Filed pursuant to Rule 424(b)(5)
Registration No. 333-225217
The information in this preliminary prospectus supplement is not
complete and may be changed. This preliminary prospectus supplement
and the accompanying prospectus are not an offer to sell nor are we
seeking an offer to buy these securities in any jurisdiction where
the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED JULY 17, 2018
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated June 6, 2018)
Shares
Class B Common Stock
We are
offering shares of our Class B Common Stock,
par value $0.001 per share, pursuant to this prospectus supplement
and the accompanying prospectus. Our Class B Common Stock is traded
on The NASDAQ Capital Market under the symbol “RMBL.”
On July 16, 2018, the last reported sale price of our Class B
Common Stock on The NASDAQ Capital Market was $6.78.
Investing
in our Class B Common Stock involves risks. See “Risk
Factors” beginning on page S-5, and under similar headings in
the other documents that are incorporated by reference into this
prospectus supplement and the accompanying prospectus.
|
|
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Public
offering price
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$
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$
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Underwriting
discounts
(1)
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$
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$
|
Proceeds,
before expenses, to us
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$
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$
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(1)
See “Underwriting” for a full description of
compensation payable to the underwriter in connection with this
offering.
We granted the
underwriter the option to purchase within 45 days from the date of
this prospectus supplement up to an additional
shares of our Class B Common Stock at the per share purchase price
set forth above to cover over-allotments, if any. If the
underwriter exercises this option in full, the total underwriting
discount will be
$
and our total proceeds, before expenses, will be
$ .
As of
the date of this prospectus supplement, the aggregate market value
of our outstanding Class B Common Stock held by non-affiliates was
$42,814,842 based on 12,081,541 shares of outstanding Class B
Common Stock on July 16, 2018, of which 5,693,463 shares were held
by non-affiliates, and the last reported sale price of our Class B
Common Stock of $7.52 per share on July 12, 2018. Pursuant to
General Instruction I.B.6 of Form S-3, in no event will we sell
securities in a public primary offering with a value exceeding more
than one-third of our public float in any 12-month period so long
as our public float remains below $75,000,000. During the previous
12 calendar months prior to and including the date of this
prospectus supplement, we have not offered any of our securities
pursuant to General Instruction I.B.6 of Form S-3.
The
underwriter expects to deliver the securities against payment on or
about July , 2018.
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
passed upon the adequacy or accuracy of this prospectus supplement
or the accompanying prospectus. Any representation to the contrary
is a criminal offense.
Sole Book-Running Manager
National Securities Corporation
Prospectus
supplement dated July , 2018.
TABLE OF CONTENTS
Prospectus Supplement
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Page
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ABOUT THIS PROSPECTUS SUPPLEMENT
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ii
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
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ii
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WE ARE AN EMERGING GROWTH COMPANY
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iii
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PROSPECTUS SUPPLEMENT SUMMARY
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S-1
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THE OFFERING
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S-4
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RISK FACTORS
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S-5
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USE OF PROCEEDS
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S-6
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MARKET INFORMATION
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S-6
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CAPITALIZATION
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S-7
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UNDERWRITING
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S-8
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LEGAL MATTERS
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S-11
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EXPERTS
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S-12
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WHERE YOU CAN FIND MORE INFORMATION
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S-12
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
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S-13
|
Prospectus
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Page
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ABOUT
THIS PROSPECTUS
|
1
|
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
2
|
WE ARE AN EMERGING
GROWTH COMPANY
|
2
|
PROSPECTUS
SUMMARY
|
3
|
RISK
FACTORS
|
5
|
USE
OF PROCEEDS
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5
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DESCRIPTION
OF CAPITAL STOCK
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6
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DESCRIPTION
OF DEBT SECURITIES
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8
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DESCRIPTION
OF WARRANTS
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19
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DESCRIPTION
OF UNITS
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21
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GLOBAL
SECURITIES
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22
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PLAN
OF DISTRIBUTION
|
24
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DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
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27
|
LEGAL
MATTERS
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27
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EXPERTS
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27
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WHERE
YOU CAN FIND ADDITIONAL INFORMATION
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28
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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28
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ABOUT THIS PROSPECTUS SUPPLEMENT
This
document is in two parts. The first part is this prospectus
supplement, which describes the terms of this offering of our Class
B Common Stock and also adds, updates and changes information
contained in the accompanying prospectus and the documents
incorporated by reference. The second part is the accompanying
prospectus, which gives more general information, some of which may
not apply to this offering. To the extent the information contained
in this prospectus supplement differs or varies from the
information contained in the accompanying prospectus or any
document filed prior to the date of this prospectus supplement and
incorporated by reference, the information in this prospectus
supplement will control.
You
should rely only on the information contained in or incorporated by
reference into this prospectus supplement and the accompanying
prospectus. We have not, and the underwriter has not, authorized
anyone to provide you with information that is different. This
prospectus supplement does not constitute, and may not be used in
connection with, an offer to sell or solicitation of an offer to
buy these securities in any circumstances under which the offer or
solicitation is unlawful. We are offering to sell, and seeking
offers to buy, our securities only in jurisdictions where offers
and sales are permitted. Persons outside the United States
who come into possession of this prospectus supplement must inform
themselves about, and observe any restrictions relating to, the
offering of our securities and the distribution of this prospectus
supplement outside the United States. You should not assume that
the information we have included in this prospectus supplement or
the accompanying prospectus is accurate as of any date other than
the date of this prospectus supplement or the accompanying
prospectus, respectively, or that any information we have
incorporated by reference is accurate as of any date other than the
date of the document incorporated by reference, regardless of the
time of delivery of this prospectus supplement and the accompanying
prospectus or of any of our securities. Our business, financial
condition, results of operations, and prospects may have changed
since that date.
For
Investors Outside the United States: Neither we nor the underwriter
has done anything that would permit this offering or possession or
distribution of this prospectus supplement and the accompanying
prospectus in any jurisdiction where action for that purpose is
required, other than in the United States. You are required to
inform yourselves about and to observe any restrictions relating to
this offering and the distribution of this prospectus supplement
and the accompanying prospectus.
When
used in this prospectus supplement and the accompanying prospectus,
the terms “RumbleOn, Inc.,” “RumbleOn,”
“our Company,” “we,” “our” and
“us” refer to RumbleOn, Inc., a Nevada corporation, and
its consolidated subsidiaries, unless otherwise
specified.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
prospectus supplement, the accompanying prospectus and the
documents incorporated by reference in this prospectus supplement
and accompanying prospectus contain “forward-looking
statements” within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended, or
the Exchange Act. These statements, which in some cases, you can
identify by terms such as “may,” “will,”
“should,” “could,” “would,”
“expects,” “plans,”
“anticipates,” “believes,”
“estimates,” “projects,”
“predicts,” “potential” and similar
expressions intended to identify forward-looking statements, relate
to future events or to our future operating or financial
performance and involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or
achievements to be materially different from any future results,
performances or achievements expressed or implied by the
forward-looking statements. These statements include statements
regarding our operations, cash flows, financial position and
economic performance including, in particular, future sales,
competition and the effect of economic conditions. These statements
reflect our current views with respect to future events and are
based on assumptions and subject to risks and
uncertainties.
Although we believe
that these statements are based upon reasonable assumptions, these
statements expressing opinions about future outcomes and
non-historical information are subject to a number of risks and
uncertainties, many of which are beyond our control, and reflect
future business decisions that are subject to change and,
therefore, there is no assurance that the outcomes expressed in
these statements will be achieved. Some of the assumptions, future
results and levels of performance expressed or implied in the
forward-looking statements we have made or may make in the future
inevitably will not materialize, and unanticipated events may occur
which will affect our results. Investors are cautioned that
forward-looking statements are not guarantees of future performance
and actual results or developments may differ materially from the
expectations expressed in forward-looking statements contained
herein. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. We discuss many of
these risks and uncertainties in greater detail under “Risk
Factors” discussed under the caption “Item 1A. Risk
Factors” in Part I of our most recent Annual Report on Form
10-K or any updates discussed under the caption “Item 1A.
Risk Factors” in Part II of our Quarterly Reports on Form
10-Q, together with all of the other information appearing in or
incorporated by reference into this prospectus supplement and the
accompanying prospectus. You should read this prospectus supplement
and accompanying prospectus completely and with the understanding
that our actual future results may be materially different from
what we expect. We qualify all of the forward-looking statements in
this prospectus supplement and accompanying prospectus by these
cautionary statements. We undertake no obligation to publicly
update any forward-looking statement, whether as a result of new
information, future events or otherwise, except as may be required
under the securities laws of the United States. You are advised,
however, to consult any additional disclosures we make in our
reports filed with the Securities and Exchange Commission, or the
SEC.
WE ARE AN EMERGING GROWTH COMPANY
We
qualify as an “emerging growth company” as defined in
the Jumpstart our Business Startups Act of 2012, or the JOBS Act.
An emerging growth company may take advantage of reduced reporting
and other burdens that are otherwise applicable generally to public
companies. These provisions include (i) a requirement to have only
two years of audited financial statements and only two years of
related Management’s Discussion and Analysis of Financial
Condition and Results of Operations disclosure and (ii) an
exemption from the auditor attestation requirement in the
assessment of our internal control over financial reporting
pursuant to the Sarbanes-Oxley Act of 2002.
We may
take advantage of these provisions until the end of the fiscal year
ending after the fifth anniversary of our initial public offering
or such earlier time that we are no longer an emerging growth
company and if we do, the information that we provide stockholders
may be different than you might get from other public companies in
which you hold equity. We would cease to be an emerging growth
company if we have more than $1.07 billion in annual revenue, have
more than $700 million in market value of our shares of common
stock held by non-affiliates, or issue more than $1.0 billion of
nonconvertible debt over a three-year period.
The
JOBS Act permits an “emerging growth company” like us
to take advantage of an extended transition period to comply with
new or revised accounting standards applicable to public companies.
We have elected not to take advantage of the extended transition
period for complying with new or revised accounting
standards.
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PROSPECTUS SUPPLEMENT SUMMARY
This summary highlights information contained elsewhere or
incorporated by reference into this prospectus supplement and the
accompanying prospectus. This summary does not contain all of the
information that you should consider before investing in our Class
B Common Stock. You should carefully read the entire prospectus
supplement and the accompanying prospectus, including the
“Risk Factors” section in this prospectus supplement
and the accompanying prospectus, as well as the financial
statements and the other information incorporated by reference
herein before making an investment decision.
Overview
RumbleOn, Inc.
operates a capital light disruptive e-commerce platform
facilitating the ability of both consumers and dealers to
Buy-Sell-Trade-Finance pre-owned vehicles in one online location.
Our goal is to transform the way pre-owned vehicles are bought and
sold by providing users with the most efficient, timely and
transparent transaction experience. Our initial focus is the market
for VIN-specific pre-owned vehicles with an initial emphasis on
motorcycles and other powersports.
Serving
both consumers and dealers through our online marketplace platform,
we make cash offers for the purchase of pre-owned vehicles. In
addition, we offer a large inventory of pre-owned vehicles for sale
along with third-party financing and associated products. Our
operations are designed to be scalable by working through an
infrastructure and capital light model that is achievable by virtue
of a synergistic relationship with our regional partners, including
dealers and auctions. We utilize regional partners in the
acquisition of pre-owned vehicles as well as to provide inspection,
reconditioning and distribution services. These regional partners
earn incremental revenue and enhance profitability through fees
from inspection, reconditioning and distribution
programs.
Our
business model is driven by a technology platform we acquired in
February 2017, through our acquisition of substantially all of the
assets of NextGen Dealer Solutions, LLC. The acquired system
provides integrated vehicle appraisal, inventory management,
customer relationship and lead management, equity mining, and other
key services necessary to drive the online marketplace. Over the
past 16 years, the developers of the software have designed and
built high-quality application solutions for both dealers and large
multi-national clients.
Our
business combines a comprehensive online buying and selling
experience with a vertically-integrated supply chain solution that
allows us to buy and sell high-quality vehicles to and from
consumers and dealers transparently and efficiently at a
value-oriented price. Using our website or mobile application,
consumers and dealers can complete all phases of a pre-owned
vehicle transaction. Our online buying and selling experience
allows consumers to:
●
Sell us a vehicle
.
We address the lack of liquidity available in the market for a cash
sale of a vehicle by consumers and dealers through our cash offer
to buy program. Dealers and consumers can sell us a vehicle
independent of a purchase. Using our free and simple appraisal
tool, consumers and dealers can receive a haggle-free, guaranteed
3-day firm cash offer for their pre-owned vehicle within minutes
and, if accepted, receive prompt payment. Our cash offer to buy is
based on the use of extensive pre-owned retail and wholesale
vehicle market data. When a consumer accepts our offer, we ship
their vehicles to our closest regional partner where the vehicle is
inspected, reconditioned and prepared for pending sale. We believe
buying pre-owned vehicles directly from consumers is the primary
driver of our source of supply for sale and a key to our ability to
offer competitive pricing to buyers. By being one of the few online
sources for consumers to receive cash for their vehicle, we have a
significant opportunity to buy product at a lower cost since dealer
and auction markup is eliminated from these consumer purchases. In
addition, we believe our willingness to provide cash offers and
purchase a customer’s vehicle sight unseen, whether or not
the customer is buying a vehicle from us, provides a competitive
sourcing advantage for vehicles.
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●
Purchase a pre-owned
vehicle
. Our 100% online marketplace approach to retail
consumer and dealer distribution addresses the many issues
currently facing the consumer and dealer distribution marketplace
for pre-owned vehicles, a marketplace we believe is primed for a
disruptive change. We believe the issues facing the marketplace
include: (i) heavy use of inefficient listing sites; (ii) a highly
fragmented dealer network; (iii) a limited selection of high
quality pre-owned vehicles for sale; (iv) negative consumer
perception of the current buying experience; and (v) a massive
consumer shift to online retail. We offer consumers and dealers a
large selection of pre-owned vehicles at a value-oriented price
that can be purchased in a seamless transaction in minutes. In
addition to a transparent buying experience, our no haggle pricing,
coupled with an inspected, reconditioned and certified vehicle,
backed by a fender-to-fender warranty and a 3-day money back
guarantee, addresses consumer dissatisfaction with the current
buying processes in the marketplace. As of July 16, 2018, we had
971 pre-owned vehicles listed for sale on our website, where
consumers can select and purchase a vehicle, including arranging
financing, directly from their desktop or mobile device. Selling
pre-owned vehicles to consumers and dealers is the key driver of
our business.
●
Finance a purchase
.
Customers can pay for their vehicle using cash or we will provide a
range of finance options from unrelated third parties such as banks
or credit unions. Customers fill out a short online application
form, and, if approved, apply the financing to their
purchase.
●
Protect a purchase
.
Customers have the option to protect their vehicle with unrelated
third-party branded Extended Protection Plans (“EPPs”)
and vehicle appearance protection products as part of our online
checkout process. EPPs include extended service plans which are
designed to cover unexpected expenses associated with mechanical
breakdowns and guaranteed asset protection, which is intended to
cover the unpaid balance on a vehicle loan in the event of a total
loss of the vehicle or unrecovered theft. Vehicle appearance
protection includes products aimed at maintaining vehicle
appearance.
