RideNow Group, Inc 8-K, filed Feb 14, 2022
RideNow Group, Inc. (RDNW)
About this 8-K
RideNow Group, Inc filed this 8-K on February 14, 2022, reporting on events of February 11, 2022.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
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 | ||
| The |
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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 11, 2022, RumbleOn, Inc. (the “Company”) appointed Peter Levy, the President of the Company, to also serve as Chief Operating Officer of the Company, effective immediately.
Biographical and executive compensation information regarding Mr. Levy is set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on October 20, 2021 under the captions “Proposal 1: Director Election Proposal” and “Executive Compensation,” and is incorporated herein by reference.
There are no related party transactions between the Company and Mr. Levy requiring disclosure under Item 404 of Regulation S-K.
Also, on February 11, 2022, the Company received a letter from William Coulter, a director and the Executive Vice Chairman of the Company, notifying the Company that he was terminating his Employment Agreement with the Company and resigning as a director, effective immediately, alleging termination for good reason due to material reductions or diminutions by the Company of his authorities, duties, and responsibilities. The Company disagrees with Mr. Coulter’s claim. Also, Mr. Coulter stepped down from all other officer and director positions of the Company and its subsidiaries, effective immediately.
Also, on February 11, 2022, the Company received a letter from Mark Tkach, a director and the Chief Operating Officer of the Company, notifying the Company that he was terminating his Employment Agreement with the Company and resigning as a director, effective immediately, alleging termination for good reason due to material reductions or diminutions by the Company of his authorities, duties, and responsibilities. The Company disagrees with Mr. Tkach’s claim. Also, Mr. Tkach stepped down from all other officer and director positions of the Company and its subsidiaries, effective immediately.
Item 9.01. Financial Statements and Exhibits.
| 17.1 | Letter from William Coulter | |
| 17.2 | Letter from Mark Tkach | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
1
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: February 14, 2022 | By: | /s/ Marshall Chesrown |
| Marshall Chesrown | ||
| Chief Executive Officer | ||
2
Exhibit 17.1
February 11, 2022
RumbleOn, Inc.
901 W. Walnut Hill Lane #305C
Irving, TX 75038
Marshall Chesrown:
Reference is made to that certain Employment Agreement dated as of August 31, 2021 (the “Employment Agreement”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Employment Agreement.
I hereby give notice, effective immediately, to terminate the Employment Agreement for Good Reason pursuant to Section 4(c)(A) of the Employment Agreement as a result of the material reduction or diminution by the Company of my authorities, duties, and responsibilities. As a result, I will no longer serve as Executive Vice Chairman of the Company and as a director of the Company, effective immediately. Furthermore, for the same reasons, I hereby step down from each and every position that I hold as a director, manager, officer, dealer operator, or authorized person with each entity listed on Schedule A hereto.
Please note that, pursuant to the Employment Agreement, I understand that I am entitled to payment of the Accrued Obligations, as well as Termination Compensation, as if I had been terminated by the Company without Cause. Please tender all such payments at such times and in such amounts as set forth in the Employment Agreement.
Nothing in this letter should be construed as a waiver of any rights or remedies under the Employment Agreement, at law, or in equity, and all such rights are specifically reserved.
| Sincerely, | |
| /s/ William Coulter | |
| William Coulter |
| cc: | Stephen R. Boatwright, Esq. |
Schedule A
| 1. | Bayou Motorcycles LLC |
| 2. | INDTUC, LLC |
| 3. | Ride Now 5 Allen LLC |
| 4. | Ride Now-Carolina, LLC |
| 5. | RN-Gainesville, LLC |
| 6. | RNKC LLC |
| 7. | TC Motorcycles LLC |
| 8. | BJ Motorsports, LLC |
| 9. | C&W Motors, Inc. |
| 10. | Coyote Motorsports-Allen, Ltd. |
| 11. | Coyote Motorsports-Garland, Ltd. |
| 12. | DHD Allen, LLC |
| 13. | DHD Garland, LLC |
| 14. | DLV Motorcycles, LLC |
| 15. | East Valley Motorcycles, LLC |
| 16. | ECHD Motorcycles, LLC |
| 17. | Glendale Motorcycles, LLC |
| 18. | IOT Motorcycles, LLC |
| 19. | J.J.B. Properties, LLC |
| 20. | Metro Motorcycle, Inc. |
| 21. | RHND Ocala, LLC |
| 22. | RN Tri-Cities LLC |
| 23. | Ride Now, LLC |
| 24. | Ride USA, LLC |
| 25. | RNAJ, LLC |
| 26. | RNMC Daytona, LLC |
| 27. | Top Cat Enterprises, LLC |
| 28. | Tucson Motorcycles, Inc. |
| 29. | Tucson Motorsports, Inc. |
| 30. | YSA Motorsports, LLC |
| 31. | CMG Powersports, Inc. |
| 32. | America’s PowerSports, Inc. |
| 33. | North County 355 Holdings, Inc. |
| 34. | San Diego House of Motorcycles, LLC |
| 35. | Fun Center 355 Holdings, Inc. |
| 36. | Woods Fun Center, LLC |
| 37. | APS Austin Holdings, LLC |
| 38. | APS Texas Holdings, LLC |
| 39. | APS of Texas, LLC |
| 40. | Fort Thunder 355 Holdings, Inc. |
| 41. | APS of Oklahoma, LLC |
| 42. | Powder Keg 355 Holdings, Inc. |
| 43. | APS of Ohio, LLC |
| 44. | Georgetown 355 Holdings, Inc. |
| 45. | APS of Georgetown, LLC |
| 46. | RO Fairwinds, LLC |
Exhibit 17.2
February 10, 2022
RumbleOn, Inc.
