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): April 8,
2021
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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(214) 771-9952
(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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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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Explanatory Note
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As
previously disclosed in its Current Report on Form 8-K filed with
the Securities and Exchange Commission on March 15, 2021, on March
12, 2021, RumbleOn, Inc. (the “Company” or
“RumbleOn”) entered into a Plan of Merger and Equity
Purchase Agreement (the “Agreement”) with RO Merger Sub
I, Inc., an Arizona corporation and wholly owned subsidiary of the
Company (“Merger Sub I”), RO Merger Sub II, Inc., an
Arizona corporation and wholly owned subsidiary of the Company
(“Merger Sub II”), RO Merger Sub III, Inc., an Arizona
corporation and wholly owned subsidiary of the Company
(“Merger Sub III”), RO Merger Sub IV, Inc., an Arizona
corporation and wholly owned subsidiary of the Company
(“Merger Sub IV,” and together with Merger Sub I,
Merger Sub II, and Merger Sub III, the “Merger
Subs”), C&W Motors, Inc., an Arizona corporation,
Metro Motorcycle, Inc., an Arizona corporation, Tucson Motorcycles,
Inc., an Arizona corporation, and Tucson Motorsports, Inc., an
Arizona corporation, William Coulter, an individual
(“Coulter”), Mark Tkach, an individual
(“Tkach” and together with Coulter, the
“Principal Owners”), and certain other persons who own
equity interests in the Acquired Companies (as defined in the
Agreement) and execute a Seller Joinder (as defined in the
Agreement) (together with the Principal Owners, the
“Sellers” and each, a “Seller”), and Tkach,
as the representative of the Sellers. The Acquired Companies own
and operate powersports retail dealerships under the RideNow brand
which include sales, financing, and parts and service of new and
used motorcycles, ATVs, UTVs, scooters, side by sides, sport bikes,
cruisers, watercraft, and other vehicles and ancillary businesses
and activities relating thereto.
The
Agreement provides that, upon the terms and subject to the
conditions set forth in the Agreement, (i) the Company will acquire
all of the equity interests (the “Equity Purchases”) in
the Transferred Entities (as defined in the Agreement),
(ii) Merger Sub I will merge with and into C&W Motors,
Inc., with C&W Motors, Inc. continuing as a surviving
corporation, (iii) Merger Sub II will merge with and into Metro
Motorcycle, Inc., with Metro Motorcycle, Inc. continuing as a
surviving corporation, (iv) Merger Sub III will merge with and into
Tucson Motorcycles, Inc., with Tucson Motorcycles, Inc. continuing
as a surviving corporation, and (v) Merger Sub IV will merge with
and into Tucson Motorsports, Inc., with Tucson Motorsports, Inc.
continuing as a surviving corporation, in each case under the laws
of the State of Arizona and each as a wholly-owned subsidiary of
the Company (the “Mergers”). The Equity Purchases and
the Mergers will result in the acquisition from the Sellers of up
to 46 Acquired Companies (the “Transaction”). The
Transaction is expected to close in the second or third quarter of
2021.
Each of the Company, the Merger Subs, and the
Sellers has provided customary representations, warranties and
covenants in the Agreement. The completion of the Transaction is
subject to various closing conditions, including (a) the making of
all filings and other notifications required to be made under any
Antitrust Law (as defined in the Agreement) for the consummation of the Transaction, the
expiration or termination of all waiting periods relating thereto,
and the receipt of all clearances, authorizations, actions,
non-actions, or other consents required from a governmental
authority under any Antitrust Law for the consummation of the
Transaction, (b) performance in all respects by each party of its
covenants and agreements, (c) the Company obtaining stockholder
approval of the Transaction and related matters, (d) the shares of
Class B Common Stock to be issued in connection with the
Transaction being approved for listing on Nasdaq, and (e) the
receipt of consent to the Transaction from certain powersports
manufacturers.
Certain
RideNow minority equity holders are not initially parties to the
Agreement and some of such minority holders have rights of first
refusal (“ROFR”) with respect to the RideNow entity in
which they own a stake. If any of these equity holders either
decide not to sell their interests to the Company or to exercise
their ROFR, RumbleOn will not be able to acquire all of the Equity
Interests of the Acquired Companies, or in certain cases any
interests in an Acquired Company, and the consideration payable
therefor in the Transaction will be correspondingly reduced.
