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): December 6, 2023

RumbleOn, Inc.

(Exact name of registrant as specified in its charter)


Nevada (State or other jurisdiction of incorporation)	001-38248 (Commission File Number)	46-3951329 (I.R.S. 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

Not Applicable

(Former name or former address, if changed since last report.)

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


¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

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


Title of each class	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 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 3.02. Unregistered Sales of Equity Securities.

On December 8, 2023, under the terms of the previously announced backstop private placement pursuant to that certain Standby Purchase Agreement dated as of August 8, 2023, as amended (the “Purchase Agreement”), among RumbleOn, Inc. (the “Company”), Mark Tkach (“Tkach”), William Coulter (“Coulter”) and Stone House Capital Management, LLC, a Delaware limited liability company d/b/a Stone House Partners (“Stone House” and, collectively with Tkach and Coulter, the “Standby Purchasers”), the Company issued and sold to the Standby Purchasers 3,443,289 shares of Class B common stock at an exercise price of $5.50 per share (the “Backstop Securities”) for an aggregate purchase price of approximately $18.9 million (the “Backstop Purchase”). The Backstop Securities represent the shares of the Company’s Class B common stock that remained unsubscribed for by the shareholders of the Company as of the expiration of the subscription period of the Company’s Rights Offering (as defined below).

The issuance and sale of the Backstop Securities to the Standby Purchasers was made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, for a transaction by an issuer not involving any public offering. Each of the Standby Purchasers represented to the Company at issuance that it is an “accredited investor” and that it is acquiring the Backstop Securities for investment only and not with a view to or for sale in connection with any distribution thereof.

The Company did not pay or give, directly or indirectly, any commission or other remuneration, including underwriting discounts and commissions, in connection with the issuance of the Backstop Securities.

Item 8.01. Other Events.

On December 6, 2023, the Company issued a press release announcing the final results of its previously announced $100.0 million rights offering (the “Rights Offering”). In connection with the Rights Offering, subscription rights were exercised for aggregate gross proceeds of $81.1 million, resulting in the issuance of an aggregate of 14,738,529 shares of the Company’s Class B common stock at an exercise price of $5.50 per share. The Company estimates the net proceeds of the Rights Offering and Backstop Purchase to be approximately $98.4 million. After the closing of the Rights Offering and Backstop Purchase, the Company has approximately 35,015,190 shares of its Class B common stock outstanding.

The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits


Exhibit						Description
99.1						Press Release, dated December 6, 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: December 11, 2023	By:	/s/ Mathew W. Grynwald
		Mathew W. Grynwald
		General Counsel and Secretary

Exhibit 99.1

RumbleOn Announces Final Results of Rights Offering

IRVING, Texas – December 6, 2023 – RumbleOn, Inc. (NASDAQ: RMBL) (the “Company” or “RumbleOn”) announced today the final results of its $100.0 million rights offering (the “Rights Offering”). The subscription period of the Rights Offering expired at 5:00 P.M. Eastern Time, on December 5, 2023. The Rights Offering resulted in subscriptions for approximately 81.1% of the shares offered at an exercise price of $5.50 per share. The shares of Class B common stock subscribed for are expected to be issued to participating stockholders on or about December 8, 2023.

Steve Pully, Executive Chairman of the Company, commented, “I want to thank all of the stockholders that participated in the Rights Offering, and especially the Standby Purchasers, Mark Tkach, William Coulter, and Stone House Capital Management, LLC. The successful Rights Offering is a transformative transaction for RumbleOn.”

Mike Kennedy, Chief Executive Officer of the Company, added, “The proceeds from the Rights Offering will both lower our debt levels and also give us the ability to proactively grow our business--this is a significant accomplishment for the Company. It is an exciting time for me to lead RumbleOn.”

As previously disclosed, the Company entered into an agreement with Mark Tkach, William Coulter, and Stone House Partners (collectively, the “Standby Purchasers”) to backstop the Rights Offering through a private placement of shares in the event that the Rights Offering was not fully subscribed (the “Backstop Private Placement”). Because the Rights Offering was not fully subscribed, the Standby Purchasers will purchase the unsubscribed shares for an aggregate amount of $18,938,090.

The Rights Offering and Backstop Private Placement are expected to close on December 8, 2023.

The net proceeds to be received by the Company in the Rights Offering and the Backstop Private Placement is expected to be approximately $98.4 million. The Company will use $50.0 million of the net proceeds to prepay a portion of the Company’s outstanding debt under its Term Loan Credit Agreement, dated as of August 31, 2021, as amended, with Oaktree Fund Administration, LLC. The remaining proceeds will be available to fund the growth and development of the Company’s business, including for possible acquisitions and other corporate purposes.

Following the completion of the Rights Offering and the Backstop Private Placement, the Company expects to have approximately 35,015,190 million shares of its Class B common stock outstanding.

A registration statement on Form S-3 (File No. 333-274859) relating to the Rights Offering was filed with and declared effective by the Securities and Exchange Commission (the “SEC”). The Rights Offering was made only by means of a prospectus, copies of which can be accessed through the SEC’s website at www.sec.gov. Additional information regarding the Rights Offering is set forth in the prospectus filed with the SEC.

About RumbleOn

RumbleOn, through its RideNow Powersports subsidiary, is the largest powersports retailer in North America, operating over 55 locations representing 30 brands primarily in the Sun Belt. We offer 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. Additionally, we offer a full suite of financing, parts, repair, and maintenance services. Our asset light logistics company, Wholesale Express, provides freight brokerage services facilitating transportation for dealers and consumers. To learn more please visit us online at https://www.rumbleon.com/.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, those regarding the closing of the Rights Offering and the Backstop Private Placement, and the use of proceeds from the Rights Offering and the Backstop Private Placement. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “hopes,” “may,” “plan,” “possible,” “potential,” “predicts,” “projects,” “should,” “targets,” “would” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from current expectations and beliefs, including, but not limited to risks related to the diversion of management’s attention from RumbleOn’s ongoing business operations; the impact of general economic, industry or political conditions in the United States or internationally, as well as the other risk factors set forth under the caption “Risk Factors” in the Registration Statement, as amended, and in RumbleOn’s Annual Report for the year ended December 31, 2022 and Quarterly Reports on Form 10-Q for the quarters ended March 30, 2023, June 30, 2023, and September 30, 2023 and in any subsequent filings made with the SEC by RumbleOn. Any forward-looking statements contained in this press release speak only as of the date hereof, and RumbleOn specifically disclaims any obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law.

Investor Inquiries:

Will Newell

investors@rumbleon.com

Cover	Nov. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 06, 2023
Entity Registrant Name	RumbleOn, Inc.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-38248
Entity Tax Identification Number	46-3951329
Entity Address, Address Line Two	Suite 110A
Entity Address, Address Line One	901 W. Walnut Hill Lane,
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
Amendment Flag	false
Entity Central Index Key	0001596961