As filed with the Securities and Exchange Commission on July 30,
2018
Registration No.
333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF
1933
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or
organization)
46-3951329
(I.R.S. Employer Identification Number)
4521 Sharon Road, Suite 370
Charlotte,
North Carolina 28211
(704) 448-5240
(Address,
including zip code, and telephone number, including area code, of
registrant
’
s principal
executive offices)
Marshall Chesrown
Chairman
and Chief Executive Officer
RumbleOn, Inc.
4521 Sharon Road
Suite 370
Charlotte, North Carolina 28211
(704) 448-5240
(Name, address, including zip code, and telephone number, including
area code, of agent for service)
With a copy to:
Michael
Francis, Esq.
Christina C. Russo, Esq.
Akerman LLP
350 East Las Olas Boulevard
Suite 1600
Fort Lauderdale, Florida 33301
(954)
463-2700
Approximate date of commencement of proposed sale to the
public
: From time to time after the effective date of this
registration statement, as determined by the selling
stockholders.
If the
only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check
the following box:
☐
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in
connection with dividend or interest reinvestment plans, check the
following box:
☒
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering.
☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same offering.
☐
If this
Form is a registration statement pursuant to General Instruction
I.D. or a post-effective amendment thereto that shall become
effective upon filing with the Commission pursuant to Rule 462(e)
under the Securities Act, check the following box:
☐
If this
Form is a post-effective amendment to a registration statement
filed pursuant to General Instruction I.D. filed to register
additional securities or additional classes of securities pursuant
to Rule 413(b) under the Securities Act, check the following box:
☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of
“
large accelerated
filer,
”
“
accelerated filer,
”
“
smaller reporting
company
”
and
“
emerging growth company
”
in Rule 12b-2 of the Exchange
Act.
|
Large accelerated filer
|
☐
|
Accelerated filer
|
☐
|
|
Non-accelerated
filer
|
☐
(Do not check if a smaller reporting
company)
|
Smaller reporting company
|
☒
|
|
|
|
Emerging
growth company
|
☒
|
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act.
☒
CALCULATION OF REGISTRATION FEE
|
Title of each class of securities to be registered
|
Amount to be
registered
|
Proposed maximum
offering price per unit (1)
|
Proposed maximum
aggregate offering price (1)
|
Amount of
registration fee
|
|
Class B
Common Stock, par value $0.001 per share underlying the outstanding
warrant
|
81,818
shares
|
$6.13
|
$501,545
|
$63
|
(1)
Estimated solely
for the purpose of calculating the registration fee pursuant to
Rule 457(c) of the Securities Act of 1933, as amended.
_____________________
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities Act of
1933, as amended or until the registration statement shall become
effective on such date as the Commission acting pursuant to said
Section 8(a), may determine.
The information in this prospectus is not complete and may be
changed. The selling stockholders may not sell these securities
until the registration statement filed with the Securities and
Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy
these securities in any state where the offer or sale is not
permitted.
PRELIMINARY PROSPECTUS SUBJECT TO COMPLETION DATED JULY 30,
2018
PRELIMINARY PROSPECTUS
81,818 Shares of Class B Common Stock underlying
Warrant
The
selling stockholders may offer and sell from time to time up to an
aggregate of 81,818 shares of RumbleOn, Inc. (the
“
Company
”
) Class B Common Stock (
“
Class B Common Stock
”
) underlying an outstanding warrant
issued to the Hercules Capital, Inc. (the
“
Warrant
”
). For information concerning the
selling stockholders and the manner in which they may offer and
sell shares of our Class B Common Stock, see
“
Selling Stockholders
”
and
“
Plan of Distribution
”
in this prospectus.
We are
not selling any securities under this prospectus and we will not
receive any proceeds from the sale by the selling stockholders of
their shares of Class B Common Stock.
Our
Class B Common Stock trades on the NASDAQ Capital Market
(
“
NASDAQ
”
) under the trading symbol
“RMBL”. On July 27, 2018, the last reported
sales price of our Class B Common Stock on the NASDAQ was $6.06 per
share.
-------------------------------------
Investing in the shares involves risks. See “Risk
Factors,” beginning on page 3.
You
should rely only on the information contained in this prospectus.
We have not authorized any dealer, salesperson or other person to
provide you with information concerning us, except for the
information contained in this prospectus. The information contained
in this prospectus is complete and accurate only as of the date on
the front cover page of this prospectus, regardless of the time of
delivery of this prospectus or the sale of any Class B Common
Stock. This prospectus is not an offer to sell these securities and
we are not soliciting an offer to buy these securities in any state
where the offer or sale is not permitted.
