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): March 16, 2020 

 

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  Irving, Texas	75038
(Address of Principal Executive Offices)	(Zip Code)

  

(469) 250-1185

(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))

 

Title of 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 2.02.  Results of Operations and Financial Condition.

 

On March 16, 2020, RumbleOn, Inc. (the “Company”) issued a press release updating preliminary fourth quarter 2019 operating results and rescheduling its fourth quarter and fiscal year 2019 financial results conference call. A copy of the press release is furnished as Exhibit 99.1 to this report.

 

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits

 

 

 

 

 

 

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: March 16, 2020	By:	/s/ Steven R. Berrard
		Steven R. Berrard
		Chief Financial Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RumbleOn Updates Preliminary Fourth Quarter 2019 Operating Results; Reschedules Fourth Quarter and Fiscal Year 2019 Financial Results Conference Call

Expected Fourth Quarter Total Unit Sales of 6,432; Percent of Unit Sales to Consumers of 13.4%; and Gross Margin of 7.1%

 

Dallas, Texas, March 16, 2020 – RumbleOn, Inc (NASDAQ: RMBL), the e-commerce company using innovative technology to simplify how dealers and consumers buy, sell, trade or finance pre-owned vehicles, today updated preliminary fourth quarter 2019 operating results. The Company also announced that it will reschedule its fourth quarter and fiscal year 2019 earnings release and conference call. The conference call and live webcast was previously scheduled for Tuesday, March 17, 2020 at 8:30 a.m. ET. RumbleOn now expects to report its full fourth quarter and fiscal year 2019 results and file its Form 10-K with the Securities and Exchange Commission on March 30, 2020.

For the three months ended December 31, 2019, RumbleOn expects the following selected results:

 

Despite the ongoing damage assessment of its Nashville facilities, RumbleOn continues to operate its other locations and serve its customers nationwide. The Company is evaluating the impact of a number of factors and has reached the decision to reschedule its fourth quarter and fiscal year 2019 financial results and conference call. These factors include: (i) the continuing assessment by the company and its insurance carriers of the costs and damages sustained by the Company’s Nashville facilities and inventory from the tornadoes on March 3, 2020 and continued work developing and implementing a final recovery plan; (ii) evaluation of the potential effects of temporarily closing its Dallas corporate office as a result of precautions taken in consideration of the CDC guidelines and recommendations regarding COVID-19; and (iii) the potential impact on its distribution capability resulting from its regional partners’ nationwide temporary change in format for conducting their auction business due to COVID-19 concerns.

The preliminary financial data included above has been prepared by, and is the responsibility of, RumbleOn’s management. RumbleOn’s independent auditors have not audited, reviewed, or compiled such preliminary financial data. These preliminary operating results are not a comprehensive statement of RumbleOn’s financial results as of and for the fourth quarter or the year ended December 31, 2019 and should not be viewed as a substitute for full consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States. Complete Financial results will be provided in RumbleOn’s 10-K which will be filed with the SEC on or before March 30, 2020.

About RumbleOn

RumbleOn (NASDAQ: RMBL) is an e-commerce company that uses innovative technology to simplify how dealers and customers buy, sell, trade, or finance pre-owned vehicles through RumbleOn’s 100% online marketplace. Leveraging its capital-light network of 17 regional partnerships and innovative technological solutions, RumbleOn is disrupting the old-school pre-owned vehicle supply chain by providing users with the most efficient, timely and transparent transaction experience. For more information, please visit http://www.rumbleon.com.

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.

Investor Relations:

The Blueshirt Group

Whitney Kukulka

[email protected]

 

Source: RumbleOn, Inc.