To
enable a seamless consumer and dealer experience, we are building a
vertically-integrated pre-owned vehicle supply chain marketplace,
supported by proprietary software systems and data which include
the following attributes:
●
Vehicle sourcing and
acquisition
. We acquire virtually all of our pre-owned
vehicle inventory directly from consumers and dealers. Using
pre-owned retail and wholesale vehicle market data obtained from a
variety of internal and external data sources, we evaluate a
significant number of vehicles daily to determine their fit with
consumer demand, internal profitability targets and our existing
inventory mix. The supply of pre-owned vehicles is influenced by a
variety of factors, including: the total number of vehicles in
operation; the rate of new vehicle sales, which in turn generate
pre-owned vehicles; and the number of pre-owned vehicles sold or
remarketed through our consumer and dealer channels. Based on the
large number of vehicles remarketed each year, consumer acceptance
of our cash offer to buy, and the large size of the United States
market relative to our needs, we believe that sources of pre-owned
vehicles will continue to be sufficient to meet our current and
future needs.
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●
Inspection, reconditioning
and logistics
. After acquiring a vehicle, we transport it to
one of our closest regional partners who are paid to perform an
inspection and to recondition the vehicle to meet “RumbleOn
Certified” standards. High quality photographs are then
taken, the vehicle is listed for sale on Rumbleon.com and the
regional partner stores the vehicle pending delivery to the buyer.
This process is supported by a custom pre-owned vehicle inventory
management system, which tracks vehicles through each stage of the
inspection, reconditioning and logistic process. The ability to
leverage and provide a high-margin source of incremental revenue to
the existing network of regional partners in return for providing
inspection, reconditioning, logistics and distribution support
reduces our need for any significant investment in retail or
reconditioning facilities.
Recent Developments
On
April 30, 2018, we entered into a $15 million Senior Secured Credit
Facility with Hercules Capital, Inc. Under the terms of the
facility, $5.0 million was funded at closing with the balance
available in two additional tranches over the term of the facility,
subject to certain operating targets. The facility has an initial
36-month maturity and initial 10.5% interest rate. The loan is
secured by a grant of a security interest in all of our assets,
including the assets of our subsidiaries, with certain exceptions
including the exclusion of nonassignable licenses or contracts.
Also, our obligations are further secured by a security interest in
all owned or thereafter acquired intellectual property held by us
and our subsidiary, NextGen Pro, LLC, except to the extent such
intellectual property cannot be assigned or the creation of a
security interest would be prohibited by applicable law or
contract.
Pursuant to the
loan agreement, we issued to Hercules Capital, Inc. at closing a
warrant to purchase 81,818 shares of Class B Common Stock at an
exercise price of $5.50 per share, and such warrant expires on
April 30, 2023. We have agreed to file a registration statement
registering the resale of the shares underlying the warrant no
later than 90 days after issuance.
Corporate Information
We were
incorporated as a development stage company in the State of Nevada
as Smart Server, Inc. in October 2013. In February 2017, we changed
our name to RumbleOn, Inc. Our principal executive offices are
located at 4521 Sharon Road, Suite 370, Charlotte, North Carolina
28211 and our telephone number is (704) 448-5240. Our Internet
website is www.rumbleon.com. Our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to reports filed or furnished pursuant to Sections 13(a)
and 15(d) of the Exchange Act are available, free of charge, under
the Investor Relations tab of our website as soon as reasonably
practicable after we electronically file such material with, or
furnish it to, the SEC. You may also read and copy any materials we
file with the SEC at the SEC’s Public Reference Room at 100 F
Street, NE, Washington, DC 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet website located
at
www.sec.gov
that
contains the information we file or furnish electronically with the
SEC.
Additional
information about us and our subsidiaries can be obtained from the
documents incorporated by reference herein. See “Where You
Can Find Additional Information.”
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THE OFFERING
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Class B Common Stock offered by us
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shares
of our Class B Common Stock
(or
shares of our Class B Common Stock if the underwriter exercises its
over-allotment option in full).
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Class B Common Stock Outstanding
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Before this offering
(1)
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12,081,541
shares.
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After
this offering
(1)
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shares
(or
shares
if
the underwriter exercises its over-allotment option in
full)
.
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Underwriter’s Over-allotment Option
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We have granted the underwriter an option, exercisable one or more
times in whole or in part, to purchase up to an additional
shares of Class B Common Stock from us at the public
offering price less the underwriting discount within 45 days from
the date of this prospectus supplement to cover
over-allotments.
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Use of Proceeds
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We
intend to use the net proceeds of our sale of Class B Common Stock
for working capital and general corporate purposes, which may
include purchases of additional inventory held for sale,
increased spending on marketing and advertising and capital
expenditures necessary to grow the business. Pending these uses, we
may invest the net proceeds in short-term interest-bearing
investment grade instruments. See “Use of Proceeds” on
page S-6.
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Risk Factors
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You
should carefully read and consider the information set forth under
the heading “Risk Factors” on page S-5 and all other
information set forth in this prospectus supplement and the
accompanying prospectus and other documents that are incorporated
by reference into this prospectus supplement and the accompanying
prospectus before deciding to invest in our
Class B Common Stock
.
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NASDAQ Capital Market Symbol
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RMBL
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(1)
The number of shares of our Class B Common Stock outstanding
excludes:
●
996,500 shares of
Class B Common Stock underlying outstanding restricted stock units
granted under the RumbleOn, Inc. 2017 Stock Incentive Plan (the
“2017 Stock Incentive Plan”);
●
850,500 shares of
Class B Common Stock reserved for issuance under the 2017 Stock
Incentive Plan; and
●
300,068 shares of
Class B Common Stock underlying outstanding warrants.
Except as
otherwise indicated herein, all information in this prospectus
supplement assumes the underwriter does not exercise the
over-allotment option.
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RISK FACTORS
Before deciding to invest in our Class B Common Stock, you should
consider carefully the following discussion of risks and
uncertainties affecting us and our Class B Common Stock, as well as
the risks and uncertainties incorporated by reference in this
prospectus supplement and the accompanying prospectus from our
Annual Report on Form 10-K for the fiscal year ended December 31,
2017, our subsequent periodic reports and the other information
contained or incorporated by reference in this prospectus
supplement and the accompanying prospectus. If any of the events
anticipated by these risks and uncertainties occur, our business,
financial condition and results of operations could be materially
and adversely affected, and the value of our Class B Common Stock
could decline. The risks and uncertainties we discuss in this
prospectus supplement and the accompanying prospectus and in the
documents incorporated by reference herein and therein are those
that we currently believe may materially affect our company.
Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may materially and adversely
affect our business, financial condition and results of
operations.
Risks Related To This Offering
Since we have broad discretion in how we use the proceeds from this
offering, we may use the proceeds in ways with which you
disagree.
We have
not allocated specific amounts of the net proceeds from this
offering for any specific purpose. Accordingly, our management will
have significant flexibility in applying the net proceeds of this
offering. You will be relying on the judgment of our management
with regard to the use of these net proceeds, and you will not have
the opportunity, as part of your investment decision, to assess
whether the proceeds are being used in ways you would agree with.
It is possible that the net proceeds will be invested in a way that
does not yield a favorable, or any, return for our company. The
failure of our management to use such funds effectively could have
a material adverse effect on our business, financial condition,
operating results and cash flow.
If the price of our Class B Common Stock fluctuates significantly,
your investment could lose value.
Although our Class
B Common Stock is listed on The NASDAQ Capital Market, or NASDAQ,
we cannot assure you that an active public market will continue for
our Class B Common Stock. If an active public market for our Class
B Common Stock does not continue, the trading price and liquidity
of our Class B Common Stock will be materially and adversely
affected. If there is a thin trading market or “float”
for our stock, the market price for our Class B Common Stock may
fluctuate significantly more than the stock market as a whole.
Without a large float, our Class B Common Stock would be less
liquid than the stock of companies with broader public ownership
and, as a result, the trading prices of our Class B Common Stock
may be more volatile. In addition, in the absence of an active
public trading market, investors may be unable to liquidate their
investment in us. Furthermore, the stock market is subject to
significant price and volume fluctuations, and the price of our
Class B Common Stock could fluctuate widely in response to several
factors, including:
●
our quarterly or
annual operating results;
●
changes in our
earnings estimates;
●
investment
recommendations by securities analysts following our business or
our industry;
●
additions or
departures of key personnel;
●
our failure to
achieve operating results consistent with securities
analysts’ projections; and
●
changes in
industry, general market or economic conditions.
The
stock market has experienced extreme price and volume fluctuations
in recent years that have significantly affected the quoted prices
of the securities of many companies, including companies in our
industry. The changes often appear to occur without regard to
specific operating performance. The price of our Class B Common
Stock could fluctuate based upon factors that have little or
nothing to do with our company and these fluctuations could
materially reduce our stock price.
You may experience future dilution as a result of future equity
offerings.
In
order to raise additional capital, we may in the future offer
additional shares of our Class B Common Stock or other securities
convertible into or exchangeable for our Class B Common Stock at
prices that may not be the same as the price in this offering. We
may sell shares or other securities in any other offering at a
price that is less than the price paid by investors in this
offering, and investors purchasing shares or other securities in
the future could have rights superior to existing stockholders. The
price at which we sell additional shares of our Class B Common
Stock, or securities convertible or exchangeable into Class B
Common Stock, in future transactions may be higher or lower than
the price paid by investors in this offering.
USE OF PROCEEDS
We
intend to use the net proceeds of our sale of Class B Common Stock
for working capital and general corporate purposes, which may
include purchases of additional inventory held for sale, increased
spending on marketing and advertising and capital expenditures
necessary to grow the business. Pending these uses, we may invest
the net proceeds in short-term interest-bearing investment grade
instruments.
From
time to time, we engage in preliminary discussions and negotiations
with various businesses in order to explore the possibility of an
acquisition or investment. However, as of the date of this
prospectus supplement, we have not entered into any agreements or
arrangements which would make an acquisition or investment probable
under Rule 3-05(a) of Regulation S-X. In addition, as of the date
of this prospectus supplement, we have not entered into any
agreements or arrangements for capital expenditures that would be
paid for from the proceeds of this offering.
MARKET INFORMATION
As of
October 29, 2017, our Class B Common Stock has been listed on
NASDAQ under the symbol RMBL. Before October 29, 2017, our Class B
Common Stock traded on the OTCQB Market under the symbol RMBL, and
before January 1, 2017, our Class B Common Stock was not traded,
except for 5,000 shares, which traded on the OTC Pink Open Market
on January 22, 2016 at a price of $0.245 per share. The following
table sets forth the high and low sales prices per share of our
Class B Common Stock for the periods indicated:
Fiscal
2018
|
|
|
First
Quarter
|
$
5.37
|
$
3.53
|
Second Quarter
|
$
7.05
|
$
3.60
|
Third Quarter
(through July 16, 2018)
|
$
7.82
|
$
5.90
|
|
|
|
Fiscal
2017
|
|
|
First
Quarter
|
$
5.00
|
$
0.00
|
Second
Quarter
|
$
7.00
|
$
3.40
|
Third
Quarter
|
$
9.50
|
$
6.50
|
Fourth
Quarter
|
$
10.00
|
$
4.05
|
As of
July 16, 2018, there were 42 stockholders of record of 12,081,541
issued and outstanding shares of Class B Common Stock and two
holders of record of 1,000,000 issued and outstanding shares of
Class A Common Stock.
We have
never declared or paid any cash dividends. We currently do not
intend to pay cash dividends in the foreseeable future on the
shares of Class A Common Stock or Class B Common Stock. We intend
to reinvest any earning in the development and expansion of our
business. Any cash dividends in the future to common stockholders
will be payable when, as and if declared by our board of directors,
based upon the board of director’s assessment
of:
●
our financial
condition;
●
prior claims of
preferred stock to the extent issued and outstanding;
and
●
other factors,
including any applicable law.
Therefore, there
can be no assurance that any dividends on the Class A Common Stock
or Class B Common Stock will ever be paid.
CAPITALIZATION
The
following table sets forth our cash and cash equivalents, total
debt, and capitalization as of
March 31, 2018:
●
on an actual basis;
and
●
on an as adjusted
basis to reflect our receipt of the net proceeds from our sale of
shares of Class B Common Stock in this offering at the public
offering price of $ per share, after deducting the
underwriting discounts and commissions and estimated offering
expenses.
You
should read this table together with “Use of Proceeds”
section included in this prospectus supplement, the
“Management’s Discussion and Analysis of Financial
Condition and Results of Operations” section and our
consolidated financial statements and related notes included in our
Annual Report on Form 10-K for the year ended
December 31, 2017 and in our Quarterly Report on Form
10-Q for the quarter ended March 31, 2018, which are incorporated
by reference into this prospectus supplement and accompanying
prospectus.
|
As of March 31, 2018
(Unaudited)
|
|
|
|
Cash
|
$
5,378,282
|
$
|
Current
liabilities:
|
|
|
Accounts payable
and other accrued liabilities
|
1,293,949
|
|
Accrued interest
payable
|
55,715
|
|
Current portion of
long term debt
|
585,072
|
|
Total current
liabilities
|
1,934,736
|
|
|
|
|
Long term
liabilities:
|
|
|
Notes
payable
|
1,506,524
|
|
Total long-term
liabilities
|
1,506,524
|
|
Total
liabilities
|
3,441,260
|
|
Stockholders'
equity:
|
|
|
Preferred stock,
$0.001 par value, 10,000,000 shares authorized, no shares
issued and outstanding
|
-
|
|
Class A Common
Stock, $0.001 par value, 1,000,000 shares authorized, 1,000,000
shares issued and outstanding
|
1,000
|
|
Class B Common
Stock, $0.001 par value, 99,000,000 shares authorized, 11,928,541
shares issued and outstanding, actual;
99,000,000 shares authorized,
shares issued and outstanding, as
adjusted
|
11,929
|
|
Additional paid in
capital
|
23,699,067
|
|
Subscriptions
receivable
|
-
|
|
Accumulated
deficit
|
(12,633,173
)
|
|
Total
Stockholders’ equity
|
11,078,823
|
|
Total
Capitalization
|
$
12,585,347
|
$
|
The
foregoing table assumes no exercise of the underwriter’s
over-allotment option to purchase up to an additional
shares of Class B Common Stock to cover
over-allotments, if any.
UNDERWRITING
National
Securities Corporation is acting as sole book-running manager for
this offering. Subject to the terms and conditions set forth in the
underwriting agreement between us and the underwriter, we have
agreed to sell to the underwriter, and the underwriter has agreed
to purchase from us, shares of Class B Common Stock. Subject to the
terms and conditions set forth in the underwriting agreement, the
underwriter has agreed to purchase all of the shares of Class B
Common Stock sold under the underwriting agreement if any of the
shares of Class B Common Stock are purchased.
We
have agreed to indemnify the underwriter, its affiliates, their
respective officers, directors, employees and agents, and each
person, if any, who controls the underwriter within the meaning of
Section 15 of the Securities Act, against certain liabilities,
including liabilities under the Securities Act, or to contribute to
payments the underwriter may be required to make in respect of
those liabilities.
The
underwriter is offering the shares of Class B Common Stock, subject
to prior sale, when, as and if issued to and accepted by it,
subject to approval of legal matters by its counsel, including the
validity of the shares of Class B Common Stock, and other
conditions contained in the underwriting agreement, such as the
receipt by the underwriter of officers’ certificates and
legal opinions.
National
Securities Corporation has advised us that it proposes initially to
offer the shares of Class B Common Stock to the public at the
public offering price set forth on the cover page of this
prospectus supplement and to dealers at a price that represents a
concession not in excess of $ per share. The
underwriter may allow, and these dealers may re-allow, a concession
of not more than $ per share to other dealers. After
the initial offering of the shares of Class B Common Stock, the
public offering price or any other term of the offering may be
changed by National Securities Corporation.