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
,
2018
TABLE OF CONTENTS
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Page
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ABOUT THIS PROSPECTUS
|
ii
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PROSPECTUS SUMMARY
|
1
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THE OFFERING
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2
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|
RISK FACTORS
|
3
|
|
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
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4
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USE OF PROCEEDS
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7
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SELLING STOCKHOLDERS
|
8
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PLAN OF DISTRIBUTION
|
9
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
|
10
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WHERE YOU CAN FIND MORE INFORMATION
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11
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LEGAL MATTERS
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12
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EXPERTS
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13
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ABOUT THIS PROSPECTUS
This
prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission, or the SEC,
using a
“
shelf
”
registration process for the delayed offering and sale of
securities pursuant to Rule 415 under the Securities Act of 1933,
as amended (the
“
Securities Act
”
). Under the shelf process, the
selling stockholders may, from time to time, sell the offered
securities described in this prospectus in one or more offerings.
Additionally, under the shelf process, in certain circumstances, we
may provide a prospectus supplement that will contain specific
information about the terms of a particular offering by one or more
of the selling stockholders. We may also provide a prospectus
supplement to add information to, or update or change information
contained in, this prospectus.
This
prospectus does not contain all of the information set forth in the
registration statement, portions of which we have omitted as
permitted by the rules and regulations of the SEC. Statements
contained in this prospectus as to the contents of any contract or
other document are not necessarily complete. You should refer to
the copy of each contract or document filed as an exhibit to the
registration statement for a complete description.
You
should rely only on the information contained in or incorporated by
reference into this prospectus and any applicable prospectus
supplements. Such documents contain important information you
should consider when making your investment decision. We have not
authorized anyone to provide you with different or additional
information. The selling stockholders are offering to sell and
seeking offers to buy shares of our Class B Common Stock only in
jurisdictions in which offers and sales are permitted. The
information contained in this prospectus is accurate only as of the
date of this prospectus, regardless of the time of delivery of this
prospectus or any sale of Class B Common Stock.
Unless
the context otherwise requires, all references to
“
RumbleOn,
”
“
RMBL,
”
the
“
Company,
”
“
registrant,
”
“
we,
”
“
us,
”
“
our
”
and similar names refer to
RumbleOn, Inc., formerly Smart Server, Inc., and its consolidated
subsidiaries.
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PROSPECTUS
SUMMARY
This
summary does not contain all of the information that is important
to you. You should read the entire prospectus carefully, including
the “Risk Factors” section and the consolidated
financial statements and related notes included in this prospectus
or incorporated by reference into this prospectus, 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
VIN-specific pre-owned vehicles are bought and sold by providing
users with the most efficient, timely and transparent transaction
experience. Our initial emphasis has been motorcycles and other
powersports, however, our platform is able to accommodate any
VIN-specific vehicle including motorcycles, ATVs, boats, RVs, cars
and trucks.
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 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 our online marketplace. Over the
past 16 years, the developers of the software have designed and
built high-quality application solutions for dealers and large
multi-national clients.
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.
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THE OFFERING
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|
Class B
Common Stock outstanding prior to the offering:
|
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14,410,291
shares
|
|
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|
|
Class B
Common Stock to be issued upon exercise of the
Warrant:
|
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81,818
shares
|
|
|
|
|
Class B
Common Stock to be offered by the selling
stockholders:
|
|
81,818
shares
|
|
|
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|
Class B
Common Stock outstanding immediately following the
offering:
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14,492,109
shares
(1)
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Use of
proceeds:
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|
We will
not receive any proceeds from the sale of the shares of Class B
Common Stock by the selling stockholders but will receive proceeds
from the exercise of the Warrant if the Warrant is exercised, which
proceeds will be used for working capital and other general
corporate purposes. See
“
Use of Proceeds.
”
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|
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Risk
Factors:
|
|
See
“
Risk Factors
”
beginning on page 4 of this
prospectus for a discussion of factors you should carefully
consider before deciding to invest in shares of our Class B Common
Stock.
|
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|
Stock
Symbol:
|
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NASDAQ:
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
●
218,250 shares of
Class B Common Stock underlying outstanding warrants.
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.
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.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING
STATEMENTS
Our
business, financial condition, results of operations, cash flows
and prospects, and the prevailing market price and performance of
our securities, may be adversely affected by a number of factors,
including the matters discussed below. Certain statements and
information set forth in this registration statement, as well as
other written or oral statements made from time to time by us or by
our authorized executive officers on our behalf, constitute
“
forward-looking
statements
”
within the
meaning of the Federal Private Securities Litigation Reform Act of
1995. We intend for our forward-looking statements to be covered by
the safe harbor provisions for forward-looking statements contained
in the Private Securities Litigation Reform Act of 1995, and we set
forth this statement and these risk factors in order to comply with
such safe harbor provisions. You should note that our
forward-looking statements speak only as of the date of this
registration statement or when made and we undertake no duty or
obligation to update or revise our forward-looking statements,
whether as a result of new information, future events or otherwise.
