,845.00 (the
“Loan
Proceeds”). The Borrowers received the Loan Proceeds
on May 1, 2020. Under the SBA Loan Documents, the SBA Loans have a
fixed interest rate of 1%, repayment begins six months from the
date of disbursement of each SBA Loan, and the SBA Loans mature two
years from the date of first disbursement. There is no prepayment
penalty.
Pursuant to the
terms of the SBA Loan Documents, the Borrowers may apply for
forgiveness of the amount due on the SBA Loans in an amount equal
to the sum of the following costs incurred by the Borrowers during
the eight-week period (or any other period that may be authorized
by the U.S. Small BusinessAdministration) beginning on the date of
first disbursement of the SBA Loans: payroll costs, any payment of
interest on a covered mortgage obligation, payment on a covered
rent obligation, and any covered utility payment. The amount of SBA
Loan forgiveness shall be calculated in accordance with the
requirements of the PPP, including the provisions of Section 1106
of the CARES Act, although no more than 25% of the amount forgiven
can be attributable to non-payroll costs. No assurance is provided
that forgiveness for any portion of the SBA Loans will be
obtained.
The
promissory notes evidencing the SBA Loans contain customary events
of default relating to, among other things, payment defaults,
breach of representations and warranties, or provisions of the
promissory notes. The occurrence of an event of default may result
in the repayment of all amounts outstanding, collection of all
amounts owing from the Borrowers, and/or filing suit and obtaining
judgment against the Borrowers.
The
foregoing description of the SBA Loan Documents is a summary only
and is qualified in its entirely by the reference to the full text
of the loan agreements and promissory notes, which are filed as
Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6 to this Current
Report and are incorporated herein by reference. A copy of the press release announcing receipt of
the Loan Proceeds is attached as Exhibit 99.1 to this Current
Report.
Item 5.02. Departure or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
On
May 6, 2020, the Board of Directors (the “Board”) of the Company
appointed Michael Marchlik a director of the Company effective May
6, 2020. Michael Marchlik was also appointed a member of the
Compensation Committee and the Audit Committee effective May 6,
2020.
Mr. Marchlik, 47,
has served as the Chief Executive Officer of the Advisory
& Valuations division of Great American Group ("GA") since April 2017,
and is responsible for overseeing the
operations and client service efforts for lenders, sponsors and
borrowers. Prior to that, he served as a Partner and National Sales
and Marketing Director of GA from January 2010 to April 2017, as
Executive Vice President, Western Region of GA from January 2004 to
December 2009, as Senior Vice President of Sales, Western Region of
GA from June 2001 to December 2003, and as Director of Operations
at GA from July 1996 to May 2001. With nearly two and a half
decades of experience in all segments of the asset disposition and
valuation industries, he has extensive understanding of corporate
transactional services, credit structure and asset-based valuation,
lending solutions and business operations. Mr. Marchlik attended
Northeastern University in Boston where he received a Bachelor of
Science in Finance. There are
no transactions between Mr. Marchlik and the Company that would be
reportable under Item 404(a) of Regulation S-K.
In
connection with Mr. Marchlik’s appointment, the Compensation
Committee of the Company granted Mr. Marchlik 35,000 restricted
stock units pursuant to the Company’s 2017 Stock Incentive
Plan, as amended.
A
copy of the press release announcing Mr. Marchlik's appointment to
the Board is attached as Exhibit 99.2 to this Current
Report.
Item
9.01.
Financial
Statements and Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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COVID-19
Stimulus Customer Agreement, dated May 1, 2020, by and between Wood
& Huston Bank and RumbleOn, Inc.
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COVID-19
Stimulus Customer Agreement, dated May 1, 2020, by and between Wood
& Huston Bank and Wholesale, Inc.
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COVID-19
Stimulus Customer Agreement, dated May 1, 2020, by and between Wood
& Huston Bank and Wholesale Express, LLC.
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Paycheck
Protection Program Note, dated May 1, 2020, executed by RumbleOn,
Inc.
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Paycheck
Protection Program Note, dated May 1, 2020, executed by Wholesale,
Inc.
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Paycheck
Protection Program Note, dated May 1, 2020, executed by Wholesale
Express, LLC.
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Press
Release, dated May 7, 2020
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Press
Release, dated May 6, 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: May 7,
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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