B. Riley
FBR, Inc. ("B. Riley"), a FINRA member, serves as the Company's
capital markets advisor for an aggregate fee of $150,000. B. Riley
is not acting as an underwriter in connection with this offering,
and, accordingly, B. Riley is neither purchasing shares of our
Class B Common Stock nor offering shares of our Class B Common
Stock to the public in this offering.
Underwriting Discount and Expenses
The
following table summarizes the per share underwriting discount to
the public offering price of the shares of Class B Common Stock
offered pursuant to this prospectus supplement. These amounts are
shown assuming both no exercise and full exercise of the option to
purchase additional shares of Class B Common Stock described below.
We have also agreed to pay up to $60,000 of the out-of-pocket fees
and expenses of the underwriter, which includes the fees and
expenses of counsel to the underwriter. The fees and expenses of
the underwriter that we have agreed to reimburse are not included
in the underwriting discount set forth in the table below. The
underwriting discount was determined through arms’ length
negotiations between us and the underwriter.
|
|
Total
|
|
|
Without Exercise of Option to Purchase Additional
Shares
|
With Exercise of option to Purchase Additional Shares
|
Public
offering price
|
$
|
$
|
$
|
Underwriting
discount for common stock to be paid by us
|
$
|
$
|
$
|
Proceeds
to us, before expenses
|
$
|
$
|
$
|
We
estimate that the total expenses of the offering, excluding the
underwriting discount, will be approximately $
. This includes $60,000 of the out-of-pocket fees and expenses of
the underwriter. These expenses are payable by us.
After
deducting fees due to the underwriter and our estimated offering
expenses, we expect our net proceeds from this offering to be
approximately $ .
Option to Purchase Additional Shares
We
have granted to the underwriter an option, exercisable not later
than 45 days after the date of this prospectus, to purchase up
to an additional shares
of our Class B Common Stock (up to 15% of the shares firmly
committed in this offering) at the public offering price, less an
underwriting discount of $ per share.
If any additional shares of our Class B Common Stock are purchased
pursuant to the option, the underwriter will offer these additional
shares of our Class B Common Stock on the same terms as those on
which the other shares of Class B Common Stock are being offered
hereby.
No Sales of Similar Securities
Our
executive officers and directors and certain of our existing
security holders have agreed not to sell or transfer any common
stock or securities convertible into or exchangeable or exercisable
for common stock, for 90 days after the date of this
prospectus supplement, subject to specified exceptions, without
first obtaining the written consent of National Securities
Corporation. Specifically, these persons have agreed, with certain
limited exceptions, not to directly or indirectly:
●
offer,
pledge, sell, contract to sell or lend any common
stock;
●
sell any option or contract to purchase any common
stock;
●
purchase
any option or contract to sell any common stock;
●
grant
any option, right or warrant to purchase any common
stock;
●
otherwise
transfer or dispose of any common stock;
●
make
a demand or exercise any right with respect to the registration of
any common stock;or
●
enter
into any swap or any other agreement or any transaction that
transfers, in whole or in part, the economic consequences of
ownership of common stock, whether any such swap or transaction is
to be settled by delivery of common stock or other securities, in
cash or otherwise; or
●
publicly
disclose the intention to make any offer, sale, pledge or
disposition, or to enter into any transaction, swap hedge or other
arrangement relating to any common stock.
This
lock-up provision applies to common stock and to securities
convertible into or exchangeable or exercisable for common stock.
It also applies to common stock owned now or acquired later by the
person executing the agreement or for which the person executing
the agreement later acquires the power of disposition.
Listing
Our common stock is listed on the NASDAQ Capital Market under the
symbol “RMBL.”
Stabilization
Until
the distribution of the shares of Class B Common Stock is
completed, SEC rules may limit underwriter and selling group
members from bidding for and purchasing our common stock. However,
National Securities Corporation may engage in transactions that
stabilize the price of the common stock, such as bids or purchases
to peg, fix or maintain that price.
In
connection with the offering, the underwriter may purchase and sell
our common stock in the open market. These transactions may include
short sales, purchases on the open market to cover positions
created by short sales and stabilizing transactions. Short sales
involve the sale by the underwriter of a greater number of shares
of Class B Common Stock than they are required to purchase in the
offering. Stabilizing transactions consist of various bids for or
purchases of shares of Class B Common Stock made by the underwriter
in the open market prior to the closing of the
offering.
Similar
to other purchase transactions, the underwriter’s purchases
to cover the syndicate short sales may have the effect of raising
or maintaining the market price of our common stock or preventing
or retarding a decline in the market price of our common stock. As
a result, the price of our common stock may be higher than the
price that might otherwise exist in the open market. The
underwriter may conduct these transactions on the NASDAQ Capital
Market, in the over-the-counter market or otherwise.
Neither
we nor the underwriter make any representation or prediction as to
the direction or magnitude of any effect that the transactions
described above may have on the price of our common stock. In
addition, neither we nor the underwriter make any representation
that they will engage in these transactions or that these
transactions, once commenced, will not be discontinued without
notice.
Electronic Distribution
In
connection with the offering, the underwriter or certain securities
dealers may distribute prospectuses by electronic means, such as
e-mail.
Other Relationships
The
underwriter and certain of its affiliates are full service
financial institutions engaged in various activities, which may
include securities trading, commercial and investment banking,
financial advisory, investment management, investment research,
principal investment, hedging, financing and brokerage activities.
The underwriter and certain of their affiliates may in the future
engage in investment banking and other commercial dealings in the
ordinary course of business with us and our affiliates, for which
it may in the future receive customary fees, commissions and
expenses.
In
addition, in the ordinary course of its business activities, the
underwriter and its affiliates may make or hold a broad array of
investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including
bank loans) for its own account and for the accounts of its
customers. Such investments and securities activities may involve
securities and/or instruments of ours or our affiliates. The
underwriter and its affiliates may also make investment
recommendations and/or publish or express independent research
views in respect of such securities or financial instruments and
may hold, or recommend to clients that they acquire, long and/or
short positions in such securities and instruments.
Selling Restrictions
No
action has been taken in any jurisdiction (except in the United
States) that would permit a public offering of our Class B Common
Stock, or the possession, circulation or distribution of this
prospectus supplement, the accompanying prospectus or any other
material relating to us or our Class B Common Stock in any
jurisdiction where action for that purpose is required.
Accordingly, our Class B Common Stock may not be offered or sold,
directly or indirectly, and none of this prospectus supplement, the
accompanying prospectus or any other offering material or
advertisements in connection with our common stock may be
distributed or published, in or from any country or jurisdiction,
except in compliance with any applicable rules and regulations of
any such country or jurisdiction.
European Economic Area
In
relation to each Member State of the European Economic Area which
has implemented the Prospectus Directive, each referred to as a
Relevant Member State, with effect from and including the date on
which the Prospectus Directive is implemented in that Relevant
Member State, or the Relevant Implementation Date, our securities
will not be offered to the public in that Relevant Member State
prior to the publication of a prospectus in relation to our
securities that has been approved by the competent authority in
that Relevant Member State or, where appropriate, approved in
another Relevant Member State and notified to the competent
authority in that Relevant Member State, all in accordance with the
Prospectus Directive, except that, with effect from and including
the Relevant Implementation Date, an offer of our securities may be
made to the public in that Relevant Member State at any
time:
●
to any legal entity
that is a qualified investor as defined in the Prospectus
Directive;
●
to fewer than 100
or, if the Relevant Member State has implemented the relevant
provision of the 2010 PD Amending Directive, 150 natural or legal
persons (other than qualified investors as defined in the
Prospectus Directive), as permitted under the Prospectus Directive,
subject to obtaining the prior consent of the manager for any such
offer; or
●
in any other
circumstances which do not require the publication by the issuer of
a prospectus pursuant to Article 3(2) of the Prospectus
Directive,
provided that no
such offer of the securities shall require the issuer or any
underwriter to publish a prospectus pursuant to Article 3 of the
Prospectus Directive or a supplemental prospectus pursuant to
Article 16 of the Prospectus Directive or any measure implementing
the Prospectus Directive in a Relevant Member State and each person
who initially acquires any shares of our Class B Common Stock or to
whom any offer is made will be deemed to have represented,
acknowledged and agreed with the underwriter and us that it, he or
she is a qualified investor within the meaning of the law of the
Relevant Member State implementing Article 2(1)(e) of the
Prospectus Directive or any measure implementing the Prospectus
Directive in any Relevant Member State.
For the
purposes of this provision, the expression an “offer of
securities to the public” in relation to any securities in
any Relevant Member State means the communication in any form and
by any means of sufficient information on the terms of the offer
and securities to be offered so as to enable an investor to decide
to purchase or subscribe securities, as the same may be varied in
that Relevant Member State by any measure implementing the
Prospectus Directive in that Relevant Member State and the
expression “Prospectus Directive” means Directive
2003/71/EC (and amendments thereto, including the 2010 PD Amending
Directive, to the extent implemented in the Relevant Member State),
and includes any relevant implementing measure in each Relevant
Member State and the expression “2010 PD Amending
Directive” means Directive 2010/73/EU.
United Kingdom
This
prospectus supplement and the accompanying prospectus are not an
approved prospectus for purposes of the UK Prospectus Rules, as
implemented under the EU Prospectus Directive (2003/71/EC), and
have not been approved under section 21 of the Financial Services
and Markets Act 2000 (as amended), or the FSMA, by a person
authorized under FSMA. The financial promotions contained in this
prospectus supplement and the accompanying prospectus are directed
at, and this prospectus supplement and the accompanying prospectus
is only being distributed to, (1) persons who receive this
preliminary prospectus supplement and the accompanying prospectus
outside of the United Kingdom, and (2) persons in the United
Kingdom who fall within the exemptions under articles 19
(investment professionals) and 49(2)(a) to (d) (high net worth
companies, unincorporated associations, etc.) of the Financial
Services and Markets Act 2000 (Financial Promotion) Order 2005 (all
such persons together being referred to as Relevant Persons). This
prospectus supplement and the accompanying prospectus must not be
acted upon or relied upon by any person who is not a Relevant
Person. Any investment or investment activity to which this
prospectus supplement and the accompanying prospectus relate is
available only to Relevant Persons and will be engaged in only with
Relevant Persons. This prospectus supplement and the accompanying
prospectus and their contents are confidential and should not be
distributed, published or reproduced (in whole or in part) or
disclosed by recipients to any other person that is not a Relevant
Person.
The
underwriter has represented, warranted and agreed
that:
(a) it
has only communicated or caused to be communicated and will only
communicate or cause to be communicated any invitation or
inducement to engage in investment activity (within the meaning of
section 21 of the FSMA in connection with the issue or sale of any
of the shares of Class B Common Stock in circumstances in which
section 21(1) of the FSMA does not apply to the issuer;
and
(b) it
has complied with and will comply with all applicable provisions of
the FSMA with respect to anything done by it in relation to the
shares of Class B Common Stock in, from or otherwise involving the
United Kingdom.
Canada
The
shares of Class B Common Stock may be sold only to purchasers
purchasing, or deemed to be purchasing, as principal that are
accredited investors, as defined in National Instrument 45-106
Prospectus Exemptions or subsection 73.3(1) of the Securities Act
(Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing
Registrant Obligations. Any resale of the shares of Class B Common
Stock must be made in accordance with an exemption from, or in a
transaction not subject to, the prospectus requirements of
applicable securities laws.
Securities
legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this
prospectus supplement (including any amendment thereto) and the
accompanying prospectus contain a misrepresentation, provided that
the remedies for rescission or damages are exercised by the
purchaser within the time limit prescribed by the securities
legislation of the purchaser’s province or territory. The
purchaser should refer to any applicable provisions of the
securities legislation of the purchaser’s province or
territory for particulars of these rights or consult with a legal
advisor.
Pursuant to section
3A.3 (or, in the case of securities issued or guaranteed by the
government of a non-Canadian jurisdiction, section 3A.4) of
National Instrument 33-105 Underwriting Conflicts (“NI
33-105”), the underwriter is not required to comply with the
disclosure requirements of NI 33-105 regarding underwriter
conflicts of interest in connection with this
offering.
LEGAL MATTERS
Certain
legal matters relating to the validity of the securities offered
hereby will be passed upon for us by Akerman LLP, Fort Lauderdale,
Florida. McGuireWoods LLP, New York, New York, is counsel for the
underwriter in connection with this offering.
EXPERTS
The
consolidated financial statements of RumbleOn, Inc. (formerly Smart
Server, Inc.) as of December 31, 2017 and December 31, 2016 and for
the years then ended incorporated by reference in this prospectus
supplement and elsewhere in the registration statement have been so
incorporated in reliance on the report of Scharf Pera & Co.,
PLLC, an independent registered public accounting firm,
incorporated herein by reference, given on the authority of said
firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We file
reports, including annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K with the SEC. The
public may read and copy any materials we file with the SEC at the
SEC’s Public Reference Room at 100 F Street, N.E.,
Washington, DC 20549, on official business days during the hours of
10 a.m. to 3 p.m. The public may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC maintains an Internet website that contains
reports, proxy and information statements and other information
regarding issuers, including RumbleOn, that file electronically
with the SEC. The SEC’s Internet website address is
http://www.sec.gov
.
Our Internet website address is
http://www.rumbleon.com
.
We have
filed with the SEC a registration statement under the Securities
Act relating to the offering of these securities. The registration
statement, including the attached exhibits, contains additional
relevant information about us and the securities. This prospectus
supplement and the accompanying prospectus do not contain all of
the information set forth in the registration statement. You can
obtain a copy of the registration statement, at prescribed rates,
from the SEC at the address listed above. The registration
statement and the documents referred to below under
“Incorporation of Certain Information by Reference” are
also available on our Internet website,
http://www.rumbleon.com
.
We have not incorporated by reference into this prospectus
supplement the information on, or that can be accessed through, our
website, and you should not consider it to be a part of this
prospectus supplement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC
allows us to “incorporate by reference” information
into this prospectus supplement, which means that we can disclose
important information about us by referring to another document
filed separately with the SEC. The information incorporated by
reference is considered to be a part of this prospectus supplement.
This prospectus supplement incorporates by reference the documents
and reports listed below other than portions of these documents
that are furnished under Item 2.02 or Item 7.01 of a Current Report
on Form 8–K:
●
The Annual Report
on Form 10–K for the fiscal year ended December 31, 2017,
filed on February 27, 2018, and amended on March 30,
2018;
●
The Quarterly
Report on Form 10-Q for the quarter ended March 31, 2018, filed on
April 30, 2018;
●
The Current Reports
on Form 8–K filed on February 23, 2018, May 1, 2018 and June
28, 2018; and
●
The description of
our Class B Common Stock contained in our Registration Statement on
Form 8-A, filed with the SEC on October 18, 2017.
In
addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, shall be
deemed to be incorporated by reference in this prospectus
supplement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus supplement
to the extent that a statement contained herein or in any
subsequently filed document that also is or is deemed to be
incorporated by reference herein, as the case may be, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus
supplement.
We will provide, without charge, to
any person, including any beneficial owner, to whom a copy of this
prospectus supplement is delivered, upon oral or written request of
such person, a copy of any or all of the documents that have been
incorporated by reference in this prospectus supplement but not
delivered with the prospectus supplement, including any exhibits to
such documents that are specifically incorporated by reference in
those documents.
Please
make your request by writing or telephoning us at the following
address or telephone number:
RumbleOn,
Inc.
