RideNow Group, Inc 8-K, filed Jan 9, 2020
RideNow Group, Inc. (RDNW)
8-K
2020-01-09
For: 2020-01-09
View Original
Added on
July 04, 2026
About this 8-K
RideNow Group, Inc filed this 8-K on January 9, 2020.
Items reported
- Item 8.01: Other events
- Item 9.01: Financial statements and exhibits
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): January 9,
2020
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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Irving, Texas
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75038
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(Address of Principal Executive Offices)
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(Zip Code)
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(469) 250-1185
(Registrant’s Telephone Number, Including Area
Code)
1350 Lakeshore Drive
Suite 160
Coppell, Texas 75019
(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:
☐
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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Class B
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 8.01. Other Events.
On January
9, 2020, RumbleOn, Inc. (the "Company") announced that it is
proposing to offer and sell, subject to market conditions, shares
of its Class B Common Stock in an underwritten public offering. The
final terms of the offering will depend on market and other
conditions at the time of pricing, and there can be no assurance as
to whether or when the offering may be completed, or as to the
actual size or terms of the offering. A copy of the press release
announcing the underwritten public offering is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form 8-K, including the
press release, contains “forward-looking statements”
within the meaning of the Private Securities Litigation Reform Act
of 1995 regarding the proposed offering and the intended use of
proceeds from the offering. The offering is subject to market and
other conditions, and there can be no assurance as to whether or
when the offering may be completed, or as to the actual size or
terms of the offering. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which are based on our expectations as of the date of the press
release and speak only as of the date of the press release and are
advised to consider the factors listed above together with the
additional factors under the heading “Forward-Looking
Statements” and “Risk Factors” in the
Company’s Annual Report on Form 10-K for the year ended
December 31, 2018, as may be supplemented or amended by the
Company’s Quarterly Reports on Form 10-Q and other filings
with the SEC. We undertake no obligation to publicly update or
revise any forward-looking statement, whether as a result of new
information, future events or otherwise, except as required by
law.
Item 9.01. Financial Statements and
Exhibits.
(d) Exhibits
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Exhibit
No.
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Description
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Press
Release, dated January 9, 2020
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2
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:
January 9, 2020
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By:
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/s/
Steven R. Berrard
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Steven
R. Berrard
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Chief
Financial Officer
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3
Exhibit 99.1
RumbleOn, Inc. Announces Proposed Public Offering
Dallas, Texas, January 9, 2020 – RumbleOn, Inc. (Nasdaq:
RMBL) (the
“Company”), the e-commerce
company using innovative technology to simplify how dealers and
consumers buy, sell, trade, or finance pre-owned
vehicles, today
announced that it is proposing
to offer and sell, subject to market conditions, shares of its
Class B Common Stock in an underwritten public offering. The
Company expects to grant the underwriter a 30-day option to
purchase up to an additional 15 percent of the shares of Class B
Common Stock offered in the public offering to cover
over-allotments, if any. All of the Class B Common Stock is being
offered by the Company.
In addition, certain convertible bond holders have proposed to
exchange up to $25 million of the Company's 6.75% Convertible
Senior Notes due 2024 for new 6.75% Convertible Senior Notes due in
2025 (the “New Notes”) and purchase up to $7.5 million
of additional New Notes. Each of the proposed public offering and
note exchange are contingent on the successful completion of
both.
RumbleOn intends to use the net
proceeds from the offering and the note exchange for
working capital and general corporate
purposes, which may include further technology development, increased spending
on marketing and advertising and capital expenditures necessary to
further grow the business. The final terms of the offering will
depend on market and other conditions at the time of pricing, and
there can be no assurance as to whether or when the offering may be
completed, or as to the actual size or terms of the
offering.
National Securities Corporation, a wholly owned subsidiary of
National Holdings Corporation (NasdaqCM:NHLD) is acting as sole
book running manager for the offering.
A shelf registration statement relating to the shares of Class B
Common Stock being offered was filed with the U.S. Securities and
Exchange Commission (SEC) on Form S-3 (Reg. No. 333-234340) and was
declared effective by the SEC on October 31, 2019. Any offer will
be made only by means of a prospectus supplement and accompanying
base prospectus forming a part of the effective registration
statement. Copies of the preliminary prospectus supplement and the
accompanying base prospectus relating to the offering may be
obtained by request to the offices of National Securities
Corporation, Attn: Charles Wanyama, Syndicate, 200 Vesey St,
25th Floor, New York, NY 10281, Telephone:
(212)-417-3634; Email: prospectusrequest@nationalsecurities.com;or
on the SEC’s website at http://www.sec.gov.
A final prospectus supplement describing the terms of the offering
will be filed with the SEC. This press release shall not
constitute an offer to sell or a solicitation of an offer to buy,
nor shall there be any sale of these securities in any state or
jurisdiction in which such an offer, solicitation or sale is not
permitted.
About RumbleOn, Inc.
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.
Cautionary Note on Forward-Looking Statements
This press release contains “forward-looking
statements” within the meaning of the Private Securities
Litigation Reform Act of 1995 regarding the proposed offering and
the intended use of proceeds from the offering. The offering is
subject to market and other conditions, and there can be no
assurance as to whether or when the offering may be completed, or
as to the actual size or terms of the offering. 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 above
together with the additional factors under the heading
“Forward-Looking Statements” and “Risk
Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2018, as may be supplemented or
amended by the Company’s Quarterly Reports on Form 10-Q and
other filings with the SEC. We undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except as required
by law.
Investor Relations:
The Blueshirt Group:
Whitney Kukulka
Investors@rumbleon.com
Source: RumbleOn, Inc.