RideNow Group, Inc DEFA14A, filed Jul 27, 2021
RideNow Group, Inc. (RDNW)
DEFA14A
2021-07-27
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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 20,
2021
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State or Other Jurisdiction
of Incorporation)
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001-38248
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46-3951329
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(Commission File
Number)
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(I.R.S. Employer Identification
No.)
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901 W. Walnut Hill Lane
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75038
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Irving, Texas
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(Zip Code)
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(Address of Principal Executive Offices)
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(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:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value
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RMBL
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The
Nasdaq Stock Market LLC
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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 20, 2021, RumbleOn, Inc. (the “Company” or
“RumbleOn”) entered into a Second Amendment to Plan of
Merger and Equity Purchase Agreement (the “Amendment”)
to that certain Plan of Merger and Equity Purchase Agreement, dated
as of March 12, 2021, and that certain Joinder and First Amendment
to Plan of Merger and Equity Purchase Agreement, dated as of June
17, 2021, by and among the Company, RO Merger Sub I, Inc., an
Arizona corporation and wholly owned subsidiary of Company, RO
Merger Sub II, Inc., an Arizona corporation and wholly owned
subsidiary of Company, RO Merger Sub III, Inc., an Arizona
corporation and wholly owned subsidiary of Company, RO Merger Sub
IV, Inc., an Arizona corporation and wholly owned subsidiary of
Company, RO Merger Sub V, Inc., a Delaware corporation and wholly
owned subsidiary of Company, C&W Motors, Inc., an Arizona
corporation, CMG Powersports, Inc., a Delaware corporation, Metro
Motorcycle, Inc., an Arizona corporation, Tucson Motorcycles, Inc.,
an Arizona corporation, and Tucson Motorsports, Inc., an Arizona
corporation, William Coulter, an individual, Mark Tkach, an
individual, and each other Person who owns an Equity Interest in
any Transferred Entity and executes a Seller Joinder, and Mark
Tkach, as the representative of the Sellers (collectively, as
amended, the “Transaction Agreement”). Capitalized
terms used but not otherwise defined herein have the respective
meanings set forth in the Transaction Agreement.
The
Amendment modified certain termination rights for both the Company
and the Sellers' Representative. Both the Company and the Sellers'
Representative have the right to terminate the Transaction
Agreement if the Closing does not occur on or before September 12,
2021, as set forth in the Amendment.
The
Amendment also modified Schedule 8.10 of the Transaction Agreement
which allocates equity compensation post-closing to a list of
Sellers' employees provided by Sellers'
Representative.
The
foregoing description of the Amendment does not purport to be
complete and is qualified in its entirety by the Amendment, a copy
of which is attached to this Current Report on Form 8-K as Exhibit
2.1, and incorporated herein by reference
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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2.1*
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Second
Amendment to Plan of Merger and Equity Purchase Agreement, dated
July 20, 2021
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Schedules have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. The registrant hereby undertakes to furnish copies
of any of the omitted schedules upon request by the U.S. Securities
and Exchange Commission.
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.
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.
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RUMBLEON, INC.
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Date: July 26, 2021
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By:
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/s/ Marshall Chesrown
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Marshall Chesrown
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Chief Executive Officer
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Exhibit 2.1
SECOND AMENDMENT TO PLAN OF MERGER AND EQUITY PURCHASE
AGREEMENT
This Second Amendment to Plan of
Merger and Equity Purchase Agreement (this “Amendment”), dated July
20, 2021, is entered into by and among RumbleOn, Inc., a Nevada
corporation (the “Purchaser”), RO Merger
Sub I, Inc., an Arizona corporation and wholly owned subsidiary of
Purchaser (“Merger
Sub I”), RO Merger Sub II, Inc., an Arizona
corporation and wholly owned subsidiary of Purchaser
(“Merger Sub
II”), RO Merger Sub III, Inc., an Arizona corporation
and wholly owned subsidiary of Purchaser (“Merger Sub III”), RO
Merger Sub IV, Inc., an Arizona corporation and wholly owned
subsidiary of Purchaser (“Merger Sub IV”), RO
Merger Sub V, Inc., a Delaware corporation and wholly owned
subsidiary of Purchaser (“Merger Sub V” and
together with Merger Sub I, Merger Sub II, and Merger Sub III, and
Merger Sub IV, the “Merger Subs”), C&W
Motors, Inc., an Arizona corporation, CMG Powersports, Inc., a
Delaware corporation (“CMG Powersports”), Metro
Motorcycle, Inc., an Arizona corporation, Tucson Motorcycles, Inc.,
an Arizona corporation, and Tucson Motorsports, Inc., an Arizona
corporation, William Coulter, an individual (“Coulter”), Mark Tkach, an
individual (“Tkach” and together with
Coulter, the “Principal Owners”), and
each other Person who owns an Equity Interest (as defined below) in
any Transferred Entity (as defined below) and executes a Seller
Joinder (as defined below) (together with the Principal Owners, the
“Sellers” and each, a
“Seller”), and Mark Tkach,
as the representative of the Sellers (the “Sellers’
Representative”). Capitalized terms used but not
otherwise defined herein shall have the respective meanings
assigned thereto in the Purchase Agreement (as defined
below).
