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CUSIP Nos. 781386
206
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Page 2 of
7
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1.
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NAMES
OF REPORTING PERSONS
NextGen
Dealer Solutions, LLC
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) ☑
(see
instructions) (b)
☐
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3.
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
SC,
OO
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5.
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CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
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6.
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CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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7.
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SOLE
VOTING POWER
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1,523,809 shares of
Class B Common Stock*
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8.
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SHARED
VOTING POWER
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9.
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SOLE
DISPOSITIVE POWER
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1,523,809 shares of
Class B Common Stock*
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10.
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SHARED
DISPOSITIVE POWER
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11.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,523,809 shares of
Class B Common Stock*
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12.
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CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(see
instructions)
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13.
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PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
22.0%
of Class B Common Stock
(1)
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14.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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*
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NextGen
Dealer Solutions, LLC (“NextGen”) beneficially owns
1,523,809 shares of Class B Common Stock. NextGen is a limited
liability company controlled by Kartik Kakarala.
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(1)
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Based
on 6,923,809 shares of the Company's Class B Common Stock
outstanding as of February 13, 2017.
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CUSIP Nos. 781386
206
|
Page 3 of
7
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|
1.
|
NAMES
OF REPORTING PERSONS
Kartik
Kakarala
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP
(a) ☑
(see
instructions) (b)
☐
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
SOURCE
OF FUNDS (see instructions)
SC,
OO
|
|
5.
|
CHECK
IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
|
|
6.
|
CITIZENSHIP OR
PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
7.
|
SOLE
VOTING POWER
|
1,523,809 shares of
Class B Common Stock*
|
|
8.
|
SHARED
VOTING POWER
|
|
|
9.
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SOLE
DISPOSITIVE POWER
|
1,523,809 shares of
Class B Common Stock*
|
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10.
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SHARED
DISPOSITIVE POWER
|
|
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11.
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AGGREGATE AMOUNT
BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,523,809 shares of
Class B Common Stock*
|
|
12.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
(see
instructions)
|
|
13.
|
PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (11)
22.0%
of Class B Common Stock
(1)
|
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14.
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TYPE
OF REPORTING PERSON (see instructions)
OO
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*
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|
NextGen
Dealer Solutions, LLC (“NextGen”) beneficially owns
1,523,809 shares of Class B Common Stock. NextGen is a limited
liability company controlled by Kartik Kakarala.
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(1)
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Based
on 6,923,809 shares of the Company's Class B Common Stock
outstanding.
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CUSIP Nos. 781386
206
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Page 4 of
7
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Item 1. Security and Issuer.
This
Schedule 13D is filed by Kartik Kakarala and NextGen Dealer
Solutions, LLC ("NextGen") (collectively, the “Reporting
Person”) with respect to shares of Class B Common Stock, par
value $0.001 per share (the "Class B Common Stock"), of RumbleON,
Inc., a Nevada corporation (the “Issuer”), formerly
known as Smart Server, Inc. The principal executive offices of the
Issuer are located at 4521 Sharon Road, Suite 370, Charlotte, North
Carolina 28211.
On
January 9, 2017, the Issuer's Board of Directors (the "Board") and
stockholders holding 6,375,000 of the Issuer's issued and
outstanding shares of common stock approved an amendment to the
Issuer's Articles of Incorporation (the "Certificate of
Amendment"), to change the name of the Issuer to RumbleON, Inc. and
to create an additional class of common stock of the Company. The
Certificate of Amendment became effective on February 13, 2017 (the
"Effective Date"), after the notice and accompanying Information
Statement describing the amendment was furnished to non-consenting
stockholders of the Issuer in accordance with Nevada and Federal
securities law.
Immediately
before the Effective Date, the Issuer had authorized 100,000,000
shares of common stock, par value $0.001 per share (the "Authorized
Common Stock"), including 6,400,000 issued and outstanding shares
of common stock (the "Outstanding Common Stock," and together with
the Authorized Common Stock, the "Common Stock"). Pursuant to the
Certificate of Amendment, the Issuer designated 1,000,000 shares of
Authorized Common Stock as Class A Common Stock, which Class A
Common Stock ranks pari passu with all of the rights and privileges
of the Common Stock, except that holders of the Class A Common
Stock are entitled to ten votes per share of Class A Common Stock
issued and outstanding and (ii) all other shares of Common Stock,
including all shares of Outstanding Common Stock are deemed Class B
Common Stock, which Class B Common Stock is identical to the Class
A Common Stock in all respects, except that holders of the Class B
Common Stock are entitled to one vote per share of Class B Common
Stock issued and outstanding.
Item 2. Identity and Background.