Although we believe that the expectations, plans, intentions and
projections reflected in our forward-looking statements are
reasonable, such statements are subject to risks, uncertainties and
other factors that may cause our actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by the
forward-looking statements. The risks, uncertainties and other
factors that our stockholders and prospective investors should
consider include the following:
●
We have a limited
operating history and we cannot assure you we will achieve or
maintain profitability;
●
Our annual and
quarterly operating results may fluctuate significantly or may fall
below the expectations of investors or securities analysts, each of
which may cause our stock price to fluctuate or
decline;
●
The initial
development and progress of our business to date may not be
indicative of our future growth prospects and, if we continue to
grow rapidly, we may not be able to manage our growth
effectively;
●
We may require
additional capital to pursue our business objectives and respond to
business opportunities, challenges or unforeseen circumstances. If
capital is not available on terms acceptable to us or at all, we
may not be able to develop and grow our business as anticipated and
our business, operating results and financial condition may be
harmed;
●
The success of our
business relies heavily on our marketing and branding efforts,
especially with respect to the RumbleOn website and our branded
mobile applications, and these efforts may not be
successful;
●
The failure to
develop and maintain our brand could harm our ability to grow
unique visitor traffic and to expand our dealer
network;
●
We rely on Internet
search engines and social media to drive traffic to our website,
and if we fail to appear prominently in the search results, our
traffic would decline, and our business would be adversely
affected;
●
A significant
disruption in service on our website or of our mobile applications
could damage our reputation and result in a loss of consumers,
which could harm our business, brand, operating results, and
financial condition;
●
We may be unable to
maintain or grow relationships with information data providers or
may experience interruptions in the data feeds they provide, which
may limit the information that we are able to provide to our users
and dealers as well as adversely affect the timeliness of such
information and may impair our ability to attract or retain
consumers and our dealers and to timely invoice all
parties;
●
If key industry
participants, including powersports and recreation vehicle dealers
and regional auctions, perceive us in a negative light or our
relationships with them suffer harm, our ability to operate and
grow our business and our financial performance may be
damaged;
●
If we are unable to
provide a compelling recreation vehicle buying experience to our
users, the number of transactions between our users, RumbleOn and
dealers will decline, and our revenue and results of operations
will suffer harm;
●
The growth of our
business relies significantly on our ability to increase the number
of dealers and regional auctions in our network such that we are
able to increase the number of transactions between our users,
dealers and auctions. Failure to do so would limit our
growth;
●
Our ability to grow
our complementary product offerings may be limited, which could
negatively impact our development, growth, revenue and financial
performance;
●
We rely on
third-party financing providers to finance a portion of our
customers
’
vehicle
purchases;
●
Our sales of
powersports/recreational vehicles may be adversely impacted by
increased supply of and/or declining prices for pre-owned
powersports and recreational vehicles and excess supply of new
powersports and recreational vehicles;
●
We rely on a number
of third parties to perform certain operating and administrative
functions for the Company;
●
We participate in a
highly competitive market, and pressure from existing and new
companies may adversely affect our business and operating
results;
●
Seasonality or
weather trends may cause fluctuations in our unique visitors,
revenue and operating results;
●
We collect,
process, store, share, disclose and use personal information and
other data, and our actual or perceived failure to protect such
information and data could damage our reputation and brand and harm
our business and operating results;
●
Failure to
adequately protect our intellectual property could harm our
business and operating results;
●
We may in the
future be subject to intellectual property disputes, which are
costly to defend and could harm our business and operating
results;
●
Results of
operations from quarter to quarter may be volatile as a result of
the impact of fluctuations in the fair value of our outstanding
warrant;
●
We depend on key
personnel to operate our business, and if we are unable to retain,
attract and integrate qualified personnel, our ability to develop
and successfully grow our business could be harmed;
●
We may acquire
other companies or technologies, which could divert our
management
’
s attention,
result in additional dilution to our stockholders and otherwise
disrupt our operations and harm our operating results;
●
The trading price
for our Class B Common Stock may be volatile and could be subject
to wide fluctuations in per share price;
●
Our principal
stockholders and management own a significant percentage of our
stock and an even greater percentage of the Company
’
s voting power and will be able to
exert significant control over matters subject to stockholder
approval;
●
If securities or
industry analysts do not publish research or reports about our
business, or if they issue an adverse or misleading opinion
regarding our stock, our stock price and trading volume could
decline;
●
Because our Class B
Common Stock may be deemed a low-priced
“
penny
”
stock, an investment in our Class B
Common Stock should be considered high risk and subject to
marketability restrictions;
●
A significant
portion of our total outstanding shares of Class B Common Stock is
restricted from immediate resale but may be sold into the market in
the near future. This could cause the market price of our Class B
Common Stock to drop significantly, even if our business is doing
well;
●
We do not currently
or for the foreseeable future intend to pay dividends on our common
stock;
●
We are an
“
emerging growth
company
”
under the JOBS
Act of 2012, and we cannot be certain if the reduced disclosure
requirements applicable to emerging growth companies will make our
common stock less attractive to investors;
●
Even if we no
longer qualify as an
“
emerging growth company
”
, we may still be subject to reduced
reporting requirements so long as we are considered a
“
smaller reporting
company
”
;
●
If we fail to
maintain an effective system of internal control over financial
reporting, we may not be able to accurately report our financial
results or prevent fraud. As a result, stockholders could lose
confidence in our financial and other public reporting, which would
harm our business and the trading price of our common
stock;
●
Anti-takeover
provisions may limit the ability of another party to acquire us,
which could cause our stock price to decline;
and
●
as well as other
statements regarding our future operations, financial condition and
prospects, and business strategies.