4521
Sharon Road, Suite 370
Charlotte,
North Carolina 28211
Attention:
Investor Relations
Tel:
(704) 448-5240
PROSPECTUS
$20,000,000
Class B Common Stock
Preferred Stock
Debt Securities
Warrants
Units
This prospectus
relates to the sale from time to time in one or more offerings of
up to $20,000,000 of shares of our Class B Common Stock; shares of
our preferred stock, which we may issue in one or more series or
classes; debt securities, which we may issue in one or more series;
warrants to purchase our Class B Common Stock, preferred stock or
debt securities; and units (collectively referred to as the
“securities”).
We will provide the
specific terms of any securities to be offered in one or more
supplements to this prospectus. The prospectus supplements may also
add, update or change information contained in this prospectus.
This prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement.
When securities are
offered under this prospectus, we will provide you with a
prospectus supplement describing the specific securities being
offered, the manner in which they are being offered, the offering
price of the securities and the net proceeds from the sale of those
securities. The securities may be offered separately or together in
any combination or as a separate series. You should carefully read
this prospectus and any accompanying prospectus supplement,
together with any documents incorporated by reference herein and
therein, before you invest in our securities. We may sell these
securities to or through underwriters, to other purchasers, through
dealers or agents or through any combination of these methods, on a
continuous or delayed basis. For additional information on the
methods of sale, you should refer to the section titled “Plan
of Distribution” in this prospectus. If any agents or
underwriters are involved in the sale of any securities with
respect to which this prospectus is being delivered, the names of
such agents or underwriters and any applicable fees, commissions,
discounts and over-allotment options will be set forth in a
prospectus supplement. The price to the public of such securities
and the net proceeds that we expect to receive from such sale will
also be set forth in a prospectus supplement.
Our Class B Common
Stock is traded on The NASDAQ Capital Market under the symbol
“RMBL.” On May 24, 2018, the last reported sale price
of our Class B Common Stock on The NASDAQ Capital Market was $4.75.
Pursuant to General Instruction I.B.6 of Form S-3, in no event will
we sell our Class B Common Stock in a public primary offering with
a value exceeding more than one-third of our public float in any
12-month period so long as our public float remains below $75.0
million. We have not offered any securities pursuant to General
Instruction I.B.6 of Form S-3 during the 12 calendar months before
and including the date of this prospectus.
_______________
Investing in our securities involves substantial risks. See
“Risk Factors” beginning on page 5 of this prospectus
and in the applicable prospectus supplement, and in any other
document incorporated by reference herein or therein, for factors
you should consider before buying any of our
securities.
_______________
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this
prospectus is June 6, 2018.
TABLE OF CONTENTS
PROSPECTUS
|
Page
|
ABOUT
THIS PROSPECTUS
|
1
|
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
|
2
|
WE ARE AN EMERGING
GROWTH COMPANY
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2
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PROSPECTUS
SUMMARY
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3
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RISK
FACTORS
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5
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USE
OF PROCEEDS
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5
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DESCRIPTION
OF CAPITAL STOCK
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6
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DESCRIPTION
OF DEBT SECURITIES
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8
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DESCRIPTION
OF WARRANTS
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19
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DESCRIPTION
OF UNITS
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GLOBAL
SECURITIES
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PLAN
OF DISTRIBUTION
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DISCLOSURE
OF COMMISSION POSITION ON INDEMNIFICATION FOR SECURITIES ACT
LIABILITIES
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27
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LEGAL
MATTERS
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27
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EXPERTS
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WHERE
YOU CAN FIND ADDITIONAL INFORMATION
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INCORPORATION
OF CERTAIN INFORMATION BY REFERENCE
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ABOUT THIS PROSPECTUS
This prospectus is
part of a “shelf” registration statement that we have
filed with the Securities and Exchange Commission, or the SEC. By
using a shelf registration statement, we may sell, at any time and
from time to time in one or more offerings, any combination of the
securities described in this prospectus, up to a total dollar
amount of $20,000,000. This prospectus provides you with a general
description of the securities that we may offer. Each time we sell
securities, we will provide a prospectus supplement and attach it
to this prospectus. The prospectus supplement will contain more
specific information about the terms of that offering, including
the specific amounts, prices and terms of the securities offered.
The prospectus supplements may also add, update or change
information contained or incorporated by reference in this
prospectus. Any statement that we make in this prospectus will be
modified or superseded by any inconsistent statement made by us in
a prospectus supplement. If there is any inconsistency between the
information in this prospectus and the information in the
prospectus supplement, you should rely on the information in the
prospectus supplement.
This prospectus may not be used
to consummate a sale of securities unless it is accompanied by a
prospectus supplement
.
The exhibits to the
registration statement of which this prospectus is a part contain
the full text of certain contracts and other important documents we
have summarized in this prospectus. Because these summaries may not
contain all the information that you may find important in deciding
whether to purchase the securities we may offer, you should review
the full text of these documents. The registration statement and
the exhibits can be obtained from the SEC as indicated under the
heading “Where You Can Find Additional Information”
below.
You should rely
only on the information contained or incorporated by reference in
this prospectus or any applicable prospectus supplements filed with
the SEC. We have not authorized anyone to provide you with
different information and, if you are given any information or
representation about these matters that is not contained or
incorporated by reference in this prospectus or a prospectus
supplement, you must not rely on that information. We are not
making an offer to sell securities in any jurisdiction where the
offer or sale of such securities is not permitted.
Neither the delivery of this prospectus or any applicable
prospectus supplement nor any sale made using this prospectus or
any applicable prospectus supplement implies that there has been no
change in our affairs or that the information in this prospectus or
in any applicable prospectus supplement is correct as of any date
after their respective dates. You should not assume that the
information in or incorporated by reference in this prospectus or
any applicable prospectus supplement prepared by us, is accurate as
of any date other than the date(s) on the front covers of those
documents. Our business, financial condition, results of operations
and prospects may have changed since those dates.
When used in this
prospectus, the terms “
RumbleOn, Inc
.," "
RumbleOn
," "
our Company
," "
we
," "
our
" and "
us
" refer to RumbleOn, Inc., a Nevada
corporation, and its consolidated subsidiaries, unless otherwise
specified. Unless otherwise stated or indicated by context, the
phrase “this prospectus” refers to the prospectus and
any applicable prospectus supplement.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and
the documents incorporated by reference in this prospectus contain
“forward-looking statements” within the meaning of
Section 27A of the Securities Act of 1933, as amended, or the
Securities Act, and Section 21E of the Securities Exchange Act of
1934, as amended, or the Exchange Act. These statements, which in
some cases, you can identify by terms such as “may,”
“will,” “should,” “could,”
“would,” “expects,” “plans,”
“anticipates,” “believes,”
“estimates,” “projects,”
“predicts,” “potential” and similar
expressions intended to identify forward-looking statements, relate
to future events or to our future operating or financial
performance and involve known and unknown risks, uncertainties and
other factors which may cause our actual results, performance or
achievements to be materially different from any future results,
performances or achievements expressed or implied by the
forward-looking statements. These statements include statements
regarding our operations, cash flows, financial position and
economic performance including, in particular, future sales,
competition and the effect of economic conditions. These statements
reflect our current views with respect to future events and are
based on assumptions and subject to risks and
uncertainties.
Although we believe
that these statements are based upon reasonable assumptions, these
statements expressing opinions about future outcomes and
non-historical information, are subject to a number of risks and
uncertainties, many of which are beyond our control, and reflect
future business decisions that are subject to change and,
therefore, there is no assurance that the outcomes expressed in
these statements will be achieved. Some of the assumptions, future
results and levels of performance expressed or implied in the
forward-looking statements we have made or may make in the future
inevitably will not materialize, and unanticipated events may occur
which will affect our results. Investors are cautioned that
forward-looking statements are not guarantees of future performance
and actual results or developments may differ materially from the
expectations expressed in forward-looking statements contained
herein. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. We discuss many of
these risks and uncertainties in greater detail under “Risk
Factors” discussed under the caption “Item 1A. Risk
Factors” in Part I of our most recent Annual Report on Form
10-K or any updates discussed under the caption “Item 1A.
Risk Factors” in Part II of our Quarterly Reports on Form
10-Q, together with all of the other information appearing in or
incorporated by reference into this prospectus. You should read
this prospectus completely and with the understanding that our
actual future results may be materially different from what we
expect. We qualify all of the forward-looking statements in this
prospectus by these cautionary statements. We undertake no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future events or otherwise,
except as may be required under the securities laws of the United
States. You are advised, however, to consult any additional
disclosures we make in our reports filed with the
SEC.
WE
ARE AN EMERGING GROWTH COMPANY
We qualify as an
“emerging growth company” as defined in the Jumpstart
our Business Startups Act of 2012, or the JOBS Act. An emerging
growth company may take advantage of reduced reporting and other
burdens that are otherwise applicable generally to public
companies. These provisions include (i) a requirement to have only
two years of audited financial statements and only two years of
related Management’s Discussion and Analysis of Financial
Condition and Results of Operations disclosure and (ii) an
exemption from the auditor attestation requirement in the
assessment of our internal control over financial reporting
pursuant to the Sarbanes-Oxley Act of 2002.
We may take
advantage of these provisions until the end of the fiscal year
ending after the fifth anniversary of our initial public offering
or such earlier time that we are no longer an emerging growth
company and if we do, the information that we provide stockholders
may be different than you might get from other public companies in
which you hold equity. We would cease to be an emerging growth
company if we have more than $1.0 billion in annual revenue, have
more than $700 million in market value of our shares of common
stock held by non-affiliates, or issue more than $1.0 billion of
nonconvertible debt over a three year period.
The JOBS Act
permits an “emerging growth company” like us to take
advantage of an extended transition period to comply with new or
revised accounting standards applicable to public companies. We
have elected not to take advantage of the extended transition
period for complying with new or revised accounting
standards.
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PROSPECTUS
SUMMARY
This summary
highlights information contained elsewhere in this prospectus or
the documents incorporated by reference herein. It is not complete
and may not contain all of the information that you should consider
before investing in these securities. You should carefully read the
entire prospectus, including the “Risk Factors”
section, the documents incorporated by reference into this
prospectus, and any prospectus supplement.
Overview
RumbleOn, Inc.
operates a capital light disruptive e-commerce platform
facilitating the ability of both consumers and dealers to
Buy-Sell-Trade-Finance pre-owned vehicles in one online location.
Our goal is to transform the way pre-owned vehicles are bought and
sold by providing users with the most efficient, timely and
transparent transaction experience. Our initial focus is the market
for vin specific pre-owned vehicles with an initial emphasis on
motorcycles and other powersports.
Serving both
consumers and dealers, through our online marketplace platform, we
make cash offers for the purchase of pre-owned vehicles. In
addition, we offer a large inventory of pre-owned vehicles for sale
along with third-party financing and associated products. Our
operations are designed to be scalable by working through an
infrastructure and capital light model that is achievable by virtue
of a synergistic relationship with our regional partners, including
dealers and auctions. We utilize regional partners in the
acquisition of pre-owned vehicles as well as to provide inspection,
reconditioning and distribution services. These regional partners
earn incremental revenue and enhance profitability through fees
from inspection, reconditioning and distribution
programs.
Our business model
is driven by a technology platform we acquired in February 2017,
through our acquisition of substantially all of the assets of
NextGen Dealer Solutions, LLC. The acquired system provides
integrated vehicle appraisal, inventory management, customer
relationship and lead management, equity mining, and other key
services necessary to drive the online marketplace. Over the past
16 years, the developers of the software have designed and built
high-quality application solutions for both dealers and large
multi-national clients.
Our business
combines a comprehensive online buying and selling experience with
a vertically-integrated supply chain solution that allows us to buy
and sell high quality vehicles to and from consumers and dealers
transparently and efficiently at a value-oriented price. Using our
website or mobile application, consumers and dealers can complete
all phases of a pre-owned vehicle transaction. Our online buying
and selling experience allows consumers to:
●
Sell us a vehicle
.
We address the lack of liquidity available in the market for a cash
sale of a vehicle by consumers and dealers through our cash offer
to buy program. Dealers and consumers can sell us a vehicle
independent of a purchase. Using our free and simple appraisal
tool, consumers and dealers can receive a haggle-free, guaranteed
3-day firm cash offer for their pre-owned vehicle within minutes
and, if accepted, receive prompt payment. Our cash offer to buy is
based on the use of extensive pre-owned retail and wholesale
vehicle market data. When a consumer accepts our offer, we ship
their vehicles to our closest regional partner where the vehicle is
inspected, reconditioned and prepared for pending sale. We believe
buying pre-owned vehicles directly from consumers is the primary
driver of our source of supply for sale and a key to our ability to
offer competitive pricing to buyers. By being one of the few online
sources for consumers to receive cash for their vehicle, we have a
significant opportunity to buy product at a lower cost since dealer
and auction markup is eliminated from these consumer purchases. In
addition, we believe our willingness to provide cash offers and
purchase a customer’s vehicle sight unseen, whether or not
the customer is buying a vehicle from us, provides a competitive
sourcing advantage for vehicles.
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●
Purchase a pre-owned
vehicle
. Our 100% online marketplace approach to retail
consumer and dealer distribution addresses the many issues
currently facing the consumer and dealer distribution marketplace
for pre-owned vehicles, a marketplace we believe is primed for a
disruptive change. We believe the issues facing the marketplace
include: (i) heavy use of inefficient listing sites, (ii) a highly
fragmented dealer network; (iii) a limited selection of high
quality pre-owned vehicles for sale; (iv) negative consumer
perception of the current buying experience; and (v) a massive
consumer shift to online retail. We offer consumers and dealers a
large selection of pre-owned vehicles at a value-oriented price
that can be purchased in a seamless transaction in minutes. In
addition to a transparent buying experience, our no haggle pricing,
coupled with an inspected, reconditioned and certified vehicle,
backed by a fender-to-fender warranty and a 3-day money back
guarantee, addresses consumer dissatisfaction with the current
buying processes in the marketplace. As of December 31, 2017,
including vehicles of our dealer partners, we had 751 pre-owned
vehicles listed for sale on our website, where consumers can select
and purchase a vehicle, including arranging financing, directly
from their desktop or mobile device. Selling pre-owned vehicles to
consumers and dealers is the key driver of our
business.
●
Finance a purchase
.
Customers can pay for their vehicle using cash or we will provide a
range of finance options from unrelated third parties such as banks
or credit unions. Customers fill out a short online application
form, and, if approved, apply the financing to their
purchase.
●
Protect a purchase
.
Customers have the option to protect their vehicle with unrelated
third-party branded Extended Protection Plans (“EPPs”)
and vehicle appearance protection products as part of our online
checkout process. EPPs include extended service plans which are
designed to cover unexpected expenses associated with mechanical
breakdowns and guaranteed asset protection, which is intended to
cover the unpaid balance on a vehicle loan in the event of a total
loss of the vehicle or unrecovered theft. Vehicle appearance
protection includes products aimed at maintaining vehicle
appearance.
To enable a
seamless consumer and dealer experience, we are building a
vertically-integrated pre-owned vehicle supply chain marketplace,
supported by proprietary software systems and data which include
the following attributes:
●
Vehicle sourcing and
acquisition
. We acquire virtually all of our pre-owned
vehicle inventory directly from consumers and dealers. Using
pre-owned retail and wholesale vehicle market data obtained from a
variety of internal and external data sources, we evaluate a
significant number of vehicles daily to determine their fit with
consumer demand, internal profitability targets and our existing
inventory mix. The supply of pre-owned vehicles is influenced by a
variety of factors, including: the total number of vehicles in
operation; the rate of new vehicle sales, which in turn generate
pre-owned vehicles; and the number of pre-owned vehicles sold or
remarketed through our consumer and dealer channels. Based on the
large number of vehicles remarketed each year, consumer acceptance
of our cash offer to buy, and the large size of the United States
market relative to our needs, we believe that sources of pre-owned
vehicles will continue to be sufficient to meet our current and
future needs.
