8-K

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)

001-38248	46-3951329
(Commission File<br>Number)	(I.R.S. Employer Identification<br>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<br>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 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

Exhibit No.	Description
2.1*	Second<br>Amendment to Plan of Merger and Equity Purchase Agreement, dated<br>July 20, 2021

* 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.

	RUMBLEON, INC.
Date: July 26, 2021	By:	/s/ Marshall Chesrown
		Marshall Chesrown
		Chief Executive Officer

rmbl_ex21

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

* * * * *

IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date and year first set forth above.

PURCHASER:<br><br><br><br><br>RUMBLEON,<br>INC.<br><br><br><br><br><br><br><br><br>By:<br>/s/ Marshall<br>Chesrown<br><br><br>Name:<br>Marshall Chesrown<br><br><br>Title:<br>Chairman of the Board and Chief Executive Officer<br><br><br><br><br><br><br><br><br><br><br><br>SELLERS:<br><br><br><br><br><br><br><br><br>By:<br>/s/ Mark<br>Tkach<br><br><br>Name:<br>Mark Tkach<br><br><br><br><br><br><br><br><br><br><br><br>SELLERS’ REPRESENTATIVE, on behalf<br>of the Sellers<br><br><br><br><br><br><br><br><br>By:<br>/s/ Mark<br>Tkach<br><br><br>Name:<br>Mark Tkach
MERGED<br>ENTITIES:<br><br><br><br><br><br>C&W MOTORS, INC.,<br><br><br>an<br>Arizona corporation<br><br><br><br><br><br><br><br><br>By:<br>/s/ William<br>Coulter<br><br><br>Name:<br>William Coulter<br><br><br>Title:<br>Authorized Officer<br><br><br><br><br><br><br><br><br>METRO MOTORCYCLE, INC.,<br><br><br>an<br>Arizona corporation<br><br><br><br><br><br><br><br><br>By:<br>/s/ William<br>Coulter<br><br><br>Name:<br>William Coulter<br><br><br>Title:<br>Authorized Officer<br><br><br><br><br><br><br><br><br>TUCSON MOTORCYCLES, INC.,<br><br><br>an<br>Arizona corporation<br><br><br><br><br><br><br><br><br>By:<br>/s/ William<br>Coulter<br><br><br>Name:<br>William Coulter<br><br><br>Title:<br>Authorized Officer<br><br><br><br><br><br><br><br><br>TUCSON MOTORSPORTS, INC.,<br><br><br>an<br>Arizona corporation<br><br><br><br><br><br><br><br><br>By:<br>/s/ William<br>Coulter<br><br><br>Name:<br>William Coulter<br><br><br>Title:<br>Authorized Officer<br><br><br><br><br><br><br><br><br>CMG POWERSPORTS, INC.,<br><br><br>a<br>Delaware corporation<br><br><br><br><br><br><br><br><br>By:<br>/s/ William<br>Coulter<br><br><br>Name:<br>William Coulter<br><br><br>Title:<br>Authorized Officer
---
MERGER<br>SUBS:<br><br><br><br><br><br>RO MERGER SUB I, INC.,<br><br><br>an<br>Arizona corporation<br><br><br><br><br><br><br><br><br>By:<br>/s/ Marshall<br>Chesrown<br><br><br>Name:<br>Marshall Chesrown<br><br><br>Title:<br>President<br><br><br><br><br><br><br><br><br>RO MERGER SUB II, INC.,<br><br><br>an<br>Arizona corporation<br><br><br><br><br><br><br><br><br>By:<br>/s/ Marshall<br>Chesrown<br><br><br>Name:<br>Marshall Chesrown<br><br><br>Title:<br>President<br><br><br><br><br><br><br><br><br>RO MERGER SUB III, INC.,<br><br><br>an<br>Arizona corporation<br><br><br><br><br><br><br><br><br>By:<br>/s/ Marshall<br>Chesrown<br><br><br>Name:<br>Marshall Chesrown<br><br><br>Title:<br>President<br><br><br><br><br><br><br><br><br>RO MERGER SUB IV, INC.,<br><br><br>an<br>Arizona corporation<br><br><br><br><br><br><br><br><br>By:<br>/s/ Marshall<br>Chesrown<br><br><br>Name:<br>Marshall Chesrown<br><br><br>Title:<br>President<br><br><br><br><br><br><br><br><br>RO MERGER SUB V, INC.,<br><br><br>a<br>Delaware corporation<br><br><br><br><br><br><br><br><br>By:<br>/s/ Marshall<br>Chesrown<br><br><br>Name:<br>Marshall Chesrown<br><br><br>Title:<br>President
---