Forward-looking
statements may appear throughout this prospectus, including without
limitation, the following sections:
“
Risk Factors
”
and
“
Overview
”
. Forward-looking statements
generally can be identified by words such as
“
anticipates,
”
“
believes,
”
“
estimates,
”
“
expects,
”
“
intends,
”
“
plans,
”
“
predicts,
”
“
projects,
”
“
will be,
”
“
will continue,
”
“
will likely result,
”
and similar expressions. These
forward-looking statements are based on current expectations and
assumptions that are subject to risks and uncertainties, which
could cause our actual results to differ materially from those
reflected in the forward-looking statements. Factors that could
cause or contribute to such differences include, those discussed in
this Registration Statement on Form S-3, and in particular, the
risks discussed under the caption
“
Risk Factors
”
and those discussed in other
documents we file with the Securities and Exchange Commission. We
undertake no obligation to revise or publicly release the results
of any revision to these forward-looking statements, except as
required by law. Given these risks and uncertainties, readers are
cautioned not to place undue reliance on such forward-looking
statements.
USE OF PROCEEDS
We will
not receive any proceeds from the sale of the shares of Class B
Common Stock by the selling stockholders but will receive proceeds
from the exercise of the Warrant if the Warrant is exercised, which
proceeds will be used for working capital and other general
corporate purposes.
SELLING STOCKHOLDERS
The
following table provides information about the selling
stockholders, listing how many shares of our Class B Common Stock
the selling stockholders own on the date of this prospectus, how
many shares may be offered by this prospectus, and the number and
percentage of outstanding shares the selling stockholders will own
after the offering, assuming all shares covered by this prospectus
are sold. The information concerning beneficial ownership has been
provided by the selling stockholders. Information concerning the
selling stockholders may change from time to time, and any changed
information will be set forth if and when required in prospectus
supplements or other appropriate forms permitted to be used by the
SEC.
We do
not know when or in what amounts the selling stockholders may offer
shares for sale. The selling stockholders may choose not to sell
any or all of the shares offered by this prospectus. Because the
selling stockholders may offer all or some of the shares, and
because there are currently no agreements, arrangements or
understandings with respect to the sale of any of the shares, we
cannot accurately report the number of the shares that will be held
by the selling stockholders after completion of the offering.
However, for purposes of this table, we have assumed that, after
completion of the offering, all of the shares covered by this
prospectus will be sold by the selling stockholders.
The
number of shares outstanding, and the percentage of beneficial
ownership, post-offering are based on 14,492,109 shares of Class B
Common Stock issued and outstanding as of the conclusion of the
offering, calculated on the basis of (i) 14,410,291 shares of
Class B Common Stock issued and outstanding as of July 27, 2018
prior to the offering and (ii) assuming the exercise and sale
by the selling stockholders of the 81,818 shares of Class B Common
Stock underlying the Warrant. For the purposes of the following
table, the number of shares of Class B Common Stock beneficially
owned has been determined in accordance with Rule 13d-3 under the
Securities Exchange Act of 1934 (the “Exchange Act”),
and such information is not necessarily indicative of beneficial
ownership for any other purpose. Under Rule 13d-3, beneficial
ownership includes any shares as to which the selling stockholders
have sole or shared voting power or investment power and also any
shares which each selling shareholder, respectively, has the right
to acquire within 60 days of the date of this prospectus through
the exercise of any stock option, warrant or other
rights.
Name of Selling Stockholders
|
Shares of Class B Common Stock Owned Before the
Offering
|
Shares of Class B Common Stock to be Offered for the Selling
Stockholder’s Account
|
Shares of Class B Common Stock Owned by the Selling Stockholder
after the Offering
|
Percent of Class B Common Stock to be Owned by the Selling
Stockholder after the Offering
|
|
Hercules Capital,
Inc.
(1)
|
81,818
|
81,818
|
--
|
--
|
(1)
Represents shares
of Class B Common Stock underlying the Warrant, as described
below.
Hercules Capital,
Inc. ("Hercules") has not, nor within the past three years has
Hercules had, any position, office or material relationship with us
or any of our predecessors or affiliates, except as set forth
below.