●
Inspection, reconditioning
and logistics
. After acquiring a vehicle, we transport it to
one of our closest regional partners who are paid to perform an
inspection and to recondition the vehicle to meet “RumbleOn
Certified” standards. High quality photographs are then
taken, the vehicle is listed for sale on Rumbleon.com and the
regional partner stores the vehicle pending delivery to the buyer.
This process is supported by a custom pre-owned vehicle inventory
management system, which tracks vehicles through each stage of the
inspection, reconditioning and logistic process. The ability to
leverage and provide a high margin source of incremental revenue to
the existing network of regional partners in return for providing
inspection, reconditioning, logistics and distribution support
reduces our need for any significant investment in retail or
reconditioning facilities.
Corporate
Information
We were
incorporated as a development stage company in the State of Nevada
as Smart Server, Inc. in October 2013. In February 2017, we changed
our name to RumbleOn, Inc. Our principal executive offices are
located at 4521 Sharon Road, Suite 370, Charlotte, North Carolina
28211 and our telephone number is (704) 448-5240. Our Internet
website is www.rumbleon.com. Our Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and
amendments to reports filed or furnished pursuant to Sections 13(a)
and 15(d) of the Exchange Act are available, free of charge, under
the Investor Relations tab of our website as soon as reasonably
practicable after we electronically file such material with, or
furnish it to, the SEC. You may also read and copy any materials we
file with the SEC at the SEC’s Public Reference Room at 100 F
Street, NE, Washington, DC 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. The SEC also maintains an Internet website located
at
www.sec.gov
that contains the information we file or furnish electronically
with the SEC.
Additional
information about us and our subsidiaries can be obtained from the
documents incorporated by reference herein. See “Where You
Can Find Additional Information.”
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RISK FACTORS
Investing in our
securities involves significant risks. Before making an investment
decision, you should consider carefully the risks, uncertainties
and other factors described in our most recent Annual Report on
Form 10-K, as supplemented and updated by subsequent quarterly
reports on Form 10-Q and current reports on Form 8-K that we have
filed or will file with the SEC, and in documents which are
incorporated by reference into this prospectus, as well as the risk
factors and other information contained in or incorporated by
reference into the applicable prospectus supplement.
If any of these
risks were to occur, our business, affairs, prospects, assets,
financial condition, results of operations and cash flow could be
materially and adversely affected. If this occurs, the market or
trading price of our securities could decline, and you could lose
all or part of your investment. In addition, please read
“Cautionary Note Regarding Forward-Looking Statements”
in this prospectus, where we describe additional uncertainties
associated with our business and the forward-looking statements
included or incorporated by reference into this
prospectus.
USE OF PROCEEDS
We will retain
broad discretion over the use of the net proceeds from the sale of
the securities offered by this prospectus. Unless otherwise
specified in the applicable prospectus supplement, we currently
expect to use the net proceeds of our sale of securities for
working capital and general corporate purposes, which may include
purchases of additional inventory held for sale, increased spending
on marketing and advertising and capital expenditures necessary to
grow the business. Pending these uses, we may invest the net
proceeds in short-term interest-bearing investment grade
instruments.
DESCRIPTION OF CAPITAL STOCK
Common
Stock
Our Articles of
Incorporation authorize the issuance of 100,000,000 shares of
common stock, $0.001 par value per share, of which 1,000,000 shares
are designated as Class A Common Stock and all other shares of
common stock are designated as Class B Common Stock. The Class A
Common Stock ranks pari passu with all of the rights and privileges
of the Class B 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. The Class B Common Stock are
identical to the Class A Common Stock in all material respects,
except that holders of the Class B Common Stock will be entitled to
one vote per share of Class B Common Stock issued and outstanding.
Our Class B Common Stock is registered pursuant to Section 12(b) of
the Exchange Act. As of May 24, 2018
,
1,000,000 shares of Class A Common Stock
and 12,023,541 shares of Class B Common Stock were issued and
outstanding.
Holders of shares
of Class A Common Stock and Class B Common Stock are entitled to
share ratably in dividends, if any, as may be declared, from time
to time by our board of directors, or Board, in its discretion,
from funds legally available to be distributed. In the event of a
liquidation, dissolution or winding up of our company, the holders
of shares of Class A Common Stock and Class B Common Stock are
entitled to share pro rata all assets remaining after payment in
full of all liabilities and the prior payment to the preferred
stockholders if any. Holders of Class A Common Stock and Class B
Common Stock have no preemptive rights to purchase our Class A
Common Stock and Class B Common Stock. There are no conversion
rights or redemption or sinking fund provisions with respect to the
Class A Common Stock or Class B Common Stock.
Preferred
Stock
Our Articles of
Incorporation authorize the issuance of 10,000,000 shares of
preferred stock, $0.001 par value per share, in one or more classes
or series, of which no shares were outstanding as of May 24, 2018.
The rights, preferences, privileges and restrictions of the
preferred stock of each series or class will be determined by our
Board and set forth in a certificate of designations relating to
such series or class that will amend our Articles of Incorporation.
We will include each certificate of designations as an exhibit to
the registration statement that includes this prospectus, or as an
exhibit to a filing with the SEC that is incorporated by reference
into this prospectus. The description of preferred stock in any
prospectus supplement will not necessarily describe all of the
terms of the preferred stock in detail. You should read the
applicable certificate of designations for a complete description
of all of the terms.
Nevada
Laws
The Nevada Business
Corporation Law contains a provision governing “Acquisition
of Controlling Interest.” This law provides generally that
any person or entity that acquires 20% or more of the outstanding
voting shares of a publicly-held Nevada corporation in the
secondary public or private market may be denied voting rights with
respect to the acquired shares, unless a majority of the
disinterested stockholders of the corporation elects to restore
such voting rights in whole or in part. The control share
acquisition act provides that a person or entity acquires
“control shares” whenever it acquires shares that, but
for the operation of the control share acquisition act, would bring
its voting power within any of the following three
ranges:
A “control
share acquisition” is generally defined as the direct or
indirect acquisition of either ownership or voting power associated
with issued and outstanding control shares. The stockholders or
board of directors of a corporation may elect to exempt the stock
of the corporation from the provisions of the control share
acquisition act through adoption of a provision to that effect in
the articles of incorporation or bylaws of the corporation. Our
Articles of Incorporation and bylaws do exempt our Class A Common
Stock and Class B Common Stock from the control share acquisition
act.
Market
Information
Our Class B Common
Stock is traded on the NASDAQ Capital Market under the symbol
“RMBL.”
Holders
As of May 24, 2018,
we had approximately 43 stockholders of record of 12,023,541 issued
and outstanding shares of Class B Common Stock and two holders of
record of 1,000,000 issued and outstanding shares of Class A Common
Stock.
Transfer
Agent and Registrar
The transfer agent
and registrar for our Class A Common Stock and Class B Common Stock
is West Coast Stock Transfer, Inc. We will identify in a prospectus
supplement the transfer agent and registrar for any series of
preferred stock offered by this prospectus.
DESCRIPTION OF DEBT SECURITIES
The complete terms
of the debt securities will be contained in the indenture and
supplemental indenture applicable to the debt securities unless we
are not required under the Trust Indenture Act of 1939, as amended,
or the Trust Indenture Act, to issue the debt securities pursuant
to an indenture. These documents have been or will be included or
incorporated by reference as exhibits to the registration statement
of which this prospectus is a part. You should read the indenture
and supplemental indenture. You should also read the prospectus
supplement, which will contain additional information and which may
update or change some of the information below.
This section
describes the general terms of the debt securities that we may
offer using this prospectus. Further terms of the debt securities
will be stated in the applicable prospectus supplement. The
following description and any description of the debt securities in
a prospectus supplement may not be complete and is subject to and
qualified in its entirety by reference to the terms of the
applicable indenture and supplemental indenture (to the extent we
are required to issue the debt securities pursuant to an indenture)
and form of debt security.
General
We may issue debt
securities, in one or more series, as either senior or subordinated
debt or as senior or subordinated convertible or exchangeable debt.
The senior debt securities will rank equally with any other
unsubordinated debt that we may have and may be secured or
unsecured. The subordinated debt securities will be subordinate and
junior in right of payment, to the extent and in the manner
described in the instrument governing the debt, to all or some
portion of our senior indebtedness. Any convertible debt securities
that we may issue will be convertible into or exchangeable for
common stock or other securities of RumbleOn. Conversion may be
mandatory or at your option and would be at prescribed conversion
rates.
If we are required
pursuant to the provisions of the Trust Indenture Act, the debt
securities will be issued under one or more indentures, which are
contracts between us and an eligible banking institution or other
eligible party, as trustee. While the terms we have summarized
below will apply generally to any debt securities that we may offer
under this prospectus, we will describe the particular terms of any
debt securities that we may offer, including debt securities that
are issued under an indenture, in more detail in a prospectus
supplement.
If required, we
will issue the senior debt securities under the senior indenture
that we will enter into with the trustee named in the senior
indenture. If required, we will issue the subordinated debt
securities under the subordinated indenture that we will enter into
with the trustee named in the subordinated indenture. We have filed
forms of these documents as exhibits to the registration statement
of which this prospectus is a part. We use the term
“indentures” to refer to both the senior indenture and
the subordinated indenture.
The following
summaries of the material provisions of the senior debt securities,
the subordinated debt securities and the indentures (to the extent
applicable to a particular issuance of our debt securities) are not
complete and are qualified in their entirety by reference to all of
the provisions of the indenture applicable to a particular series
of debt securities. You should read the applicable prospectus
supplement that we may authorize to be provided to you related to
the series of debt securities being offered and, to the extent
applicable, the complete indentures that contain the terms of the
debt securities. Forms of indentures have been filed as exhibits to
the registration statement of which this prospectus is a part, and
we will file supplemental indentures and forms of debt securities
containing the terms of the debt securities being offered under
indentures as exhibits to the registration statement of which this
prospectus is a part or such supplemental indentures will be
incorporated by reference to reports that we file with the SEC.
Except as we may otherwise indicate, the terms of the senior
indenture and the subordinated indenture are
identical.
The indentures will
be qualified under the Trust Indenture Act. We use the term
“indenture trustee” to refer to either the senior
trustee or the subordinated trustee, as applicable.
The indentures do
not limit the amount of other debt that we may incur and do not
contain financial or similar restrictive covenants. The indentures
do not contain any provision to protect holders of debt securities
against a sudden or dramatic decline in our ability to pay our
debt.
The
prospectus supplement will describe the debt securities offered and
the price or prices at which we will offer the debt securities. The
description will include:
●
the
title of the debt securities;
●
whether
the debt securities are senior debt securities or subordinated debt
securities and, if subordinated debt securities, the related
subordination terms;
●
principal amount
being offered, and, if a series, the total amount authorized and
the total amount outstanding;
●
any
limit on the aggregate principal amount of the debt securities or
the series of which they are a part;
●
the
date or dates on which we must pay the principal;
●
whether
the debt securities will be issued with any original issue
discount;
●
whether
the debt securities are convertible into common stock or other
securities or property and, if so, the terms and conditions upon
which conversion will be effected, including the initial conversion
price or conversion rate and any adjustments thereto and the
conversion period;
●
the
rate or rates at which the debt securities will bear interest, if
any, the date or dates from which interest will accrue, and the
dates on which we must pay interest;
●
whether
and under what circumstances, if any, we will pay a premium or
additional amounts on any debt securities;
●
the
place or places where we must pay the principal and any premium or
interest on the debt securities;
●
the
terms and conditions on which we may redeem or retire any debt
security, if at all;
●
any
obligation to redeem or repurchase any debt securities, and the
terms and conditions on which we must do so;
●
the
denominations in which we may issue the debt securities if other
than denominations of $1,000 and any integral multiple
thereof;
●
the
manner in which we will determine the amount of principal of or any
premium or interest or additional amounts on the debt
securities;
●
the
principal amount of the debt securities that we will pay upon
declaration of acceleration of their maturity if other than
100%;
●
the
amount that will be deemed to be the principal amount for any
purpose, including the principal amount that will be due and
payable upon any maturity or that will be deemed to be outstanding
as of any date;
●
whether
the debt securities will be secured or unsecured, and the terms of
any secured debt;
●
whether
the debt securities are defeasible;
●
if
applicable, the terms of any right to convert debt securities into,
or exchange debt securities for, shares of common stock or other
securities or property;
●
restrictions on
transfer, sale or other assignment, if any;
●
our
right, if any, to defer payment of interest and the maximum length
of any such deferral period;
●
provisions for a
sinking fund, purchase or other analogous fund, if
any;
●
whether
we will issue the debt securities under indentures;
●
whether
we will issue the debt securities in the form of one or more global
securities and, if so, the respective depositaries for the global
securities and the terms of the global securities;
●
any
addition to or change in the events of default applicable to the
debt securities and any change in the right of the trustee or the
holders to declare the principal amount of any of the debt
securities due and payable;
●
any
addition to or change in the covenants in the indentures, if any,
including whether the indenture will restrict our ability or the
ability of our subsidiaries to:
o
incur
additional indebtedness;
o
issue
additional securities;
o
pay
dividends or make distributions in respect of our capital shares or
the capital shares of our subsidiaries;
o
place
restrictions on our subsidiaries’ ability to pay dividends,
make distributions or transfer assets;
o
make
investments or other restricted payments;
o
sell or
otherwise dispose of assets;
o
enter
into sale-leaseback transactions;
o
engage
in transactions with stockholders or affiliates;
o
issue
or sell shares of our subsidiaries; or
o
effect
a consolidation or merger;
●
whether
the indenture, if any, will require us to maintain any interest
coverage, fixed charge, cash flow-based, asset-based or other
financial ratios;
●
a
discussion of any material United States federal income tax
considerations applicable to the debt securities;
●
information
describing any book-entry features;
●
procedures for any
auction or remarketing, if any; and
●
any
other specific terms, preferences, rights or limitations of, or
restrictions on, the debt securities, including any events of
default that are in addition to those described in this prospectus
or any covenants provided with respect to the debt securities that
are in addition to those described above, and any terms that may be
required by us or advisable under applicable laws or regulations or
advisable in connection with the marketing of the debt
securities.
We may sell the
debt securities at a substantial discount below their stated
principal amount. We will describe United States federal income tax
considerations, if any, applicable to debt securities sold at an
original issue discount in the prospectus supplement. An
“original issue discount security” is any debt security
that provides for an amount less than the principal amount to be
due and payable upon the declaration of acceleration of the
maturity under the terms of the applicable indenture. The
prospectus supplement relating to any original issue discount
securities will describe the particular provisions relating to
acceleration of the maturity upon the occurrence of an event of
default. In addition, we will describe United States federal income
tax or other considerations applicable to any debt securities that
are denominated in a currency or unit other than United States
dollars in the prospectus supplement.
Conversion and Exchange Rights
The applicable
prospectus supplement will describe, if applicable, the terms on
which you may convert debt securities into or exchange them for
common stock or other securities or property. The conversion or
exchange may be mandatory or may be at your option. The prospectus
supplement will describe how the number of shares of common stock
or other securities or property to be received upon conversion or
exchange would be calculated.
