RideNow Group, Inc DEFA14A, filed Jul 16, 2021
RideNow Group, Inc. (RDNW)
DEFA14A
2021-07-16
View Original
Added on
October 20, 2026
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): July 15,
2021
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
|
001-38248
|
|
46-3951329
|
|
(Commission File
Number)
|
|
(I.R.S. Employer Identification
No.)
|
|
|
|
|
|
901 W. Walnut Hill Lane
|
|
75038
|
|
Irving, Texas
|
|
(Zip Code)
|
|
(Address of Principal Executive Offices)
|
|
|
(214) 771-9952
(Registrant’s Telephone Number, Including Area
Code)
(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
|
|
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 a Material Definitive
Agreement.
On July
15, 2021, RumbleOn, Inc. (the “Company” or
“RumbleOn”) entered into an amendment (the
“Amendment”) to the Warrant, dated March 12, 2021, with
Oaktree Capital Management L.P. (the
“Warrant”). The Amendment
clarifies the definition of Warrant Price. A
copy of the Amendment is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
The
disclosure included in Item 1.01 above is incorporated herein by
reference.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
|
Exhibit No.
|
|
Description
|
|
|
First Amendment to Warrant to Purchase Class B Common Stock, dated
July 15, 2021.
|
|
|
|
|
|
|
|
|
|
2
Additional Information about the Transaction and Where to Find
It
In
connection with the Transaction, on July 1, 2021, RumbleOn filed
with the SEC and commenced the mailing to stockholders of its
definitive proxy statement and proxy card relating to the
Transaction. INVESTORS AND STOCKHOLDERS OF RUMBLEON ARE URGED TO
READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE
TRANSACTION THAT RUMBLEON WILL FILE WITH THE SEC WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT
RUMBLEON, RIDENOW, AND THE TRANSACTION. The definitive proxy
statement and other relevant materials in connection with the
Transaction (when they become available), and any other documents
filed by RumbleOn with the SEC, may be obtained free of charge at
the SEC's website (www.sec.gov) or by visiting RumbleOn's investor
resources section at www.rumbleon.com. The information contained
on, or that may be accessed through, the websites referenced in
this report is not incorporated by reference into, and is not a
part of, this report.
Participants in the Solicitation
RumbleOn
and its directors and executive officers may be deemed participants
in the solicitation of proxies from RumbleOn's stockholders with
respect to the Transaction. A list of the names of those directors
and executive officers and a description of their interests in
RumbleOn are included in the definitive proxy statement relating to
the Transaction and available at www.sec.gov. Additional
information regarding the interests of such participants is
contained in the definitive proxy statement relating to the
Transaction. Information about RumbleOn's directors and executive
officers and their ownership of RumbleOn's common stock is set
forth in the definitive proxy statement and in RumbleOn's Annual
Report on Form 10-K for the year ended December 31, 2020, which was
filed with the SEC on March 31, 2021. Other information regarding
the interests of the participants in the proxy solicitation is
included in the definitive proxy statement relating to the
Transaction. These documents can be obtained free of charge from
the sources indicated above.
No Offer or Solicitation
This
report not constitute an offer to sell or the solicitation of an
offer to buy any securities or a solicitation of any vote or
approval, by RumbleOn, nor shall there be any sale of the
securities in any state in which such offer, solicitation or sale
would be unlawful before the registration or qualification under
the securities laws of such state. Any offering of the securities
will only be by means of a statutory prospectus meeting the
requirements of the rules and regulations of the SEC and applicable
law or in accordance with an applicable exemption from the
registration requirements thereof.
Forward-Looking Statements
Certain
statements made in this report are "forward-looking statements"
within the meaning of the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995. Forward-looking
statements may be identified by the use of words such as "target,"
"believe," "expect," "will," "shall," "may," "anticipate,"
"estimate," "would," "positioned," "future," "forecast," "intend,"
"plan," "project," "outlook", and other similar expressions that
predict or indicate future events or trends or that are not
statements of historical matters. Examples of forward-looking
statements include, among others, statements made in this report
regarding the Transaction, including the benefits of the
Transaction, revenue opportunities, anticipated future financial
and operating performance, and results, including estimates for
growth, and the expected timing of the Transaction. Forward-looking
statements are neither historical facts nor assurances of future
performance. Instead, they are based only on management's current
beliefs, expectations, and assumptions. Because forward-looking
statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are
difficult to predict and many of which are outside of RumbleOn's
control. Actual results and outcomes may differ materially from
those indicated in the forward-looking statements. Therefore, you
should not rely on any of these forward-looking statements.