On
April 30, 2018 (the “Closing Date”), the Company, and
it wholly owned subsidiaries (collectively the
“Borrowers”), entered into a Loan and Security
Agreement (the "Loan Agreement") with Hercules pursuant to which
Hercules may provide one or more term loans in an aggregate
principal amount of up to $15 million (the "Loan"). Under the terms
of the Loan Agreement, $5.0 million was funded at closing with the
balance available in two additional tranches over the term of the
Loan Agreement, subject to certain operating targets and otherwise
as set forth in the Loan Agreement. The Loan has an initial
36-month maturity and initial 10.5% interest rate.
Under
the Loan Agreement, on the Closing Date, the Company issued
Hercules the Warrant to purchase 81,818 (increasing to 109,091 if a
fourth tranche in the principal amount of up to $5.0 million is
advanced at the parties agreement) shares of the Company’s
Class B Common Stock at an exercise price of $5.50 per share (the
“Warrant Price”). The Warrant is immediately
exercisable and expires on April 30, 2023. If at any time before
April 30, 2019, the Company makes a New Issuance (as defined below)
for no consideration or for a consideration per share less than the
Warrant Price in effect immediately before the New Issuance (a
“Dilutive Issuance”) or the consideration for an
issuance is later adjusted downward with certain exceptions as set
forth in the Warrant, then the Warrant Price will be reduced to an
amount equal to the lower consideration price or adjusted exercise
price or conversion price (the “New Issuance
Price”). If at any time after April 30, 2019, the
Company makes a Dilutive Issuance, then the Warrant Price will be
reduced to the amount computed using the following formula:
A*[(C+D)/B]. For purposes of this formula, (i) A represents
the Warrant Price in effect immediately before the Dilutive
Issuance, (ii) B represents the number of shares of common stock
outstanding immediately after the New Issuance (on a fully-diluted
basis), (iii) C represents the number of shares of common stock
outstanding immediately before the New Issuance (on a fully-diluted
basis), and (iv) D represents the number of shares of common stock
that would be issuable for total consideration to be received for
the New Issuance if the purchaser paid the Warrant Price in effect
immediately prior to the New Issuance. New Issuance shall
mean (A) any issuance or sale by the Company of any class of shares
of the Company (including the issuance or sale of any shares owned
or held by or for the account of the Company) other than certain
excluded securities as set forth in the Warrant, (B) any issuance
or sale by the Company of any options, rights or warrants to
subscribe for any class of shares of the Company other than certain
excluded securities as set forth in the Warrant, or (C) the
issuance or sale of any securities convertible into or exchangeable
for any class of shares of the Company other than certain excluded
securities as set forth in the Warrant.
Advances under the Loan ("Advances")
will bear interest at a per annum rate
equal to the greater
of either (i) the prime rate plus 5.75%, and (ii) 10.25%,
based on a year consisting
of 360 days. Advances under the Loan Agreement are due and payable
on May 1, 2021, unless Borrowers achieve certain performance
milestones, in which case Advances will be due and payable on
November 1, 2021.
Upon any event of default, Hercules
may, at its option, exercise its right to demand immediate payment
of all liabilities and other indebtedness and amounts owed to
Hercules by Borrowers.
The Loan is secured by a grant of a
security interest in substantially all assets of the Borrowers (the
“Collateral”), except the Collateral does not include
(a) certain outstanding equity of Borrowers' foreign subsidiaries,
if any, or (b) nonassignable licenses or contracts of Borrowers, if
any. The effective interest rate at
June 30
, 2018 was
22.0%.
Interest expense on the Loan for the
three-month period ended
June
30
, 2018 was
$149,115, which included amortization of issuance costs of
$
57,657
.
PLAN OF DISTRIBUTION
Selling Stockholders
We are
registering the shares of Class B Common Stock to permit the resale
of these shares of Class B Common Stock by the holders of the Class
B Common Stock from time to time after the date of this prospectus.
We will not receive any of the proceeds from the sale by the
selling stockholders of the shares of Class B Common Stock. We will
bear all fees and expenses incident to our obligation to register
the shares of Class B Common Stock.
The
selling stockholders, or their pledgees, donees, transferees, or
any of their successors in interest selling shares received from a
named selling stockholder as a gift, partnership distribution or
other non-sale-related transfer after the date of this prospectus
(all of whom may be selling stockholders), may sell the securities
from time to time on any stock exchange or automated interdealer
quotation system on which the securities are listed, in the
over-the-counter market, in privately negotiated transactions or
otherwise, at fixed prices that may be changed, at market prices
prevailing at the time of sale, at prices related to prevailing
market prices or at prices otherwise negotiated. The selling
stockholders may sell the securities by one or more of the
following methods, without limitation:
(a)
block trades 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;
(b)
purchases by a
broker or dealer as principal and resale by the broker or dealer
for its own account pursuant to this prospectus;
(c)
an exchange
distribution in accordance with the rules of any stock exchange on
which the securities are listed;
(d)
ordinary brokerage
transactions and transactions in which the broker solicits
purchases;
(e)
privately
negotiated transactions;
(g)
through the writing
of options on the securities, whether or not the options are listed
on an option exchange;
(h)
through the
distribution of the securities by any selling stockholder to its
partners, members or stockholders;
(i)
one or more
underwritten offerings on a firm commitment or best efforts basis;
or
(j)
any combination of
any of these methods of sale.
