Attached files
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| EX-99.3 - PRESS RELEASE, DATED APRIL 13, 2021 - RumbleOn, Inc. | rmbl_ex993.htm |
| EX-99.2 - PRESS RELEASE, DATED APRIL 8, 2021 - RumbleOn, Inc. | rmbl_ex992.htm |
| EX-99.1 - PRESS RELEASE, DATED APRIL 8, 2021 - RumbleOn, Inc. | rmbl_ex991.htm |
| EX-5.1 - OPINION OF SNELL & WILMER L.L.P. - RumbleOn, Inc. | rmbl_ex51.htm |
| EX-1.1 - UNDERWRITING AGREEMENT - RumbleOn, Inc. | rmbl_ex1-1.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): 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.
☐
Item 1.01. Entry into Material Definitive
Agreement.
On
April 8, 2021, RumbleOn, Inc. (the “Company”) entered
into an underwriting agreement (the “Underwriting
Agreement”) with B. Riley Securities, Inc., as representative
to the several underwriters named on Schedule A to the Underwriting
Agreement (the “Underwriters”), relating to the
Company’s public offering (the “Offering”) of
1,048,998 shares of Class B Common Stock (the “Firm
Shares”) and an additional 157,349 shares of Class B Common
Stock (the “Additional Shares,” and together with Firm
Shares, the “Shares”).
The Underwriters agreed to purchase the Firm
Shares at a price of $38.00 per share. The Firm Shares were
offered, issued, and sold pursuant to a prospectus supplement and
accompanying prospectus filed with the Securities and Exchange
Commission (the “SEC”) pursuant to an effective shelf
registration statement filed with the SEC on Form S-3 (File No.
333-234340) under the Securities Act of 1933, as amended (the
“Securities Act”), and an effective registration
statement filed with the SEC on Form S-3MEF (File. No. 333-255139)
under the Securities Act.
On April 13, 2021, the Company issued the Firm
Shares and closed the Offering at a public price of $38.00 per
share for net proceeds to the Company of approximately
$36.7 million after deducting the underwriting discount
and offering fees and expenses payable by the
Company.
The
Underwriting Agreement included customary representations,
warranties, and agreements by the Company, customary conditions to
closing, indemnification obligations of the Company and the
Underwriters, including for liabilities under the Securities Act,
other obligations of the parties and termination provisions. The
representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of
the parties to the agreement and were subject to limitations agreed
upon by the contracting parties.
The
Underwriting Agreement is filed as Exhibit 1.1 to this report and
is incorporated herein by reference. The foregoing description of
the terms of the Underwriting Agreement is qualified in its
entirety by reference to Exhibit 1.1. A copy of the opinion of
Snell & Wilmer L.L.P. relating to the legality of the issuance
and sale of the Shares in the Offering is attached hereto as
Exhibit 5.1.
The Company intends to use the net proceeds of the
Offering for working capital and general corporate
purposes. Pending these uses, the Company may invest the net
proceeds in short-term interest-bearing investment grade
instruments.
In
connection with completing the Offering as well as the previously
announced execution of the definitive agreement with RideNow, on
April 12, 2021, the Compensation Committee approved discretionary
bonuses to certain company employees, including to the executive
officers as follows: Marshall Chesrown - $275,000; Steven Berrard -
$275,000; Peter Levy - $175,000. Also, on April 12,
2021, the Compensation Committee approved increases in annual
salaries for each of the executive officers to $500,000, effective
March 1, 2021.
Item 5.02. Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
The
disclosure included in Item 1.01 above is incorporated herein by
reference.
Item 8.01. Other Events.
On
April 8, 2021, the Company issued a press release announcing the
launch of the Offering. The press release is attached as Exhibit
99.1 to this report and is incorporated herein by reference. Also,
on April 8, 2021, the Company issued a press release announcing the
pricing of the Offering. The press release is attached as Exhibit
99.2 to this report and is incorporated herein by
reference.
On
April 13, 2021, the Company issued a press release announcing the
closing of the Offering. The press release is attached as Exhibit
99.3 to this report and is incorporated herein by
reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Underwriting
Agreement, between the Company and the underwriters named therein,
dated April 8, 2021.
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Opinion
of Snell & Wilmer L.L.P.
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Consent
of Snell & Wilmer L.L.P. (included in Exhibit
5.1).
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Press
Release, dated April 8, 2021
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Press
Release, dated April 8, 2021
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Press
Release, dated April 13, 2021
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Additional Information about the Transaction and Where to Find
It
In
connection with the business combination of RumbleOn and RideNow
(the “Transaction”), RumbleOn intends to file relevant
materials with the Securities and Exchange Commission (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 Plan of Merger and Equity Purchase 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 13, 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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