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EX-99.1 - PRESS RELEASE, DATED JULY 1, 2021 - 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): July 1,
2021
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
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
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75038
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Irving, Texas
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(Zip Code)
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(Address of Principal Executive Offices)
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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:
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 8.01 Other
Events.
On July
1, 2021, RumbleOn, Inc. (the “Company” or
“RumbleOn”) issued a press release announcing that it
had filed a definitive proxy statement for its special meeting of
stockholders in connection with the proposed Business Combination
with RideNow (the “Transaction”). A copy of the press
release is attached as Exhibit 99.1 and incorporated by reference
herein.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
Exhibit No.
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Description
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Press release, dated July 1, 2021
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Additional Information about the Transaction and Where to Find
It
In
connection with the Transaction, on July 1, 2021, RumbleOn filed
with the SEC and commenced the mailing to stockholders of its
definitive proxy statement and proxy card 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 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
resources 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 are included in the definitive proxy statement relating to
the Transaction and available at www.sec.gov. Additional
information regarding the interests of such participants is
contained in the definitive proxy statement relating to the
Transaction. Information about RumbleOn's directors and executive
officers and their ownership of RumbleOn's common stock is set
forth in the definitive proxy statement and in RumbleOn's Annual
Report on Form 10-K for the year ended December 31, 2020, which was
filed with the SEC on March 31, 2021. Other information regarding
the interests of the participants in the proxy solicitation is
included in the definitive proxy statement relating to the
Transaction. These documents can be obtained free of charge from
the sources indicated above.
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 or in accordance with an applicable exemption from the
registration requirements thereof.
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 proposed transactions contemplated by the definitive
agreement, 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 definitive 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 Transaction, 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 pro forma and projected financial information with
respect to the combined company; and (11) other risks and
uncertainties indicated from time to time in the definitive proxy
statement 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.
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: July 1, 2021
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By:
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/s/ Marshall Chesrown
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Marshall Chesrown
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Chief Executive Officer
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