The
selling stockholders may also transfer the securities by gift. We
do not know of any arrangements by the selling stockholders for the
sale of any of the securities. The selling stockholders may engage
brokers and dealers, and any brokers or dealers may arrange for
other brokers or dealers to participate in effecting sales of the
securities. These brokers, dealers or underwriters may act as
principals, or as an agent of a selling stockholder. Broker-dealers
may agree with a selling stockholder to sell a specified number of
the securities at a stipulated price per security. If the
broker-dealer is unable to sell securities acting as agent for a
selling stockholder, it may purchase as principal any unsold
securities at the stipulated price. Broker-dealers who acquire
securities as principals may thereafter resell the securities from
time to time in transactions in any stock exchange or automated
interdealer quotation system on which the securities are then
listed, at prices and on terms then prevailing at the time of sale,
at prices related to the then-current market price or in negotiated
transactions. Broker-dealers may use block transactions and sales
to and through broker-dealers, including transactions of the nature
described above. The selling stockholders may also sell the
securities in accordance with Rule 144 under the Securities Act of
1933, as amended, rather than pursuant to this prospectus,
regardless of whether the securities are covered by this
prospectus.
From
time to time, one or more of the selling stockholders may pledge,
hypothecate or grant a security interest in some or all of the
securities owned by them. The pledgees, secured parties or persons
to whom the securities have been hypothecated will, upon
foreclosure in the event of default, be deemed to be selling
stockholders. The number of a selling stockholder
’
s securities offered under this
prospectus will decrease as and when it takes such actions. The
plan of distribution for that selling stockholder
’
s securities will otherwise remain
unchanged. In addition, a selling stockholder may, from time to
time, sell the securities short, and, in those instances, this
prospectus may be delivered in connection with the short sales and
the securities offered under this prospectus may be used to cover
short sales.
To the
extent required under the Securities Act of 1933, the aggregate
amount of selling stockholders
’
securities being offered and the
terms of the offering, the names of any agents, brokers, dealers or
underwriters and any applicable commission with respect to a
particular offer will be set forth in an accompanying prospectus
supplement. Any underwriters, dealers, brokers or agents
participating in the distribution of the securities may receive
compensation in the form of underwriting discounts, concessions,
commissions or fees from a selling stockholder and/or purchasers of
selling stockholders
’
securities of securities, for whom they may act (which compensation
as to a particular broker-dealer might be in excess of customary
commissions).
The
selling stockholders and any underwriters, brokers, dealers or
agents that participate in the distribution of the securities may
be deemed to be
“
underwriters
”
within the meaning of the
Securities Act of 1933, and any discounts, concessions, commissions
or fees received by them and any profit on the resale of the
securities sold by them may be deemed to be underwriting discounts
and commissions.
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, as
amended on Form 10-K/A, filed with the SEC on March 30,
2018;
●
Our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2018,
filed with the SEC on April 30, 2018;
●
Our
Quarterly Report on Form 10-Q for the quarter ended June 30, 2018,
filed with the SEC on July 27, 2018;
●
The Current Reports
on Form 8
–
K filed on
February 23, 2018, May 1, 2018, June 28, 2018, July 17, 2018,
July 18, 2018, and July 20, 2018; and
●
The description of
the Company
’
s 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
WHERE YOU CAN FIND MORE INFORMATION
We are
currently subject to the information requirements of the Exchange
Act and in accordance therewith file periodic reports, proxy
statements and other information with the Securities and Exchange
Commission. You may read and copy (at prescribed rates) any such
reports, proxy statements and other information at the
SEC
’
s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the
SEC at 1-800-SEC-0330 for further information on the operation of
the public reference room. Our SEC filings will also be available
to you on the SEC
’
s
website at
http://www.sec.gov
.
We have filed with the SEC a registration statement on Form
S
–
3 under the Securities
Act for the shares of Class B Common Stock being offered by the
selling stockholders. This prospectus does not contain all of the
information in the registration statement and the exhibits and
schedules that were filed with the registration statement. For
further information with respect to us and our common stock, we
refer you to the registration statement and the exhibits that were
filed with the registration statement. Anyone may obtain the
registration statement and its exhibits and schedules from the SEC
as described above.
LEGAL MATTERS
The
validity of the shares of Class B Common Stock offered through this
prospectus has been passed on by Akerman LLP, Fort Lauderdale,
Florida.
EXPERTS
The
consolidated financial statements and schedule of RumbleOn, 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.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 14.