RideNow anticipates that all minority owners will participate in
the Transaction and that no minority owners will exercise their
ROFR, but there is no assurance this will occur.
Item 1.01.
Entry into a Material Definitive Agreement.
On
April 8, 2021, the Company and its subsidiary, Next Gen Pro, LLC,
amended and restated its secured promissory note with BRF Finance
Co., LLC an affiliate of B. Riley Securities, Inc., dated March 12,
2021, pursuant to which BRF Finance previously loaned the Company
$2,500,000 (the “Amended and Restated Note”). Pursuant
to the Amended and Restated Note, the note matures on the earlier
of September 30, 2021 or, after May 1, 2021, upon the issuance of
debt or equity in the aggregate amount of $2,650,000 or more. A
copy of the Amended and Restated Note is attached hereto as Exhibit
10.1 and 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.
The
disclosure included in Item 1.01 above is incorporated herein by
reference.
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Item 8.01
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Other
Events
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The
Company is filing this Current Report on Form 8-K to disclose (i)
the audited combined financial statements of RideNow Group and
Affiliates for the years ended December 31, 2020 and December 31,
2019, (ii) the audited combined financial statements of RideNow
Group and Affiliates for the years ended December 31, 2019 and
December 31, 2018 and (iii) the unaudited pro forma condensed
combined financial statements (and related notes) of the Company as
of and for the year ended December 31, 2020. The unaudited pro
forma condensed combined financial statements are based on the
Company’s audited historical consolidated financial
statements and RideNow Group and Affiliates’s audited
historical combined financial statements as adjusted to give effect
to the Company’s acquisition of RideNow and the related
financing transactions. The unaudited pro forma condensed combined
balance sheet as of December 31, 2020 gives effect to these
transactions as if they occurred on December 31, 2020. The
unaudited pro forma condensed combined statements of operations for
the twelve months ended December 31, 2020 give effect to these
transactions as if they occurred on January 1, 2020.
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Item 9.01
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Financial Statements and Exhibits
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(d)
Exhibits
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Exhibit No.
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Description
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Amended and Restated Secured Promisorry Note, dated April 8,
2021.
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Consent of Dixon Hughes Goodman LLP
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The
audited combined financial statements of RideNow Group and
Affiliates for the years ended December 31, 2020 and December 31,
2019
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The
audited combined financial statements of RideNow Group and
Affiliates for the years ended December 31, 2019 and December 31,
2018
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The unaudited pro forma condensed combined financial statements
(and related notes) of the RumbleOn, Inc. as of and for the year
ended December 31, 2020
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Additional Information about the Transaction and Where to Find
It
In
connection with the Transaction, RumbleOn intends to file relevant
materials with the SEC, including a preliminary proxy statement,
and when available, a definitive proxy statement. Promptly after
filing its definitive proxy statement with the SEC, RumbleOn will
mail the definitive proxy statement and a proxy card to each
RumbleOn stockholder entitled to vote at the meeting of
stockholders relating to the Transaction. INVESTORS AND
STOCKHOLDERS OF RUMBLEON ARE URGED TO READ THESE MATERIALS
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER
RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION THAT RUMBLEON
WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL
CONTAIN IMPORTANT INFORMATION ABOUT RUMBLEON, RIDENOW, AND THE
TRANSACTION. The definitive proxy statement, the preliminary proxy
statement, and other relevant materials in connection with the
Transaction (when they become available), and any other documents
filed by RumbleOn with the SEC, may be obtained free of charge at
the SEC’s website (www.sec.gov) or by visiting RumbleOn's
investor relations section at www.rumbleon.com. The information
contained on, or that may be accessed through, the websites
referenced in this report is not incorporated by reference into,
and is not a part of, this report.
Participants in the Solicitation
RumbleOn
and its directors and executive officers may be deemed participants
in the solicitation of proxies from RumbleOn’s stockholders
with respect to the Transaction. A list of the names of those
directors and executive officers and a description of their
interests in RumbleOn will be included in the proxy statement for
the proposed business combination and will be available at
www.sec.gov. Additional information regarding the interests of such
participants will be contained in the proxy statement relating to
the Transaction when available. Information about RumbleOn’s
directors and executive officers and their ownership of
RumbleOn’s common stock is set forth in RumbleOn’s
Annual Report on Form 10-K for the year ended December 31, 2020
filed with the SEC on March 31, 2021. Other information regarding
the interests of the participants in the proxy solicitation will be
included in the proxy statement relating to the Transaction when it
becomes available. These documents can be obtained free of charge
from the sources indicated above.