On
January 8, 2017, the Issuer entered into an Asset Purchase
Agreement with the Reporting Person, Halcyon Consulting, LLC
("Halcyon"), and members of Halcyon signatory thereto ("Halcyon
Members," and together with Halcyon, the "Halcyon Parties") as
amended by that certain Assignment, dated February 8, 2017, between
the Issuer and NextGen Pro, LLC (the "NextGen Agreement"). The
NextGen Agreement provided that NextGen Pro, LLC, a Delaware
limited liability company and a wholly-owned subsidiary of the
Issuer, will acquire substantially all of the assets of NextGen in
exchange for approximately $750,000 in cash, plus 1,523,809
unregistered shares of Class B Common Stock of the Issuer (the
"Purchaser Shares"), and a subordinated secured promissory note
(the "Acquisition Note") issued by the Issuer in favor of NextGen
in the amount of $1,333,333 (the "NextGen Acquisition "). NextGen
and the Halcyon Parties are collectively referred to as the "Seller
Parties."
On
February 8, 2017 (the "Closing Date"), the Issuer completed the
NextGen Acquisition in exchange for $750,000 in cash, the Purchaser
Shares, and the Acquisition Note. The Acquisition Note matures on
the third anniversary of the Closing Date (the "Maturity Date").
Interest accrues and will be paid semi-annually (i) at a rate of
6.5% annually from the Closing Date through the second anniversary
of such date and (ii) at a rate of 8.5% annually from the second
anniversary of the Closing Date through the Maturity Date. In
connection with the NextGen Acquisition, on February 8, 2017,
Kartik Kakarala was elected as a director of the Issuer. Mr.
Kakarala has voting and dispositive control over
NextGen.
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CUSIP Nos. 781386
206
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Page 5 of
7
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The
1,523,809 shares of the Issuer's Class B Common Stock held by the
Reporting Person represent 22.0% of the Issuer’s issued and
outstanding shares of Class B Common Stock as of February 13,
2017.
The
principal business address of the Reporting Person is 1431 Greenway
Drive, Suite 750, Irving, Texas 75038. Mr. Kakarala's principal
occupation is Chief Executive Officer of Halcyon. Mr. Kakarala is a
United States citizen and NextGen is a Delaware limited liability
company.
During
the last five years, the Reporting Person has not been convicted in
a criminal proceeding (excluding traffic violations and similar
misdemeanors) or been a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws,
or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
The
information regarding the Acquisition in Item 2 is incorporated
herein by reference.
Item
4. Purpose of Transaction.
The
information regarding the Acquisition in Item 2 is incorporated
herein by reference.
Other
than as described above, the Reporting Person does not have any
present plan or proposal which relates to, or would result in any
action with respect to, the matters listed in paragraphs (a)
through (j) of Item 4 of Schedule 13D.
Item
5. Interest in Securities of the Issuer.
(a) The
Reporting Person is the beneficial owner of 1,523,809 shares of
Class B Common Stock of the Issuer, representing 22.0% of the
Issuer’s issued and outstanding shares of Class B Common
Stock. The percentage of beneficial ownership is based upon
6,923,809 shares of Class B Common Stock outstanding as of February
13, 2017.
(b) The
information contained on the cover page to this Schedule 13D is
incorporated herein by reference.
(c)
Transactions in the Issuer’s securities affected by the
Reporting Persons during the past sixty days:
The
information set forth above in Item 2 is incorporated herein by
reference.
There
were no additional transactions in the last 60 days.
(d)-(e)
Not applicable.
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CUSIP Nos. 781386
206
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Page 6 of
7
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Item
6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer.
In
connection with the closing of the NextGen Acquisition, on the
Closing Date, the Issuer, the Reporting Person and certain of the
Seller Parties entered into a Registration Rights Agreement (the
"Registration Rights Agreement"), pursuant to which the Issuer will
register the Purchaser Shares for resale. Under the terms of the
Registration Rights Agreement, the Issuer will be required to file
a registration statement on an appropriate form covering the resale
of the Purchaser Shares no later than June 30, 2017. The
Registration Rights Agreement is attached as Exhibit 99.2
hereto.
The
information set forth above in Item 2 is incorporated herein by
reference.
Item 7. Materials to be Filed as Exhibits.
Exhibit
99.1
Joint Filing
Agreement, dated as of February 17, 2017, by and between the
Reporting Persons.
Exhibit
99.2
Registration Rights
Agreement, dated February 8, 2017.
Exhibit
99.3
Asset Purchase
Agreement, dated as of January 8, 2017.
Exhibit
99.4
Assignment of Asset
Purchase Agreement, dated as of February 8, 2017.
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CUSIP Nos. 781386
206
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Page 7 of
7
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Signatures
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
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Dated: February 17,
2017
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By:
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/s/
Kartik
Kakarala
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Kartik Kakarala,
individually
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NEXTGEN
DEALER SOLUTIONS, LLC
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Dated: February 17,
2017
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By:
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/s/
Kartik
Kakarala
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Kartik Kakarala,
Manager
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