Other Expenses of Issuance and Distribution.
|
SEC registration
fee
|
$
63
|
|
Legal fees and
expenses
|
$
10,000
|
|
Accounting fees and
expenses
|
$
1,000
|
|
Miscellaneous
expenses
|
$
5,000
|
|
Total
|
$
16,063
|
_________________
All
amounts are estimates, other than the SEC
’
s registration fee.
We are
paying all expenses of the offering listed above. No portion of
these expenses will be borne by the selling stockholders. The
selling stockholders, however, will pay all underwriting discounts
and selling commissions, if any.
Item 15.
Indemnification of Directors and Officers.
No
director of RumbleOn will have personal liability to us or any of
our stockholders for monetary damages for breach of fiduciary duty
as a director involving any act or omission of any such director
since provisions have been made in our Articles of Incorporation
limiting such liability. The foregoing provisions shall not
eliminate or limit the liability of a director for:
●
any breach of the
director
’
s duty of
loyalty to us or our stockholders;
●
acts or omissions
not in good faith or, which involve intentional misconduct or a
knowing violation of law;
●
the payment of
dividends in violation of Section 78.300 of the Nevada Revised
Statutes; or
●
for any transaction
from which the director derived an improper personal
benefit.
We are
a corporation organized under the laws of the State of Nevada.
Section 78.138 of the Nevada Revised Statutes (
“
NRS
”
) provides that, unless the
corporation
’
s articles of
incorporation provide otherwise, a director or officer will not be
individually liable unless it is proven that (i) the
director
’
s or
officer
’
s acts or
omissions constituted a breach of his or her fiduciary duties, and
(ii) such breach involved intentional misconduct, fraud, or a
knowing violation of the law.
Section
78.7502 of the NRS permits a company to indemnify its directors and
officers against expenses, judgments, fines, and amounts paid in
settlement actually and reasonably incurred in connection with a
threatened, pending, or completed action, suit, or proceeding, if
the officer or director (i) is not liable pursuant to NRS 78.138,
or (ii) acted in good faith and in a manner the officer or director
reasonably believed to be in or not opposed to the best interests
of the corporation and, if a criminal action or proceeding, had no
reasonable cause to believe the conduct of the officer or director
was unlawful. Section 78.7502 of the NRS requires a corporation to
indemnify a director or officer that has been successful on the
merits or otherwise in defense of any action or suit. Section
78.7502 of the NRS precludes indemnification by the corporation if
the officer or director has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals, to be liable to the
corporation or for amounts paid in settlement to the corporation,
unless and only to the extent that the court determines that in
view of all the circumstances, the person is fairly and reasonably
entitled to indemnity for such expenses and requires a corporation
to indemnify its officers and directors if they have been
successful on the merits or otherwise in defense of any claim,
issue, or matter resulting from their service as a director or
officer.
Section
78.751 of the NRS permits a Nevada company to indemnify its
officers and directors against expenses incurred by them in
defending a civil or criminal action, suit, or proceeding as they
are incurred and in advance of final disposition thereof, upon
determination by the stockholders, the disinterested board members,
or by independent legal counsel. If so provided in the
corporation
’
s articles of
incorporation, bylaws, or other agreement, Section 78.751 of the
NRS requires a corporation to advance expenses as incurred upon
receipt of an undertaking by or on behalf of the officer or
director to repay the amount if it is ultimately determined by a
court of competent jurisdiction that such officer or director is
not entitled to be indemnified by the company. Section 78.751 of
the NRS further permits the company to grant its directors and
officers additional rights of indemnification under its articles of
incorporation, bylaws, or other agreement.
Section
78.752 of the NRS provides that a Nevada company may purchase and
maintain insurance or make other financial arrangements on behalf
of any person who is or was a director, officer, employee, or agent
of the company, or is or was serving at the request of the company
as a director, officer, employee, or agent of another company,
partnership, joint venture, trust, or other enterprise, for any
liability asserted against him and liability and expenses incurred
by him in his capacity as a director, officer, employee, or agent,
or arising out of his status as such, whether or not the company
has the authority to indemnify him against such liability and
expenses.
Article
VI of our amended Bylaws provide for indemnification of our
directors, officers, and employees in most cases for any liability
suffered by them or arising out of their activities as directors,
officers, and employees if they were not engaged in willful
misfeasance or malfeasance in the performance of his or her duties;
provided that in the event of a settlement the indemnification will
apply only when the Board of Directors approves such settlement and
reimbursement as being for our best interests. Our Bylaws,
therefore, limit the liability of directors to the maximum extent
permitted by Nevada law (Section 78.751).
Our
officers and directors are accountable to us as fiduciaries, which
means they are required to exercise good faith and fairness in all
dealings affecting RumbleOn. In the event a stockholder believes
the officers or directors have violated their fiduciary duties, the
stockholder may, subject to applicable rules of civil procedure, be
able to bring a class action or derivative suit to enforce the
stockholder
’
s rights,
including rights under certain federal and state securities laws
and regulations to recover damages from and require an accounting
by management. Stockholders who have suffered losses in connection
with the purchase or sale of their interest in RumbleOn in
connection with such sale or purchase, including the misapplication
by any such officer or director of proceeds from a sale of
securities may be able to recover such losses from us.