Subordination of Subordinated Debt Securities
Unless the
prospectus supplement indicates otherwise, the following provisions
will apply to the subordinated debt securities. The indebtedness
underlying the subordinated debt securities will be payable only if
all payments due under our senior indebtedness, including any
outstanding senior debt securities, have been made. If we
distribute our assets to creditors upon any dissolution,
winding-up, liquidation or reorganization or in bankruptcy,
insolvency, receivership or similar proceedings, we must first pay
all amounts due or to become due on all senior indebtedness before
we pay the principal of, or any premium or interest on, the
subordinated debt securities. In the event the subordinated debt
securities are accelerated because of an event of default, we may
not make any payment on the subordinated debt securities until we
have paid all senior indebtedness or the acceleration is rescinded.
If the payment of subordinated debt securities accelerates because
of an event of default, we must promptly notify holders of senior
indebtedness of the acceleration.
Unless otherwise
indicated in a prospectus supplement, we may not make any payment
on the subordinated debt securities if a default in the payment of
the principal of, premium, if any, interest or other obligations,
including a default under any repurchase or redemption obligation,
in respect of senior indebtedness occurs and continues beyond any
applicable grace period. We may not make any payment on the
subordinated debt securities if any other default occurs and
continues with respect to senior indebtedness that permits holders
of the senior indebtedness to accelerate its maturity and the
trustee receives a notice of such default from us, a holder of such
senior indebtedness or other person permitted to give such notice.
We may not resume payments on the subordinated debt securities
until the defaults are cured or certain periods pass.
If we experience a
bankruptcy, dissolution or reorganization, holders of senior
indebtedness may receive more, ratably, and holders of subordinated
debt securities may receive less, ratably, than our other
creditors.
The indentures in
the forms initially filed as exhibits to the registration statement
of which this prospectus is a part do not limit the amount of
indebtedness which we may incur, including senior indebtedness or
subordinated indebtedness, and do not limit us from issuing any
other debt, including secured debt or unsecured debt.
Form, Exchange and Transfer
We will issue debt
securities only in fully registered form, without coupons, and,
unless otherwise specified in the prospectus supplement, only in
denominations of $1,000 and any integral multiple thereof. The
indentures provide that we may issue debt securities of a series in
temporary or permanent global form and as book-entry securities
that will be deposited with, or on behalf of, The Depository Trust
Company, or DTC, or another depositary named by us and identified
in a prospectus supplement with respect to that series. We
currently anticipate that the debt securities of each series
offered and sold pursuant to this prospectus will be issued as
global debt securities as described under “Global
Securities” and will trade in book-entry form
only.
At the option of
the holder, subject to the terms of the indentures and the
limitations applicable to global securities described in the
applicable prospectus supplement, the holder of the debt securities
of any series can exchange the debt securities for other debt
securities of the same series, in any authorized denomination and
of like tenor and aggregate principal amount.
Subject to the
terms of the indentures and the limitations applicable to global
securities set forth in the applicable prospectus supplement,
holders of the debt securities may present the debt securities for
exchange or for registration of transfer, duly endorsed or with the
form of transfer endorsed thereon duly executed if so required by
us or the security registrar, at the office of the security
registrar or at the office of any transfer agent designated by us
for this purpose. Unless otherwise provided in the debt securities
that the holder presents for transfer or exchange, we will make no
service charge for any registration of transfer or exchange, but we
may require payment of any taxes or other governmental
charges.
We will name in the
applicable prospectus supplement the security registrar, and any
transfer agent in addition to the security registrar, that we
initially designate for any debt securities. We may at any time
designate additional transfer agents or rescind the designation of
any transfer agent or approve a change in the office through which
any transfer agent acts, except that we will be required to
maintain a transfer agent in each place of payment for the debt
securities of each series.
If we elect to
redeem the debt securities of any series, we will not be required
to:
●
issue,
register the transfer or exchange of any debt securities of any
series being redeemed in part during a period beginning at the
opening of business 15 days before the day of mailing of a notice
of redemption of any debt securities that may be selected for
redemption and ending at the close of business on the day of the
mailing; or
●
register the
transfer of or exchange any debt securities so selected for
redemption, in whole or in part, except the unredeemed portion of
any debt securities we are redeeming in part.
Consolidation, Merger and Sale of Assets
Unless otherwise
specified in the prospectus supplement, we may not consolidate with
or merge into, or sell, convey, transfer, lease or otherwise
dispose of all or substantially all of our properties and assets
to, any person, and shall not permit any other person to
consolidate with or merge into us, unless:
●
either:
(i) we are the surviving corporation or (ii) the person formed by
or surviving any consolidation, amalgamation or merger or resulting
from such conversion (if other than RumbleOn) or to which such
sale, assignment, transfer, conveyance or other disposition has
been made, is a corporation, limited liability company or limited
partnership organized and validly existing under the laws of the
United States, any state of the United States or the District of
Columbia and assumes our obligations under the debt securities and
under the indentures pursuant to agreements reasonably satisfactory
to the indenture trustee;
●
immediately before
and after giving pro forma effect to such transaction, no event of
default, and no event which, after notice or lapse of time or both,
would become an event of default, has occurred and is continuing;
and
●
several
other conditions, including any additional conditions with respect
to any particular debt securities specified in the applicable
prospectus supplement, are met.
The terms of any
securities that we may offer pursuant to this prospectus may limit
our ability to merge or consolidate or otherwise sell, convey,
transfer or otherwise dispose of all or substantially all of our
assets, which terms would be set forth in the applicable prospectus
supplement and supplemental indenture.
Events of Default
Unless otherwise
specified in the applicable prospectus supplement, it is
anticipated that each of the following will constitute an event of
default under the applicable indenture with respect to debt
securities of any series:
●
failure
to pay principal of or any premium on any debt security of that
series when due, whether or not, in the case of subordinated debt
securities, such payment is prohibited by the subordination
provisions of the subordinated indenture;
●
failure
to pay any interest on any debt securities of that series when due,
continued for 30 days, whether or not, in the case of subordinated
debt securities, such payment is prohibited by the subordination
provisions of the subordinated indenture;
●
failure
to deposit any sinking fund payment, when due, in respect of any
debt security of that series, whether or not, in the case of
subordinated debt securities, such deposit is prohibited by the
subordination provisions of the subordinated
indenture;
●
failure
to perform or comply with the provisions described under
“—Consolidation, Merger and Sale of
Assets”;
●
failure
to perform any of our other covenants in such indenture (other than
a covenant included in such indenture solely for the benefit of a
series other than that series), continued for 60 days after written
notice has been given to us by the applicable indenture trustee, or
the holders of at least 25% in principal amount of the outstanding
debt securities of that series, as provided in such indenture;
and
●
certain
events of bankruptcy, insolvency or reorganization affecting us or
any significant subsidiary.
If an event of
default (other than an event of default with respect to RumbleOn
described in the last item listed above) with respect to the debt
securities of any series at the time outstanding occurs and is
continuing, either the applicable trustee or the holders of at
least 25% in principal amount of the outstanding debt securities of
that series by notice as provided in the applicable indenture may
declare the principal amount of the debt securities of that series
(or, in the case of any debt security that is an original issue
discount debt security, such portion of the principal amount of
such debt security as may be specified in the terms of such debt
security) to be due and payable immediately, together with any
accrued and unpaid interest thereon. If an event of default with
respect to RumbleOn described in the last item listed above with
respect to the debt securities of any series at the time
outstanding occurs, the principal amount of all the debt securities
of that series (or, in the case of any such original issue discount
security, such specified amount) will automatically, and without
any action by the applicable trustee or any holder, become
immediately due and payable, together with any accrued and unpaid
interest thereon. After any such acceleration, but before a
judgment or decree based on acceleration, the holders of a majority
in principal amount of the outstanding debt securities of that
series may, under certain circumstances, rescind and annul such
acceleration if all events of default, other than the non-payment
of accelerated principal (or other specified amount), have been
cured or waived as provided in the applicable Indenture. For
information as to waiver of defaults, see
“—Modification and Waiver” below.
Subject to the
provisions in the indentures relating to the duties of the trustees
in case an event of default has occurred and is continuing, each
trustee will be under no obligation to exercise any of its rights
or powers under the applicable indenture at the request or
direction of any of the holders, unless such holders have offered
to such trustee reasonable security or indemnity. Subject to such
provisions for the indemnification of the trustees, the holders of
a majority in principal amount of the outstanding debt securities
of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the
trustee or exercising any trust or power conferred on the trustee
with respect to the debt securities of that series.
No holder of a debt
security of any series will have any right to institute any
proceeding with respect to the applicable indenture, or for the
appointment of a receiver or a trustee, or for any other remedy
thereunder, unless:
●
such
holder has previously given to the trustee under the applicable
indenture written notice of a continuing event of default with
respect to the debt securities of that series;
●
the
holders of not less than 25% in principal amount of the outstanding
debt securities of that series have made written request, and such
holder or holders have offered reasonable indemnity, to the trustee
to institute such proceeding as trustee; and
●
the
trustee has failed to institute such proceeding, and has not
received from the holders of a majority in principal amount of the
outstanding debt securities of that series a direction inconsistent
with such request, within 60 days after such notice, request and
offer.
However, such
limitations do not apply to a suit instituted by a holder of a debt
security for the enforcement of payment of the principal of or any
premium or interest on such debt security on or after the
applicable due date specified in such debt security.
We will be required
to furnish to each trustee annually, within 150 days after the end
of each fiscal year, a certificate by certain of our officers as to
whether or not we, to their knowledge, are in default in the
performance or observance of any of the terms, provisions and
conditions of the applicable indenture and, if so, specifying all
such known defaults.
Modification and Waiver
Unless otherwise
specified in the prospectus supplement, modifications and
amendments of an indenture may be made by us and the applicable
trustee with the consent of the holders of a majority in principal
amount of the outstanding debt securities of each series affected
by such modification or amendment. However, no such modification or
amendment may, without the consent of the holder of each
outstanding debt security affected thereby:
●
change
the stated maturity of the principal of, or time for payment of any
installment of principal of or interest on, any debt
security;
●
reduce
the principal amount of, or any premium or the rate of interest on,
any debt security;
●
reduce
the amount of principal of an original issue discount security or
any other debt security payable upon acceleration of the maturity
thereof;
●
change
the place or the coin or currency of payment of principal of, or
any premium or interest on, any debt security;
●
impair
the right to institute suit for the enforcement of any payment due
on any debt security;
●
modify
the subordination provisions in the case of subordinated debt
securities;
●
reduce
the percentage in principal amount of outstanding debt securities
of any series, the consent of whose holders is required for
modification or amendment of the indenture;
●
reduce
the percentage in principal amount of outstanding debt securities
of any series necessary for waiver of compliance with certain
provisions of the indenture or for waiver of certain defaults;
or
●
modify
such provisions with respect to modification, amendment or waiver,
except to increase any such percentage or to provide that certain
other provisions of the indenture cannot be modified or waived
without the consent of the holder of each outstanding debt security
affected thereby.
The holders of a
majority in principal amount of the outstanding debt securities of
any series may waive compliance by us with certain restrictive
provisions of the applicable indenture. The holders of a majority
in principal amount of the outstanding debt securities of any
series may waive any past default under the applicable indenture,
except a default in the payment of principal, premium or interest
and certain covenants and provisions of the indenture which cannot
be amended without the consent of the holder of each outstanding
debt security of such series.
Each of the
indentures provides that in determining whether the holders of the
requisite principal amount of the outstanding debt securities have
given or taken any direction, notice, consent, waiver or other
action under such indenture as of any date:
●
the
principal amount of an original issue discount security that will
be deemed to be outstanding will be the amount of the principal
that would be due and payable as of such date upon acceleration of
maturity to such date;
●
the
principal amount of a debt security denominated in one or more
foreign currencies or currency units that will be deemed to be
outstanding will be the United States-dollar equivalent, determined
as of such date in the manner prescribed for such debt security, of
the principal amount of such debt security (or, in the case of an
original issue discount security the United States dollar
equivalent on the date of original issuance of such security of the
amount determined as provided immediately above); and
●
certain
debt securities, including those owned by us or any of our other
affiliates, will not be deemed to be outstanding.
Except in certain
limited circumstances, we will be entitled to set any day as a
record date for the purpose of determining the holders of
outstanding debt securities of any series entitled to give or take
any direction, notice, consent, waiver or other action under the
applicable indenture, in the manner and subject to the limitations
provided in the indenture. In certain limited circumstances, the
trustee will be entitled to set a record date for action by
holders. If a record date is set for any action to be taken by
holders of a particular series, only persons who are holders of
outstanding debt securities of that series on the record date may
take such action.
Optional Redemption
If specified in the
applicable prospectus supplement, we may elect to redeem all or
part of the outstanding debt securities of a series from time to
time before the maturity date of the debt securities of that
series. Upon such election, we will notify the indenture trustee of
the redemption date and the principal amount of debt securities of
the series to be redeemed. If less than all the debt securities of
the series are to be redeemed, the particular debt securities of
that series to be redeemed will be selected by the depositary in
accordance with its procedures. The applicable prospectus
supplement will specify the redemption price for the debt
securities to be redeemed (or the method of calculating such
price), in each case in accordance with the terms and conditions of
those debt securities.
Notice of
redemption will be given to each holder of the debt securities to
be redeemed not less than 30 nor more than 60 days prior to the
date set for such redemption. This notice will include the
following information, as applicable: the redemption date; the
redemption price (or the method of calculating such price); if less
than all of the outstanding debt securities of such series are to
be redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the particular
debt securities to be redeemed; that on the redemption date the
redemption price will become due and payable upon each security to
be redeemed and, if applicable, that interest thereon will cease to
accrue after such date; the place or places where such debt
securities are to be surrendered for payment of the redemption
price; and that the redemption is for a sinking fund, if such is
the case.
Prior to any
redemption date, we will deposit or cause to be deposited with the
indenture trustee or with a paying agent (or, if we are acting as
our own paying agent with respect to the debt securities being
redeemed, we will segregate and hold in trust as provided in the
applicable indenture) an amount of money sufficient to pay the
aggregate redemption price of, and (except if the redemption date
shall be an interest payment date or the debt securities of such
series provide otherwise) accrued interest on, all of the debt
securities or the part thereof to be redeemed on that date. On the
redemption date, the redemption price will become due and payable
upon all of the debt securities to be redeemed, and interest, if
any, on the debt securities to be redeemed will cease to accrue
from and after that date. Upon surrender of any such debt
securities for redemption, we will pay those debt securities
surrendered at the redemption price together, if applicable, with
accrued interest to the redemption date.
Any debt securities
to be redeemed only in part must be surrendered at the office or
agency established by us for such purpose, and we will execute, and
the indenture trustee will authenticate and deliver to a holder
without service charge, new debt securities of the same series and
of like tenor, of any authorized denominations as requested by that
holder, in a principal amount equal to and in exchange for the
unredeemed portion of the debt securities that holder
surrenders.
Satisfaction and Discharge
Each indenture will
be discharged and will cease to be of further effect as to all
outstanding debt securities of any series issued thereunder,
when:
o
all
outstanding debt securities of that series that have been
authenticated (except lost, stolen or destroyed debt securities
that have been replaced or paid and debt securities for whose
payment money has theretofore been deposited in trust and
thereafter repaid to us or discharged from such trust) have been
delivered to the trustee for cancellation; or
o
all
outstanding debt securities of that series that have not been
delivered to the trustee for cancellation have become due and
payable or will become due and payable at their stated maturity
within one year or are to be called for redemption within one year
under arrangements satisfactory to the trustee;
and in either case
we have irrevocably deposited with the trustee as trust funds for
such purpose money in an amount sufficient, without consideration
of any reinvestment of interest, to pay and discharge the entire
indebtedness of such debt securities not delivered to the trustee
for cancellation, for principal, premium, if any, and accrued
interest to the date of such deposit (in the case of debt
securities that have become due and payable) or to the stated
maturity or redemption date;
●
we have
paid or caused to be paid all other sums payable by us under the
indenture with respect to the debt securities of that series;
and
●
we have
delivered an officer’s certificate and an opinion of counsel
to the trustee stating that all conditions precedent to
satisfaction and discharge of the indenture with respect to the
debt securities of that series have been complied
with.