RideNow
and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the stockholders
of RumbleOn in connection with the Transaction. A list of the names
of such directors and executive officers and information regarding
their interests in the proposed business combination will be
included in the proxy statement relating to the
Transaction.
No Offer or Solicitation
This
report does not constitute an offer to sell or the solicitation of
an offer to buy any securities or a solicitation of any vote or
approval, by RumbleOn, nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful before the registration or qualification under
the securities laws of such state. Any offering of the securities
will only be by means of a statutory prospectus meeting the
requirements of the rules and regulations of the SEC and applicable
law.
Forward
Looking Statements
Certain
statements made in this report are “forward-looking
statements” within the meaning of the “safe
harbor” provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by
the use of words such as “target,”
“believe,” “expect,” “will,”
“shall,” “may,” “anticipate,”
“estimate,” “would,”
“positioned,” “future,”
“forecast,” “intend,” “plan,”
“project,” “outlook”, and other similar
expressions that predict or indicate future events or trends or
that are not statements of historical matters. Examples of
forward-looking statements include, among others, statements made
in this report regarding the Transaction, including the benefits of
the Transaction, revenue opportunities, anticipated future
financial and operating performance, and results, including
estimates for growth, and the expected timing of the Transaction.
Forward-looking statements are neither historical facts nor
assurances of future performance. Instead, they are based only on
management’s current beliefs, expectations, and assumptions.
Because forward-looking statements relate to the future, they are
subject to inherent uncertainties, risks and changes in
circumstances that are difficult to predict and many of which are
outside of RumbleOn's control. Actual results and outcomes may
differ materially from those indicated in the forward-looking
statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause
actual results and outcomes to differ materially from those
indicated in the forward-looking statements include, among others,
the following: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the
Transaction; (2) the failure to obtain debt and equity financing
required to complete the Transaction; (3) failure to obtain the OEM
approvals; (4) the inability to complete the Transaction, including
due to failure to obtain approval of the stockholders of RumbleOn,
certain regulatory approvals, or satisfy other conditions to
closing in the Agreement; (5) the impact of COVID-19 pandemic on
RumbleOn's business and/or the ability of the parties to complete
the Transaction; (6) the risk that the Transaction disrupts current
plans and operations as a result of the announcement and
consummation of the Transaction; (7) the ability to recognize the
anticipated benefits of the proposed business combination, which
may be affected by, among other things, competition, the ability of
management to integrate the combined company's business and
operation, and the ability of the parties to retain its key
employees; (8) costs related to the Transaction; (9) changes in
applicable laws or regulations; (10) risks relating to the
uncertainty of the pro forma financial information with respect to
the combined company; and (11) other risks and uncertainties
indicated from time to time in the preliminary and definitive proxy
statements to be filed with the SEC relating to the Transaction,
including those under “Risk Factors” therein, and in
RumbleOn's other filings with the SEC. RumbleOn cautions that the
foregoing list of factors is not exclusive. RumbleOn cautions
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. RumbleOn does not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in
events, conditions, or circumstances on which any such statement is
based, whether as a result of new information, future events, or
otherwise, except as may be required by applicable law. Neither
RumbleOn nor RideNow gives any assurance that after the Transaction
the combined company will achieve its expectations.
Without
limiting the foregoing, the inclusion of the financial projections
in this report should not be regarded as an indication that
RumbleOn considered, or now considers, them to be a reliable
prediction of the future results. The financial projections were
not prepared with a view towards public disclosure or with a view
to complying with the published guidelines of the SEC, the
guidelines established by the American Institute of Certified
Public Accountants with respect to prospective financial
information, or with U.S. generally accepted accounting principles.
Neither RumbleOn’s independent auditors, nor any other
independent accountants, have compiled, examined or performed any
procedures with respect to the financial projections, nor have they
expressed any opinion or any other form of assurance on such
information or its achievability. Although the financial
projections were prepared based on assumptions and estimates that
RumbleOn’s management believes are reasonable, RumbleOn
provides no assurance that the assumptions made in preparing the
financial projections will prove accurate or that actual results
will be consistent with these financial projections. Projections of
this type involve significant risks and uncertainties, should not
be read as guarantees of future performance or results and will not
necessarily be accurate indicators of whether or not such results
will be achieved.
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: April 8, 2021
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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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