RideNow Group, Inc DEFA14A, filed May 26, 2023
RideNow Group, Inc. (RDNW)
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) May 26, 2023
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
| Nevada | 001-38248 | 46-3951329 | ||
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| 901 W. Walnut Hill Lane Irving, Texas |
75038 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (214) 771-9952
(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 | ||
| 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 (§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 8.01. Other Events.
On May 26, 2023, RumbleOn, Inc. (the “Company” or “RumbleOn”) issued a press release announcing that the Company has filed its preliminary proxy statement with the Securities and Exchange Commission ("SEC") in connection with its 2023 Annual Meeting of Stockholders (the "Annual Meeting"), to be held July 14, 2023. A copy of the Company’s press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. | Description | |
| 99.1 | Press release, dated May 26, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
Forward Looking Statements
This report may contain "forward-looking statements" as that term is defined under the Private Securities Litigation Reform Act of 1995. 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 report and speak only as of the date of this report. Readers are further advised to consider the factors listed under the headings "Forward-Looking Statements" and "Risk Factors" in the Company’s filings with the SEC, as they 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.
Important Information
RumbleOn has filed a preliminary proxy statement with the SEC in connection with the solicitation of proxies for the Annual Meeting. Any definitive proxy statement and a proxy card will be mailed to RumbleOn’s shareholders. RUMBLEON SHAREHOLDERS ARE URGED TO READ ANY PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These and other SEC filings made by RumbleOn may be obtained (when available) without charge at the SEC’s website at www.sec.gov and at the investor relations section of RumbleOn’s website at www.rumbleon.com. In addition, investors and security holders will be able to obtain free copies of these documents from RumbleOn by directing a request to Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Irving, Texas 75038.
Certain Information Concerning Participants
RumbleOn and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies under the rules of the SEC. RumbleOn’s stockholders may obtain information regarding the names, affiliations and interests of RumbleOn’s directors and executive officers in RumbleOn’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 16, 2023 (as amended by Form 10-K/A, which was filed with the SEC on April 28, 2023). These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the definitive proxy statement to be filed by RumbleOn with the SEC in connection with the Annual Meeting when it becomes available.
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: May 26, 2023 | By: | /s/ Marshall Chesrown |
| Marshall Chesrown | ||
| Chief Executive Officer | ||
2
Exhibit 99.1
RumbleOn Files Preliminary Proxy Statement as Board Continues to Seek Agreement with Dissident Stockholders to Avert a Costly Proxy Contest
Proxy Statement Details Extensive Efforts to Refresh Board and Enhance Corporate Governance
DALLAS, May 26, 2023 – (BusinessWire) – RumbleOn, Inc. (NASDAQ: RMBL) (“RumbleOn” or the “Company”), the nation’s first technology-based powersports platform, today announced that it has filed its preliminary proxy statement with the U.S. Securities and Exchange Commission (“SEC”) in connection with its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) to be held July 14, 2023.
The filing comes as the Board continues to seek an agreement in principle with two dissident stockholders and former directors, Bill Coulter and Mark Tkach, regarding a mutually agreeable settlement around certain governance changes at the company. The Company has filed the proxy statement in accordance with legal obligations, but has not closed the door on a potential settlement that is in the best interests of all stockholders before the Annual Meeting. The preliminary proxy statement filing details, among other things, the Company’s extensive efforts to refresh its Board of Directors (the “Board”) with new independent directors, enhance its corporate governance and leadership team, and reach an agreement with the two shareholders.
“The Board continues to focus exclusively on the best interests of all stockholders, and we are hopeful we can achieve a mutually acceptable agreement with Messrs. Coulter and Tkach prior to our Annual Meeting,” said Kevin Westfall, independent Board Chairman. “In the meantime, we encourage all stockholders to read the proxy statement to understand the extensive and thorough process our Board has undertaken to improve governance at the Company and enhance stockholder value.”
Among the key governance changes and steps to refresh the Board with qualified, diverse, and independent candidates include:
| ● | Separating the Chairman and CEO roles |
| ● | Appointing a new independent Chairman |
| ● | Adding Becca Polak as a new independent, qualified, and diverse director |
| ● | Removing a director and executive officer |
| ● | Replacing that director with Steven Pully, a nominee recommended by the dissidents |
| ● | Recommending all stockholders vote for Mr. Coulter and Melvin Flanigan, a candidate also recommended by the dissidents, for election to the Board at the Annual Meeting |
Stockholders of record as of the close of business on May 26, 2023, will be eligible to vote at the upcoming Annual Meeting.
About RumbleOn
RumbleOn is the nation’s first technology-based powersports platform. Headquartered in the Dallas Metroplex, RumbleOn provides the only technology-led platform in powersports with a broad footprint of physical locations, full-line manufacturer representation and high-quality used inventory to transform the entire customer experience. Our goal is to integrate the best of both the physical and digital and make the transition between the two seamless. To learn more please visit us online at https://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. 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. Readers are further advised to consider the factors listed under the headings “Forward-Looking Statements” and “Risk Factors” in the Company’s filings with the Securities and Exchange Commission, as they 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.
Important Information
RumbleOn has filed a preliminary proxy statement with the SEC in connection with the solicitation of proxies for the 2023 Annual Meeting of Stockholders. Any definitive proxy statement and a proxy card will be mailed to RumbleOn’s shareholders. RUMBLEON SHAREHOLDERS ARE URGED TO READ ANY PROXY STATEMENT AND OTHER RELEVANT MATERIALS IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. These and other SEC filings made by RumbleOn may be obtained (when available) without charge at the SEC’s website at www.sec.gov and at the investor relations section of RumbleOn’s website at www.rumbleon.com. In addition, investors and security holders will be able to obtain free copies of these documents from RumbleOn by directing a request to Investor Relations, RumbleOn, Inc., 901 W. Walnut Hill Lane, Irving, Texas 75038.
Certain Information Concerning Participants
RumbleOn and certain of its directors and executive officers may be deemed to be participants in the solicitation of proxies under the rules of the SEC. RumbleOn’s stockholders may obtain information regarding the names, affiliations and interests of RumbleOn’s directors and executive officers in RumbleOn’s Annual Report on Form 10-K for the year ended December 31, 2022, which was filed with the SEC on March 16, 2023 (as amended by Form 10-K/A, which was filed with the SEC on April 28, 2023). These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of these participants in any proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will also be included in the definitive proxy statement to be filed by RumbleOn with the SEC in connection with the Annual Meeting when it becomes available.
Investor Inquiries:
Dawn Francfort
ICR, Inc.
investors@rumbleon.com
Will Newell
investors@rumbleon.com
Media Inquiries:
Sydney Isaacs
Sydney.Isaacs@h-advisors.global
Tom Johnson
Tom.Johnson@h-advisors.global