Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 20, 2023

RumbleOn, Inc.

(Exact name of registrant as specified in its charter)

Nevada		001-38248		46-3951329
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

901 W. Walnut Hill Lane, Suite 110A

Irving, Texas

75038

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (214) 771-9952

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class B Common Stock, $0.001 par value		RMBL		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into Material Definitive Agreement.

As previously disclosed, on August 8, 2023, RumbleOn, Inc. (the “Company”) entered into a Standby Purchase Agreement (the “Standby Purchase Agreement”) with Mark Tkach (“Tkach”), William Coulter (“Coulter”) and Stone House Capital Management, LLC, a Delaware limited liability company (“Stone House” and, collectively with Tkach and Coulter, the “Standby Purchasers”). The Standby Purchase Agreement provides a binding commitment from the Standby Purchasers to purchase up to $100.0 million of shares of Class B common stock of the Company, par value $0.001 per share (the “Class B common stock”), in the aggregate from the Company if the Rights Offering is not fully subscribed.

On November 20, 2023, the Company and the Standby Purchasers entered into Amendment No. 1 to the Standby Purchase Agreement (“Amendment No. 1”), pursuant to which the parties agreed to extend the outside date by which the Standby Purchasers may terminate the agreement if the Rights Offering has not been consummated, from December 1, 2023 to December 8, 2023.

The foregoing description of Amendment No. 1 is qualified in its entirety by reference to the full text of the document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 8.01 Other Events.

On November 22, 2023, the Company extended the expiration date of the previously announced $100.0 million equity rights offering (the “Rights Offering”) to 5:00 p.m. Eastern Time on December 5, 2023. This extension will allow eligible stockholders who are entitled to participate in the Rights Offering (stockholders of record of the Company’s Class A common stock, par value $0.001 per share, and Class B common stock as of November 13, 2023) additional time to participate.

A copy of the press release announcing the extension of the Rights Offering is attached hereto as Exhibit 99.1 and incorporated by reference herein.

The Rights Offering will be made only by means of a prospectus filed with the SEC as part of the Registration Statement on Form S-3, as amended (No. 333-274859) relating to the Rights Offering (the “Registration Statement”), which was declared effective by the SEC on November 13, 2023. This communication shall not constitute an offer to sell or solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
10.1		Amendment No. 1 to the Standby Purchase Agreement, dated as of November 20, 2023, by and among RumbleOn, Inc., Mark Tkach, William Coulter and Stone House Capital Management, LLC
99.1		Press Release dated November 22, 2023
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RUMBLEON, INC.

Date: November 22, 2023	By:	/s/ Mathew W. Grynwald
		Mathew W. Grynwald
		General Counsel and Secretary

Exhibit 10.1

AMENDMENT No. 1 to
STANDBY PURCHASE AGREEMENT

This Amendment No. 1 to the Standby Purchase Agreement (this “Amendment”) is made and entered into on November 20, 2023, by and among Mark Tkach (“Tkach”), William Coulter (“Coulter”) and Stone House Capital Management, LLC, a Delaware limited liability company (“Stone House” and, collectively with Tkach and Coulter, the “Standby Purchasers”), and RumbleOn, Inc., a Nevada corporation (the “Company”) (collectively, the Standby Purchasers and the Company are herein referred to as the “Parties”).

RECITALS

WHEREAS, as of a record date of November 13, 2023, the Company distributed, at no charge, to each holder of record of the Class A Common Stock, par value $0.001 per share, and Class B Common Stock, par value $0.001 per share (collectively, the “Common Stock”), of the Company non-transferable rights (the “Subscription Rights”) to subscribe for and purchase additional shares of Class B Common Stock (the “Rights Offering”);

WHEREAS, the Company and the Standby Purchasers entered into the Standby Purchase Agreement (the “Agreement”) on or about August 8, 2023 whereby the Standby Purchasers agreed and committed to purchase, at the Subscription Price, upon the terms and subject to the conditions set forth the Agreement, any shares of Class B Common Stock that are not purchased upon exercise of the Subscription Rights distributed in the Rights Offering; and

WHEREAS, the Company and Standby Purchasers intend to amend the Agreement to permit the Company to extend expiration of the Rights Offering to provide additional time for holders of Common Stock to exercise their rights under the Rights Offering.