RECITALS
WHEREAS, Purchaser,
the Merger Subs, the Principal Owners, Sellers’
Representative, and the other parties signatory thereto entered
into that certain Plan of Merger and Equity Purchase Agreement,
dated as of March 12, 2021, and that certain Joinder and First
Amendment to Plan of Merger and Equity Purchase Agreement, dated as
of June 17, 2021 (collectively, as amended, the “Purchase Agreement”);
and
WHEREAS, the
Parties hereto wish to further amend the Purchase Agreement to (a)
modify the terms under which either the Purchaser or Sellers’
Representative may terminate the Purchase Agreement by extending
the Outside Closing Date provided in Section 12.1(b)(i) of the
Purchase Agreement and (b) update Schedule 8.10 thereto to reflect
additional restricted stock units to be issued at or prior to the
Closing.
NOW,
THEREFORE, in consideration of the premises, the mutual covenants
set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the
Parties hereby agree as follows:
1. Amendment
of Schedule 8.10. Schedule 8.10 to the Purchase Agreement is
hereby deleted in its entirety and replaced with Schedule 8.10
attached hereto.
2. Amendment of
Section 12.1(b)(i). Section 12.1(b)(i) of the Purchase
Agreement is hereby deleted in its entirety and replaced with the
following:
“(i)
the Closing has not
occurred by September 12, 2021 (the “Outside Closing Date”);
provided, that the right to terminate under this Section 12.1(b)(i) shall not be
available to any Party whose breach of its obligations, covenants,
representations or warranties has been the primary cause of the
failure to consummate the transactions by the Outside Closing Date;
provided, further, that if the Closing has not occurred by the
Outside Closing Date solely as a result of a failure to obtain
approval of any Factory, Sellers’ Representative may, in his
sole discretion, extend the Outside Closing Date until thirty (30)
days following the final resolution of any and all proceedings with
a Factory;”
3. Purchase
Agreement Otherwise Unchanged. Except as expressly provided
herein, the Purchase Agreement shall remain unchanged and in full
force and effect. Each reference to “this Agreement” or
“the Purchase Agreement” and words of similar import in
the Purchase Agreement and in the agreements and other documents
contemplated by the Purchase Agreement shall be a reference to the
Purchase Agreement, as amended hereby, and as the same may be
further amended, restated, supplemented and otherwise modified and
in effect from time to time.
4. Governing Law; Jury
Trial. This Amendment shall be governed by and interpreted
in accordance with the same laws and in the same manner as the
Purchase Agreement and Sections 11.1 and 13.7 of the Purchase
Agreement are incorporated herein by reference, mutatis mutandis.
5. Miscellaneous.
This Amendment shall be binding upon and inure to the benefit of
each party to the Purchase Agreement and its successors and
permitted assigns. The headings in this Amendment are for reference
only and shall not affect the meaning or interpretation of this
Amendment. This Amendment may be executed in counterparts, each of
which is deemed an original, but all of which constitute one and
the same instrument. Delivery of an executed counterpart of this
Amendment electronically, via email or .pdf, or by facsimile shall
be effective as delivery of an original executed counterpart of
this Amendment
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IN WITNESS WHEREOF, the Parties have
executed this Amendment as of the date and year first set forth
above.
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PURCHASER:
RUMBLEON,
INC.
By:
/s/ Marshall
Chesrown
Name:
Marshall Chesrown
Title:
Chairman of the Board and Chief Executive Officer
SELLERS:
By:
/s/ Mark
Tkach
Name:
Mark Tkach
SELLERS’ REPRESENTATIVE, on behalf
of the Sellers
By:
/s/ Mark
Tkach
Name:
Mark Tkach
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MERGED
ENTITIES:
C&W MOTORS, INC.,
an
Arizona corporation
By:
/s/ William
Coulter
Name:
William Coulter
Title:
Authorized Officer
METRO MOTORCYCLE, INC.,
an
Arizona corporation
By:
/s/ William
Coulter
Name:
William Coulter
Title:
Authorized Officer
TUCSON MOTORCYCLES, INC.,
an
Arizona corporation
By:
/s/ William
Coulter
Name:
William Coulter
Title:
Authorized Officer
TUCSON MOTORSPORTS, INC.,
an
Arizona corporation
By:
/s/ William
Coulter
Name:
William Coulter
Title:
Authorized Officer
CMG POWERSPORTS, INC.,
a
Delaware corporation
By:
/s/ William
Coulter
Name:
William Coulter
Title:
Authorized Officer
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MERGER
SUBS:
RO MERGER SUB I, INC.,
an
Arizona corporation
By:
/s/ Marshall
Chesrown
Name:
Marshall Chesrown
Title:
President
RO MERGER SUB II, INC.,
an
Arizona corporation
By:
/s/ Marshall
Chesrown
Name:
Marshall Chesrown
Title:
President
RO MERGER SUB III, INC.,
an
Arizona corporation
By:
/s/ Marshall
Chesrown
Name:
Marshall Chesrown
Title:
President
RO MERGER SUB IV, INC.,
an
Arizona corporation
By:
/s/ Marshall
Chesrown
Name:
Marshall Chesrown
Title:
President
RO MERGER SUB V, INC.,
a
Delaware corporation
By:
/s/ Marshall
Chesrown
Name:
Marshall Chesrown
Title:
President
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