Important factors that could cause actual results and outcomes to
differ materially from those indicated in the forward-looking
statements include, among others, the following: (1) the occurrence
of any event, change, or other circumstances that could give rise
to the termination of the Transaction; (2) the failure to obtain
debt and equity financing required to complete the Transaction; (3)
the failure to obtain the OEM approvals; (4) the inability to
complete the Transaction, including due to failure to obtain
approval of the stockholders of RumbleOn, certain regulatory
approvals, or satisfy other conditions to closing in the definitive
agreement; (5) the impact of the COVID-19 pandemic on RumbleOn's
business and/or the ability of the parties to complete the
Transaction; (6) the risk that the Transaction disrupts current
plans and operations as a result of the announcement and
consummation of the Transaction; (7) the ability to recognize the
anticipated benefits of the Transaction, which may be affected by,
among other things, competition, the ability of management to
integrate the combined company's business and operations, and the
ability of the parties to retain its key employees; (8) costs
related to the Transaction; (9) changes in applicable laws or
regulations; (10) risks relating to the uncertainty of pro forma
and projected financial information with respect to the combined
company; and (11) other risks and uncertainties indicated from time
to time in the definitive proxy statement filed with the Securities
and Exchange Commission (the “SEC”) relating to the
Transaction, including those under "Risk Factors" therein, and in
RumbleOn's other filings with the SEC. RumbleOn cautions that the
foregoing list of factors is not exclusive. RumbleOn cautions
readers not to place undue reliance upon any forward-looking
statements, which speak only as of the date made. RumbleOn does not
undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements
to reflect any change in their expectations or any change in
events, conditions, or circumstances on which any such statement is
based, whether as a result of new information, future events, or
otherwise, except as may be required by applicable law. Neither
RumbleOn nor RideNow gives any assurance that after the Transaction
the combined company will achieve its expectations.
3
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: July 16, 2021
|
By:
|
/s/ Marshall Chesrown
|
|
|
|
Marshall Chesrown
|
|
|
|
Chief Executive Officer
|
4
Exhibit 10.1
FIRST AMENDMENT TO WARRANT TO PURCHASE CLASS B COMMON
STOCK
This
FIRST AMENDMENT TO WARRANT TO PURCHASE CLASS B COMMON STOCK (this
“First
Amendment”) is made and entered into as of July 15,
2021 by and between RumbleOn, Inc., a Nevada corporation (the
“
Company”), and Oaktree Capital
Management, L.P. (the “Holder”). Capitalized terms used
and not otherwise defined herein shall have the meanings ascribed
to them in the Warrant (as defined below).
RECITALS
The
Company and the Holder are party to that certain Warrant to
Purchase Class B Common Stock, dated as of March 12, 2021 (the
“Warrant”);
Section
13 of the Warrant permits amendments to the Warrant if in writing
and signed by the Company and the Holder; and
The
Company and the Holder desire to amend the terms of the Warrant on
the terms and conditions stated herein.
AGREEMENT
NOW, THEREFORE, in consideration of the
mutual agreements and covenants hereinafter set forth, and for good
and valuable consideration, the receipt, sufficiency and adequacy
of which are hereby acknowledged, the parties hereto hereby agree
as set forth below.
1.
Amendment to the Definition of
“Warrant Price”. Section 18 of the Warrant is
hereby amended by deleting clause (ll) and the definition of
“Warrant Price” in its entirety and substituting the
following therefor:
“(ll)
“Warrant
Price” means the price per share of Class B Common Stock
equivalent to the lowest price per share of the Class B Common
Stock issued by the Company during the period between the Issuance
Date and the Merger Closing (other than the issuance of Class B
Common Stock (x) upon the exercise of any Convertible
Securities outstanding as of the Issuance Date, (y) issued as
awards under the Company’s equity incentive plan or (z)
constituting Closing Payment Shares (as such term is defined in the
Merger Agreement) issued to Sellers (as such term is defined in the
Merger Agreement) at the Merger Closing), which, for purposes of
clarity, includes the issuance of 1,048,998 shares of Class B
Common Stock pursuant to the underwritten public offering, at a
price to the public of $38.00 per share, closed on or about April
13, 2021.”
2.
Incorporation by Reference.
Section 12 through Section 17 of the Warrant be, and each of them
hereby is, incorporated in and made a part of this First Amendment
as if set forth in full herein.
3.
Execution of First Amendment.
This First Amendment may be executed in one or more counterparts,
all of which shall be considered one and the same agreement, and
shall become effective when one or more such counterparts have been
signed by each of the parties and delivered to the other party.
Facsimile or electronic mail transmission of counterpart signatures
to this First Amendment shall be acceptable and
binding.
4.
No Waiver. Except as expressly
stated herein, nothing contained herein shall be deemed to
constitute a waiver of compliance with any term or condition
contained in the Warrant or constitute a course of conduct or
dealing among the parties. Except as amended or modified hereby,
the Warrant remain unmodified and in full force and effect. All
references in the Warrant to the Warrant shall be deemed to be
references to the Warrant as amended or modified
hereby.
[Remainder
of page intentionally left blank]
1
IN
WITNESS WHEREOF, the undersigned have each executed this FIRST
AMENDMENT TO WARRANT TO PURCHASE CLASS B COMMON STOCK as of the
date first written above.
RUMBLEON, INC.
By:
/s/ Marshall
Chesrown
Name:
Marshall Chesrown
Title:
Chief Executive Officer
OAKTREE CAPITAL MANAGEMENT, L.P.,
Solely
as manager on behalf of certain funds or accounts within its
Strategic Credit Strategy
By:
/s/ Christine
Pope
Name:
Christine Pope
Title:
Managing Director
2