Legal Defeasance and Covenant Defeasance
If and to the
extent indicated in the applicable prospectus supplement, we may
elect, at our option at any time, to have provisions of the
indentures relating to defeasance and discharge of indebtedness,
which we call “legal defeasance,” relating to
defeasance of certain restrictive covenants applied to the debt
securities of any series, or to any specified part of a series,
which we call “covenant defeasance.”
Legal Defeasance
. The
indentures provide that, upon our exercise of our option (if any)
to have the provisions relating to legal defeasance applied to any
debt securities, we will be discharged from all our obligations,
and, if such debt securities are subordinated debt securities, the
provisions of the subordinated indenture relating to subordination
will cease to be effective, with respect to such debt securities
(except for certain obligations to convert, exchange or register
the transfer of debt securities, to replace stolen, lost or
mutilated debt securities, to maintain paying agencies and to hold
moneys for payment in trust) upon the deposit in trust for the
benefit of the holders of such debt securities of money or United
States government obligations, or both, which, through the payment
of principal and interest in respect thereof in accordance with
their terms, will provide money in an amount sufficient to pay the
principal of and any premium and interest on such debt securities
on the respective stated maturities in accordance with the terms of
the applicable indenture and such debt securities. Such defeasance
or discharge may occur only if, among other things:
●
we have
delivered to the applicable trustee an opinion of counsel to the
effect that we have received from, or there has been published by,
the United States Internal Revenue Service a ruling, or there has
been a change in tax law, in either case to the effect that holders
of such debt securities will not recognize gain or loss for federal
income tax purposes as a result of such deposit and legal
defeasance and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been
the case if such deposit and legal defeasance were not to
occur;
●
no
event of default or event that with the passing of time or the
giving of notice, or both, shall constitute an event of default
shall have occurred and be continuing at the time of such
deposit;
●
such
deposit and legal defeasance will not result in a breach or
violation of, or constitute a default under, any agreement or
instrument (other than the applicable indenture) to which we are a
party or by which we are bound;
●
we must
deliver to the trustee an officer’s certificate stating that
the deposit was not made by us with the intent of preferring the
holders of the debt securities over any of our other creditors or
with the intent of defeating, hindering, delaying or defrauding any
of our other creditors or others;
●
we must
deliver to the trustee an officer’s certificate stating that
all conditions precedent set forth in the items set forth
immediately above and the item set forth immediately below, as
applicable, have been complied with;
●
in the
case of subordinated debt securities, at the time of such deposit,
no default in the payment of all or a portion of principal of (or
premium, if any) or interest on any of our senior debt shall have
occurred and be continuing, no event of default shall have resulted
in the acceleration of any of our senior debt and no other event of
default with respect to any of our senior debt shall have occurred
and be continuing permitting after notice or the lapse of time, or
both, the acceleration thereof: and
●
we have
delivered to the trustee an opinion of counsel to the effect that
all conditions precedent set forth in first, third or fourth item
above have been complied with.
Covenant Defeasance
.
The indentures provide that, upon our exercise of our option (if
any) to have the covenant defeasance provisions applied to any debt
securities, we may omit to comply with certain restrictive
covenants (but not to conversion, if applicable), including those
that may be described in the applicable prospectus supplement, the
occurrence of certain events of default, which are described above
in the fifth item listed under “Events of Default”
above and any that may be described in the applicable prospectus
supplement, will not be deemed to either be or result in an event
of default and, if such debt securities are subordinated debt
securities, the provisions of the subordinated indenture relating
to subordination will cease to be effective, in each case with
respect to such debt securities. In order to exercise such option,
we must deposit, in trust for the benefit of the holders of such
debt securities, money or United States government obligations, or
both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money
in an amount sufficient to pay the principal of and any premium and
interest on such debt securities on the respective stated
maturities in accordance with the terms of the applicable indenture
and such debt securities. Such covenant defeasance may occur only
if we have delivered to the applicable trustee an opinion of
counsel that in effect says that holders of such debt securities
will not recognize gain or loss for federal income tax purposes as
a result of such deposit and covenant defeasance and will be
subject to federal income tax on the same amount, in the same
manner and at the same times as would have been the case if such
deposit and covenant defeasance were not to occur, and the
requirements set forth in the second, third, fourth, fifth, sixth
and seventh items above are satisfied. If we exercise this option
with respect to any debt securities and such debt securities were
declared due and payable because of the occurrence of any event of
default, the amount of money and United States government
obligations so deposited in trust would be sufficient to pay
amounts due on such debt securities at the time of their respective
stated maturities but may not be sufficient to pay amounts due on
such debt securities upon any acceleration resulting from such
event of default. In such case, we would remain liable for such
payments.
Notices
We will mail
notices to holders of debt securities at the addresses that appear
in the security register.
Title
We may treat the
person in whose name a debt security is registered as the absolute
owner, whether or not such debt security may be overdue, for the
purpose of making payment and for all other purposes.
Information Concerning the Indenture Trustee
The indenture
trustee undertakes to perform only those duties as are specifically
set forth in the applicable indenture. The indenture trustee must
use the same degree of care as a prudent person would exercise or
use in the conduct of his or her own affairs. The indenture trustee
shall be under no obligation to exercise any of the rights or
powers vested in it by an indenture at the request or direction of
any of the applicable holders pursuant to such indenture unless
such holders shall have offered to the indenture trustee security
or indemnity satisfactory to the trustee against the costs,
expenses and liabilities which might be incurred by it in
compliance with such request or direction.
Payment and Paying Agents
Unless otherwise
indicated in the applicable prospectus supplement, payment of
interest on a debt security on any interest payment date will be
made to the person in whose name such debt security (or one or more
predecessor securities) is registered at the close of business on
the regular record date for such interest.
Unless otherwise
indicated in the applicable prospectus supplement, principal of and
any premium and interest on the debt securities of a particular
series will be payable at the office of such paying agent or paying
agents as we may designate for such purpose from time to time,
except that at our option payment of any interest on debt
securities in certificated loan may be made by check mailed to the
address of the person entitled thereto as such address appears in
the security register. Unless otherwise indicated in the applicable
prospectus supplement, the corporate trust office of the trustee
under the senior indenture in The City of New York will be
designated as sole paying agent for payments with respect to senior
debt securities of each series, and the corporate trust office of
the trustee under the subordinated indenture in The City of New
York will be designated as the sole paying agent for payment with
respect to subordinated debt securities of each series. Any other
paying agents initially designated by us for the debt securities of
a particular series will be named in the applicable prospectus
supplement. We may at any time designate additional paying agents
or rescind the designation of any paying agent or approve a change
in the office through which any paying agent acts, except that we
will be required to maintain a paying agent in each place of
payment for the debt securities of a particular
series.
All money paid by
us to a paying agent for the payment of the principal of or any
premium or interest on any debt security which remain unclaimed at
the end of two years after such principal, premium or interest has
become due and payable will be repaid to us, and the holder of such
debt security thereafter may look only to us for
payment.
Governing Law
The indentures and
the debt securities will be governed by and construed in accordance
with the laws of the state of New York.
DESCRIPTION OF WARRANTS
The complete terms
of the warrants will be contained in the applicable warrant
agreement and warrant. These documents will be included or
incorporated by reference as exhibits to the registration statement
of which this prospectus is a part. You should read the warrant and
warrant agreement. You should also read the prospectus supplement,
which will contain additional information and which may update or
change some of the information below.
This section
describes the general terms of the warrants to purchase common
stock, preferred stock and/or debt securities that we may offer
using this prospectus. Further terms of the warrants will be stated
in the applicable prospectus supplement. The following description
and any description of the rights in a prospectus supplement may
not be complete and is subject to and qualified in its entirety by
reference to the terms of the warrant and warrant
agreement.
General
We may issue
additional warrants for the purchase of Class B Common Stock,
preferred stock and/or debt securities in one or more series. If we
offer warrants, we will describe the terms in a prospectus
supplement. Warrants may be offered independently, together with
other securities offered by any prospectus supplement, or through a
dividend or other distribution to stockholders and may be attached
to or separate from other securities. Warrants may be issued under
a written warrant agreement to be entered into between us and the
holder or beneficial owner, or under a written warrant agreement
with a warrant agent specified in a prospectus supplement. A
warrant agent would act solely as our agent in connection with the
warrants of a particular series and would not assume any obligation
or relationship of agency or trust for or with any holders or
beneficial owners of those warrants.
The following are
some of the terms relating to a series of warrants that could be
described in a prospectus supplement:
●
aggregate number of
warrants;
●
price
or prices at which the warrants will be issued;
●
designation,
number, aggregate principal amount, denominations and terms of the
securities that may be purchased on exercise of the
warrants;
●
date,
if any, on and after which the warrants and the debt securities
offered with the warrants, if any, will be separately
transferable;
●
purchase price for
each security purchasable on exercise of the warrants;
●
the
terms for changes to or adjustments in the exercise price, if
any;
●
dates
on which the right to purchase certain securities upon exercise of
the warrants will begin and end;
●
minimum
or maximum number of securities that may be purchased at any one
time upon exercise of the warrants;
●
anti-dilution
provisions or other adjustments to the exercise price of the
warrants;
●
terms
of any right that we may have to redeem the warrants;
●
effect
of any merger, consolidation, sale or other transfer of our
business on the warrants and the applicable warrant
agreement;
●
name
and address of the warrant agent, if any;
●
information with
respect to book-entry procedures;
●
any
material United States federal income tax considerations;
and
●
other
material terms, including terms relating to transferability,
exchange, exercise or amendments of the warrants.
Until any warrants
to purchase our securities are exercised, holders of the warrants
will not have any rights of holders of the underlying
securities.
Outstanding
Warrants
As of May 24, 2018,
we had outstanding warrants to purchase 300,068 shares of Class B
Common Stock. Warrants to purchase 218,250 shares of Class B
Common Stock are exercisable at any time and from time to time, in
whole or in part, during the four year period commencing October
18, 2018 at an exercise price of $6.325 per share. Warrants
to purchase 81,818 shares of Class B Common Stock are
currently exercisable at an exercise price of $5.50 per share, and
such warrants expire on April 30, 2023.
DESCRIPTION OF UNITS
The complete terms
of the units will be contained in the unit agreement and any
document applicable to the securities comprising the units. These
documents will be included or incorporated by reference as exhibits
to the registration statement of which this prospectus is a part.
You should read the unit agreement and any related documents. You
also should read the prospectus supplement, which will contain
additional information and which may update or change some of the
information below.
This section
describes the general terms of the units that we may offer using
this prospectus. Further terms of the units will be stated in the
applicable prospectus supplement. The following description and any
description of the units in a prospectus supplement may not be
complete and is subject to and qualified in its entirety by
reference to the terms of any agreement relating to the units and
the related documents applicable to the securities constituting the
units.
We may issue units,
in one or more series, consisting of any combination of one or more
of the other securities described in this prospectus. If we offer
units, we will describe the terms in a prospectus supplement. Units
may be issued under a written unit agreement to be entered into
between us and the holder or beneficial owner, or we could issue
units under a written unit agreement with a unit agent specified in
a prospectus supplement. A unit agent would act solely as our agent
in connection with the units of a particular series and would not
assume any obligation or relationship of agency or trust for or
with any holders or beneficial owners of those units.
Each unit will be
issued so that the holder of the unit is also the holder of each
security included in the unit. Thus, the holder of a unit will have
the rights and obligations of a holder of each included
security.
The following are
some of the unit terms that could be described in a prospectus
supplement:
●
aggregate number of
units;
●
price
or prices at which the units will be issued;
●
designation and
terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may
be held or transferred separately;
●
effect
of any merger, consolidation, sale or other transfer of our
business on the units and the applicable unit
agreement;
●
name
and address of the unit agent;
●
information with
respect to book-entry procedures;
●
any
material United States federal income tax considerations;
and
●
other
material terms, including terms relating to transferability,
exchange, exercise or amendments of the units.
The provisions
described in this section, as well as those described under
“Description of Capital Stock,” “Description of
Debt Securities,” and “Description of Warrants,”
will apply to each unit and to any Class B Common Stock, preferred
stock, debt security or warrant included in each unit,
respectively.
Unless otherwise
provided in the applicable prospectus supplement, the unit
agreements will be governed by the laws of the State of New York.
The unit agreement under which a unit is issued may provide that
the securities included in the unit may not be held or transferred
separately, at any time or at any time before a specified date. We
will file as an exhibit to a filing with the SEC that is
incorporated by reference into this prospectus the forms of the
unit agreements containing the terms of the units being offered.
The description of units in any prospectus supplement will not
necessarily describe all of the terms of the units in detail. You
should read the applicable unit agreements for a complete
description of all of the terms.
GLOBAL SECURITIES
Unless otherwise
indicated in the applicable prospectus supplement, securities other
than Class B Common Stock will be issued in the form of one or more
global certificates, or “global securities,” registered
in the name of a depositary or its nominee. Unless otherwise
indicated in the applicable prospectus supplement, the depositary
will be DTC. We expect that DTC’s nominee will be Cede &
Co. Accordingly, we expect Cede & Co. to be the initial
registered holder of all securities that are issued in global form.
No person that acquires a beneficial interest in those securities
will be entitled to receive a certificate representing that
person’s interest in the securities except as described
herein or in the applicable prospectus supplement. Unless and until
definitive securities are issued under the limited circumstances
described below, all references to actions by holders of securities
issued in global form will refer to actions taken by DTC upon
instructions from its participants, and all references to payments
and notices to holders will refer to payments and notices to DTC or
Cede & Co., as the registered holder of these
securities.
DTC is a
limited-purpose trust company organized under the New York Banking
Law, a “banking organization” within the meaning of the
New York Banking Law, a member of the Federal Reserve System, a
“clearing corporation” within the meaning of the New
York Uniform Commercial Code, and a “clearing agency”
registered pursuant to the provisions of Section 17A of the
Exchange Act. DTC holds securities that DTC participants deposit
with DTC. DTC also facilitates the settlement among DTC
participants of securities transactions, such as transfers and
pledges, in deposited securities through electronic computerized
book-entry changes in DTC participants’ accounts, thereby
eliminating the need for physical movement of certificates. DTC
participants include securities brokers and dealers, banks, trust
companies and clearing corporations, and may include other
organizations. DTC is a wholly owned subsidiary of the Depository
Trust & Clearing Company, or DTCC. DTCC, in turn, is owned by a
number of DTC’s participants and subsidiaries of DTCC as well
as by other financial companies, including the New York Stock
Exchange, Inc. and the Financial Industry Regulatory Authority,
Inc. Indirect access to the DTC system also is available to others
such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a participant,
either directly or indirectly. The rules applicable to DTC and DTC
participants are on file with the SEC.
Persons that are
not participants or indirect participants but desire to purchase,
sell or otherwise transfer ownership of, or other interests in,
securities may do so only through participants and indirect
participants. Under a book-entry format, holders may experience
some delay in their receipt of payments, as such payments will be
forwarded by our designated agent to Cede & Co., as nominee for
DTC. DTC will forward such payments to its participants, who will
then forward them to indirect participants or holders. Holders will
not be recognized by the relevant registrar, transfer agent,
trustee or warrant agent as registered holders of the securities
entitled to the benefits of our Articles of Incorporation or the
applicable indenture, warrant agreement, trust agreement or
guarantee. Beneficial owners that are not participants will be
permitted to exercise their rights only indirectly through and
according to the procedures of participants and, if applicable,
indirect participants.