At
present, there is no pending litigation or proceeding involving any
of our directors or officers in which indemnification or
advancement is sought. We are not aware of any threatened
litigation that may result in claims for advancement or
indemnification.
We have
been advised that in the opinion of the SEC, insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers and other persons
pursuant to the foregoing provisions, or otherwise, such
indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable. In the event a claim
for indemnification against such liabilities (other than payment of
expenses incurred or paid by a director or officer in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or other person in connection with the
securities being registered, we will, unless in the opinion of our
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of
whether such indemnification is against public policy as expressed
in the Securities Act and will be governed by the final
adjudication of such issue.
|
Exhibit Number
|
|
Exhibit Description
|
|
|
|
Warrant,
dated April 30, 2018 (Incorporated by reference to Exhibit 4.1 in
the Company’s Current Report on Form 8-K, filed on April 30,
2018).
|
|
|
|
Opinion
of Akerman LLP*
|
|
|
|
Consent
of Scharf Pera & Co., PLLC*
|
|
|
|
Consent
of Akerman LLP (included with Exhibit 5.1)*
|
|
24.1
|
|
Power
of Attorney (included with signature page on this Form
S-3)*
|
|
*
|
|
Filed
herewith
|
The
undersigned registrant hereby undertakes:
(a)(1)
To
file, during any period in which offers or sales are being made, a
post
–
effective amendment
to this registration statement:
(i)
To include any
prospectus required by section 10(a)(3) of the Securities Act of
1933;
(ii)
To reflect in the
prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post
-
effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum
offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate,
the changes in the volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in
the
“
Calculation of
Registration Fee
”
table
in the effective registration statement;
(iii)
To include any
material information with respect to the plan of distribution not
previously disclosed in this registration statement or any material
change to such information in the registration
statement;
Provided, however,
that:
paragraphs
(a)(1)(i), (a)(1)(ii), and (a)(1)(iii) of this section do not apply
if the registration statement is on Form S-3 or Form F-3 and the
information required to be included in a post
–
effective amendment by those
paragraphs is contained in reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the registration statement, or is contained in a
form of prospectus filed pursuant to Rule 424(b) that is part of
the registration statement.
(2) That,
for the purpose of determining any liability under the Securities
Act of 1933, each such post
–
effective amendment shall be deemed
to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time
shall be deemed to be the initial
bona fide
offering
thereof.
(3) To
remove from registration by means of a post–effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
(4) That,
for the purpose of determining liability under the Securities Act
of 1933 to any purchaser, each prospectus filed pursuant to Rule
424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other
than prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of and included in the registration statement as of the
date it is first used after effectiveness. Provided, however, that
no statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.
(b) That,
for purposes of determining any liability under the Securities Act
of 1933, each filing of the registrant
’
s annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan
’
s annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated
by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial
bona fide
offering
thereof.
(c) Insofar
as indemnification for liabilities arising under the Securities Act
of 1933 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 Securities and Exchange Commission such indemnification is
against public policy as expressed in the Securities 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 Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the
requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused
this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized in the City of Charlotte,
State of North Carolina, on this 30
th
day of July,
2018.
|
|
RUMBLEON, INC.
|
|
|
|
|
|
|
|
|
By:
|
/s/
Marshall
Chesrown
|
|
|
|
Name:
|
Marshall
Chesrown
|
|
|
|
Title:
|
Chief
Executive Officer and Chairman
|
|
KNOW
ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Marshall Chesrown and Steven R.
Berrard and each of them, his true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him
and in his name, place and stead, in any and all capacities, to
sign any and all amendments (including post-effective amendments)
to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing requisite
and necessary to be done, as fully to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all
that said attorneys-in-fact and agents, or any of them, or his
substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the
requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the
capacities and on the dates indicated.
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
|
|
Chief
Executive Officer and Chairman
|
|
July
30, 2018
|
|
Marshall
Chesrown
|
|
(Principal
Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Steven R.
Berrard
|
|
Chief
Financial Officer and Director
|
|
July
30, 2018
|
|
Steven
R. Berrard
|
|
(Principal
Financial Officer and Principal Accounting Officer)
|
|
|
|
|
|
|
|
|
|
/s/
Denmar
Dixon
|
|
Director
|
|
July
30, 2018
|
|
Denmar
Dixon
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Richard A. Gray,
Jr.
|
|
Director
|
|
July
30, 2018
|
|
Richard
A. Gray, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Kartik
Kakarala
|
|
Director
|
|
July
30, 2018
|
|
Kartik
Kakarala
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
/s/
Kevin
Westfall
|
|
Director
|
|
July
30, 2018
|
|
Kevin
Westfall
|
|
|
|
|
|
|
|
|
|
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