AMENDMENT TO AGREEMENT

NOW THEREFORE, in consideration of the foregoing, the terms and provisions set forth herein, the mutual benefits to be gained by the performance thereof and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1. All terms not otherwise defined herein shall have the meanings set forth in the Agreement.

2. Clause (iii) of Section 8(a) Agreement is hereby amended by deleting the words “December 1, 2023” and replacing them with the following:

“December 8, 2023”

3. The Agreement is hereby ratified by each of the parties hereto and, except as expressly set forth herein, all terms and provisions of the Agreement shall remain in full force and effect as set forth therein.

4. This Amendment may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

IN WITNESS WHEREOF, each of the parties has executed this Agreement on and as of the date first set forth above.

	COMPANY:

	RUMBLEON, INC.

	By:	/s/ Blake Lawson
	Name:	Blake Lawson
	Title:	CFO

	STANDBY PURCHASERS:

	MARK TKACH

	By:	/s/ Mark Tkach
	Name:	Mark Tkach

	WILLIAM COULTER

	By:	/s/ William Coulter
	Name:	William Coulter

	STONE HOUSE CAPITAL MANAGEMENT, LLC

	By:	/s/ Mark Cohen
	Name:	Mark Cohen
	Title:	Managing Member

Exhibit 99.1

RumbleOn Announces Extension of $100 Million Rights Offering Subscription Period

IRVING, Texas - RumbleOn, Inc. (NASDAQ: RMBL) (the “Company” or “RumbleOn”), the largest powersports retailer in North America, today announced that its Board of Directors is extending the Rights Offering subscription period an additional week until December 5, 2023, in order to better ensure that holders of its Class A common stock and Class B common stock (together, the “Eligible Stockholders”) have sufficient time to subscribe for shares of Class B Common Stock of RumbleOn.

The Company has distributed one Subscription Right for each share of the Company’s Class A common stock and Class B common stock held by Eligible Stockholders as of the Record Date. Each Subscription Right entitles Eligible Stockholders to purchase 1.078444 shares of the Company’s Class B common stock at the Subscription Price of $5.50 per share. The Rights Offering is fully backstopped pursuant to a standby purchase agreement between the Company and certain of its stockholders.

Other Important Information

The Registration Statement relating to the Rights Offering has been filed with the U.S. Securities and Exchange Commission (“SEC”), and became effective on November 13, 2023. The Company reserves the right to cancel or terminate the Rights Offering at any time. This press release does not constitute an offer to sell or the solicitation of an offer to buy any Subscription Rights or any other securities to be issued in the Rights Offering or any related transactions, nor shall there be any offer, solicitation or sale of Subscription Rights or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful. Copies of the prospectus are being mailed to all Eligible Stockholders as of the Record Date and may also be obtained free of charge at the website maintained by the SEC at www.sec.gov or by contacting the information agent for the Rights Offering, Broadridge Corporate Issuer Solutions, LLC, at (888)789-8409 (toll-free).

About RumbleOn

RumbleOn is the largest powersports retailer in North America, offering a wide selection of new and used motorcycles, all-terrain vehicles, utility terrain vehicles, personal watercraft, and other powersports products, including parts, apparel, accessories, and aftermarket products from a wide range of manufacturers. As of November 2023, we operate 55 retail locations, each equipped with full service departments, as well as 5 regional fulfillment centers. Our retail locations are run by our highly-trained and knowledgeable team and are primarily located in the Sun Belt of the United States. To learn more please visit us online at https://www.rumbleon.com/.

Cautionary Note on Forward-Looking Statements

This press release may contain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release and are advised to consider the factors listed under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s SEC filings, as may be updated and amended from time to time. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

View source version on businesswire.com:

https://www.businesswire.com/news/home/20231122379197/en/

Investor Relations Contact:

Will Newell

investors@rumbleon.com

Cover	Nov. 20, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Nov. 20, 2023
Entity File Number	001-38248
Entity Registrant Name	RumbleOn, Inc.
Entity Central Index Key	0001596961
Entity Tax Identification Number	46-3951329
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	901 W. Walnut Hill Lane
Entity Address, Address Line Two	Suite 110A
Entity Address, City or Town	Irving
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	214
Local Phone Number	771-9952
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B Common Stock, $0.001 par value
Trading Symbol	RMBL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false