901 W. Walnut Hill Lane #305C
Irving, TX 75038
Marshall Chesrown:
Reference is made to that certain Employment Agreement dated as of August 31, 2021 (the “Employment Agreement”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the Employment Agreement.
I hereby give notice, effective immediately, to terminate the Employment Agreement for Good Reason pursuant to Section 4(c)(A) of the Employment Agreement as a result of the material reduction or diminution by the Company of my authorities, duties, and responsibilities. As a result, I will no longer serve as Chief Operating Officer of the Company and as a director of the Company, effective immediately. Furthermore, for the same reasons, I hereby step down from each and every position that I hold as a director, manager, officer, dealer operator, or authorized person with each entity listed on Schedule A hereto.
For the avoidance of doubt, I will remain the Sellers’ Representative for purposes of the Plan of Merger and Equity Purchase Agreement dated March 12, 2021.
Please note that, pursuant to the Employment Agreement, I understand that I am entitled to payment of the Accrued Obligations, as well as Termination Compensation, as if I had been terminated by the Company without Cause. Please tender all such payments at such times and in such amounts as set forth in the Employment Agreement.
Nothing in this letter should be construed as a waiver of any rights or remedies under the Employment Agreement, at law, or in equity, and all such rights are specifically reserved.
| Sincerely, | |
| /s/ Mark Tkach | |
| Mark Tkach |
| cc: | Stephen R. Boatwright, Esq. |
Schedule A
| 1. | Bayou Motorcycles LLC |
| 2. | INDTUC, LLC |
| 3. | Ride Now 5 Allen LLC |
| 4. | Ride Now-Carolina, LLC |
| 5. | RN-Gainesville, LLC |
| 6. | RNKC LLC |
| 7. | TC Motorcycles LLC |
| 8. | BJ Motorsports, LLC |
| 9. | C&W Motors, Inc. |
| 10. | Coyote Motorsports-Allen, Ltd. |
| 11. | Coyote Motorsports-Garland, Ltd. |
| 12. | DHD Allen, LLC |
| 13. | DHD Garland, LLC |
| 14. | DLV Motorcycles, LLC |
| 15. | East Valley Motorcycles, LLC |
| 16. | ECHD Motorcycles, LLC |
| 17. | Glendale Motorcycles, LLC |
| 18. | IOT Motorcycles, LLC |
| 19. | J.J.B. Properties, LLC |
| 20. | Metro Motorcycle, Inc. |
| 21. | RHND Ocala, LLC |
| 22. | RN Tri-Cities LLC |
| 23. | Ride Now, LLC |
| 24. | Ride USA, LLC |
| 25. | RNAJ, LLC |
| 26. | RNMC Daytona, LLC |
| 27. | Top Cat Enterprises, LLC |
| 28. | Tucson Motorcycles, Inc. |
| 29. | Tucson Motorsports, Inc. |
| 30. | YSA Motorsports, LLC |
| 31. | CMG Powersports, Inc. |
| 32. | America’s PowerSports, Inc. |
| 33. | North County 355 Holdings, Inc. |
| 34. | San Diego House of Motorcycles, LLC |
| 35. | Fun Center 355 Holdings, Inc. |
| 36. | Woods Fun Center, LLC |
| 37. | APS Austin Holdings, LLC |
| 38. | APS Texas Holdings, LLC |
| 39. | APS of Texas, LLC |
| 40. | Fort Thunder 355 Holdings, Inc. |
| 41. | APS of Oklahoma, LLC |
| 42. | Powder Keg 355 Holdings, Inc. |
| 43. | APS of Ohio, LLC |
| 44. | Georgetown 355 Holdings, Inc. |
| 45. | APS of Georgetown, LLC |
| 46. | RO Fairwinds, LLC |