Under the rules,
regulations and procedures creating and affecting DTC and its
operations as currently in effect, DTC will be required to make
book-entry transfers of securities among participants and to
receive and transmit payments to participants. DTC rules require
participants and indirect participants with which beneficial
securities owners have accounts to make book-entry transfers and
receive and transmit payments on behalf of their respective account
holders.
Because DTC can act
only on behalf of participants, who in turn act only on behalf of
participants or indirect participants, and certain banks, trust
companies and other persons approved by it, the ability of a
beneficial owner of securities issued in global form to pledge such
securities to persons or entities that do not participate in the
DTC system may be limited due to the unavailability of physical
certificates for these securities.
We expect DTC to
advise us that DTC will take any action permitted to be taken by a
registered holder of any securities under our Articles of
Incorporation or the relevant indenture, warrant agreement, trust
agreement or guarantee only at the direction of one or more
participants to whose accounts with DTC such securities are
credited.
Unless otherwise
indicated in the applicable prospectus supplement, a global
security will be exchangeable for the relevant definitive
securities registered in the names of persons other than DTC or its
nominee only if:
●
DTC
notifies us that it is unwilling or unable to continue as
depositary for that global security or if DTC ceases to be a
clearing agency registered under the Exchange Act when DTC is
required to be so registered;
●
we
execute and deliver to the relevant registrar, transfer agent,
trustee and/or warrant agent an order complying with the
requirements of the applicable indenture, trust agreement or
warrant agreement that the global security will be exchangeable for
definitive securities in registered form; or
●
there
has occurred and is continuing a default in the payment of any
amount due in respect of the securities or, in the case of debt
securities, an event of default or an event that, with the giving
of notice or lapse of time, or both, would constitute an event of
default with respect to these debt securities.
Any global security
that is exchangeable under the preceding sentence will be
exchangeable for securities registered in such names as DTC
directs.
Upon the occurrence
of any event described in the preceding paragraph, DTC is generally
required to notify all participants of the availability of
definitive securities. Upon DTC surrendering the global security
representing the securities and delivery of instructions for
re-registration, the registrar, transfer agent, trustee or warrant
agent, as the case may be, will reissue the securities as
definitive securities, and then such persons will recognize the
holders of such definitive securities as registered holders of
securities entitled to the benefits of our articles or the relevant
indenture trust agreement and/or warrant agreement.
Redemption notices
will be sent to Cede & Co. as the registered holder of the
global securities. If less than all of a series of securities are
being redeemed, DTC will determine the amount of the interest of
each direct participant to be redeemed in accordance with its then
current procedures.
Except as described
above, the global security may not be transferred except as a whole
by DTC to a nominee of DTC or by a nominee of DTC to DTC or another
nominee of DTC or to a successor depositary we appoint. Except as
described above, DTC may not sell, assign, transfer or otherwise
convey any beneficial interest in a global security evidencing all
or part of any securities unless the beneficial interest is in an
amount equal to an authorized denomination for these
securities.
The information in
this section concerning DTC and DTC’s book-entry system has
been obtained from sources that we believe to be accurate, but we
assume no responsibility for the accuracy thereof. None of us, any
indenture trustee, any depositary, any rights agent, any registrar
and transfer agent or any warrant agent, or any agent of any of
them, will have any responsibility or liability for any aspect of
DTC’s or any participant’s records relating to, or for
payments made on account of, beneficial interests in a global
security, or for maintaining, supervising or reviewing any records
relating to such beneficial interests.
Secondary trading
in notes and debentures of corporate issuers is generally settled
in clearing-house or next-day funds. In contrast, beneficial
interests in a global security, in some cases, may trade in the
DTC’s same-day funds settlement system, in which secondary
market trading activity in those beneficial interests would be
required by DTC to settle in immediately available funds. There is
no assurance as to the effect, if any, that settlement in
immediately available funds would have on trading activity in such
beneficial interests. Also, settlement for purchases of beneficial
interests in a global security upon the original issuance of this
security may be required to be made in immediately available
funds.
PLAN OF DISTRIBUTION
We may offer and
sell the securities covered by this prospectus in any one or more
of the following ways:
●
to or
through underwriters, brokers or dealers;
●
directly to one or
more other purchasers;
●
upon
the exercise of rights distributed or issued to our security
holders;
●
through
a block trade in which the broker or dealer engaged to handle the
block trade will attempt to sell the securities as agent, but may
position and resell a portion of the block as principal to
facilitate the transaction;
●
in
payment of our and our subsidiaries’ outstanding
indebtedness;
●
through
agents on a best-efforts basis; or
●
otherwise through a
combination of any of the above methods of sale.
We may sell the
securities being offered by this prospectus by any other method
permitted by law, including sales deemed to be an “at the
market” offering as defined in Rule 415(a)(4) of the
Securities Act, including without limitation sales made directly on
The NASDAQ Capital Market, on any other existing trading market for
our securities or to or through a market maker.
In addition, we may
enter into option, share lending or other types of transactions
that require us to deliver shares of common stock to an
underwriter, broker or dealer, who will then resell or transfer the
shares of common stock under this prospectus. We may also enter
into hedging transactions with respect to our securities. For
example, we or the selling stockholders may:
●
enter
into transactions involving short sales of the shares of common
stock by underwriters, brokers or dealers;
●
sell
shares of common stock short and deliver the shares to close out
short positions;
●
enter
into option or other types of transactions that require us or the
selling stockholders, as applicable, to deliver shares of common
stock to an underwriter, broker or dealer, who will then resell or
transfer the shares of common stock under this prospectus;
or
●
loan or
pledge the shares of common stock to an underwriter, broker or
dealer, who may sell the loaned shares or, in the event of default,
sell the pledged shares.
We may enter into
derivative transactions with third parties, or sell securities not
covered by this prospectus to third parties in privately negotiated
transactions. If the applicable prospectus supplement indicates, in
connection with those derivatives, the third parties may sell
securities covered by this prospectus and the applicable prospectus
supplement, including in short sale transactions. If so, the third
party may use securities pledged by us or borrowed from us to
settle those sales or to close out any related open borrowings of
stock, and may use securities received from us or selling
stockholders in settlement of those derivatives to close out any
related open borrowings of stock. The third party in such sale
transactions will be an underwriter identified in the applicable
prospectus supplement. In addition, we may otherwise loan or pledge
securities to a financial institution or other third party that in
turn may sell the securities short using this prospectus. Such
financial institution or other third party may transfer its
economic short position to investors in our securities or in
connection with a concurrent offering of other
securities.
Each time we sell
securities, we will provide a prospectus supplement that will name
any underwriter, dealer or agent involved in the offer and sale of
the securities. The prospectus supplement will also set forth the
terms of the offering, including:
●
the
purchase price of the securities and the proceeds we will receive
from the sale of the securities;
●
any
underwriting discounts and other items constituting
underwriters’ compensation;
●
any
public offering or purchase price and any discounts or commissions
allowed or re-allowed or paid to dealers;
●
any
commissions allowed or paid to agents;
●
any
other offering expenses;
●
any
securities exchanges on which the securities may be
listed;
●
the
method of distribution of the securities;
●
the
terms of any agreement, arrangement or understanding entered into
with the underwriters, brokers or dealers; and
●
any
other information we think is important.
If underwriters or
dealers are used in the sale, the securities will be acquired by
the underwriters or dealers for their own account. The securities
may be sold from time to time by us in one or more
transactions:
●
at a
fixed price or prices, which may be changed;
●
at
market prices prevailing at the time of sale;
●
at
prices related to such prevailing market prices;
●
at
varying prices determined at the time of sale; or
Such sales may be
effected:
●
in
transactions on any national securities exchange or quotation
service on which the securities may be listed or quoted at the time
of sale;
●
in
transactions in the over-the-counter market;
●
in
block transactions in which the broker or dealer so engaged will
attempt to sell the securities as agent but may position and resell
a portion of the block as principal to facilitate the transaction,
or in crosses, in which the same broker acts as an agent on both
sides of the trade;
●
through
the writing of options; or
●
through
other types of transactions.
The securities may
be offered to the public either through underwriting syndicates
represented by one or more managing underwriters or directly by one
or more of such firms. Unless otherwise set forth in the prospectus
supplement, the obligations of underwriters or dealers to purchase
the securities offered will be subject to certain conditions
precedent and the underwriters or dealers will be obligated to
purchase all the offered securities if any are purchased. Any
public offering price and any discount or concession allowed or
reallowed or paid by underwriters or dealers to other dealers may
be changed from time to time.
The securities may
be sold directly by us or through agents designated by us from time
to time. Any agent involved in the offer or sale of the securities
in respect of which this prospectus is delivered will be named, and
any commissions payable by us to such agent will be set forth in,
the prospectus supplement. Unless otherwise indicated in the
prospectus supplement, any such agent will be acting on a best
efforts basis for the period of its appointment.
Offers to purchase
the securities offered by this prospectus may be solicited, and
sales of the securities may be made by us directly to institutional
investors or others, who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resale of the
securities. The terms of any offer made in this manner will be
included in the prospectus supplement relating to the
offer.
If indicated in the
applicable prospectus supplement, underwriters, dealers or agents
will be authorized to solicit offers by certain institutional
investors to purchase securities from us pursuant to contracts
providing for payment and delivery at a future date. Institutional
investors with which these contracts may be made include, among
others:
●
commercial and
savings banks;
●
investment
companies; and
●
educational and
charitable institutions.
In all cases, these
purchasers must be approved by us. Unless otherwise set forth in
the applicable prospectus supplement, the obligations of any
purchaser under any of these contracts will not be subject to any
conditions except that (a) the purchase of the securities must not
at the time of delivery be prohibited under the laws of any
jurisdiction to which that purchaser is subject, and (b) if the
securities are also being sold to underwriters, we must have sold
to these underwriters the securities not subject to delayed
delivery. Underwriters and other agents will not have any
responsibility in respect of the validity or performance of these
contracts.
Some of the
underwriters, dealers or agents used by us in any offering of
securities under this prospectus may be customers of, engage in
transactions with, and perform services for us or affiliates of
ours in the ordinary course of business. Underwriters, dealers,
agents and other persons may be entitled under agreements which may
be entered into with us to indemnification against and contribution
toward certain civil liabilities, including liabilities under the
Securities Act, and to be reimbursed by us for certain
expenses.
Subject to any
restrictions relating to debt securities in bearer form, any
securities initially sold outside the United States may be resold
in the United States through underwriters, dealers or
otherwise.
Any underwriters to
which offered securities are sold by us for public offering and
sale may make a market in such securities, but those underwriters
will not be obligated to do so and may discontinue any market
making at any time.
The anticipated
date of delivery of the securities offered by this prospectus will
be described in the applicable prospectus supplement relating to
the offering.
In compliance with
the guidelines of the Financial Industry Regulatory Authority, or
FINRA, the aggregate maximum discount, commission, agency fees or
other items constituting underwriting compensation to be received
by any FINRA member or independent broker-dealer will not exceed 8%
of the offering proceeds from any offering pursuant to this
prospectus and any applicable prospectus supplement.
No FINRA member may
participate in any offering of securities made under this
prospectus if such member has a conflict of interest under FINRA
Rule 5121, including if 5% or more of the net proceeds, not
including underwriting compensation, of any offering of securities
made under this prospectus will be received by a FINRA member
participating in the offering or affiliates or associated persons
of such FINRA members, unless a qualified independent underwriter
has participated in the offering or the offering otherwise complies
with FINRA Rule 5121.
To comply with the
securities laws of some states, if applicable, the securities may
be sold in these jurisdictions only through registered or licensed
brokers or dealers. In addition, in some states the securities may
not be sold unless they have been registered or qualified for sale
or an exemption from registration or qualification requirements is
available and is complied with.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise,
the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
LEGAL MATTERS
Unless otherwise
indicated in the applicable prospectus supplement, the validity of
the securities being offered by this prospectus will be passed upon
by Akerman LLP, Fort Lauderdale, Florida.
EXPERTS
The consolidated
financial statements of RumbleOn, Inc. (formerly Smart Server,
Inc.) as of December 31, 2017 and December 31, 2016 and for the
years then ended incorporated by reference in this prospectus have
been so incorporated in reliance on the report of Scharf Pera &
Co., PLLC, an independent registered public accounting firm,
incorporated herein by reference, given on the authority of said
firm as experts in auditing and accounting.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with
the SEC a registration statement on Form S-3 under the Securities
Act, and the rules and regulations promulgated under the Securities
Act, with respect to the securities offered under this prospectus.
This prospectus, which constitutes a part of the registration
statement, does not contain all of the information contained in the
registration statement and the exhibits and schedules to the
registration statement. Many of the contracts and documents
described in this prospectus are filed as exhibits to the
registration statements and you may review the full text of these
contracts and documents by referring to these
exhibits.
For further
information with respect to us and the securities offered under
this prospectus, reference is made to the registration statement
and its exhibits and schedules. We file reports, including annual
reports on Form 10-K, quarterly reports on Form 10-Q and current
reports on Form 8-K with the SEC. The public may read and copy any
materials we file with the SEC at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, DC 20549, on official
business days during the hours of 10 a.m. to 3 p.m. The
registration statement, including its exhibits and schedules, may
be inspected at the Public Reference Room. The public may obtain
information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330.
The SEC maintains
an Internet web site that contains reports, proxy and information
statements and other information regarding issuers, including
RumbleOn, that file electronically with the SEC. The SEC’s
Internet website address is http://www.sec.gov. Our Internet
website address is http://www.rumbleon.com.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us
to “incorporate by reference” information into this
prospectus, which means that we can disclose important information
about us by referring to another document filed separately with the
SEC. The information incorporated by reference is considered to be
a part of this prospectus. This prospectus incorporates by
reference the documents and reports listed below other than
portions of these documents that are furnished under Item 2.02 or
Item 7.01 of a Current Report on Form 8–K:
●
The Annual Report
on Form 10–K for the fiscal year ended December 31, 2017,
filed on February 27, 2018, and amended on March 30,
2018;
●
The Quarterly
Report on Form 10-Q for the quarter ended March 31, 2018, filed on
April 30, 2018;
●
The Current Reports
on Form 8–K filed on February 23, 2018 and May 1, 2018;
and
●
The description of
the Company’s Class B Common Stock contained in the
Company’s Registration Statement on Form 8-A, filed with the
SEC on October 18, 2017.
In addition, all
documents subsequently filed by us pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, shall be deemed to be
incorporated by reference in this prospectus and to be a part
hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated
by reference herein shall be deemed to be modified or superseded
for purposes of this prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is
or is deemed to be incorporated by reference herein, as the case
may be, modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this
prospectus.
We will provide,
without charge, to any person, including any beneficial owner, to
whom a copy of this prospectus is delivered, upon oral or written
request of such person, a copy of any or all of the documents that
have been incorporated by reference in this prospectus but not
delivered with the prospectus, including any exhibits to such
documents that are specifically incorporated by reference in those
documents.
Please make your
request by writing or telephoning us at the following address or
telephone number:
RumbleOn,
Inc.
4521 Sharon Road,
Suite 370
Charlotte, North
Carolina 28211
Attention: Investor
Relations
Tel: (704)
448-5240
Shares
Class B Common Stock
________________________________________________
PROSPECTUS SUPPLEMENT
________________________________________________
Sole Book-Running Manager
National Securities Corporation
July , 2018
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