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 30, 2021

RumbleOn, Inc.

(Exact name of registrant as specified in its charter)

Nevada<br><br><br>(State or other jurisdiction<br><br><br>of incorporation)	001-38248<br><br><br>(Commission<br><br><br>File Number)	46-3951329<br><br><br>(I.R.S. Employer<br><br><br>Identification No.)
901 W. Walnut Hill Lane		75038
Irving, Texas		(Zip Code)
(Address of principal executive offices)

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<br>of each class	Trading<br>Symbol(s)	Name of<br>each exchange on which registered
Class B<br>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 (§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 5.07. Submission of Matters to Vote of Security Holders.

The following matters were voted upon at the Special Meeting of Stockholders of RumbleOn, Inc. (the “Company”) held on July 30, 2021 (the “Special Meeting”). Each stockholder of Class A Common Stock was entitled to ten votes on each matter properly presented at the Special Meeting for each share of Class A Common Stock owned by that stockholder on the record date. Each stockholder of Class B Common Stock was entitled to one vote on each matter properly presented at the Special Meeting for each share of Class B Common Stock owned by that stockholder on the record date.

Proposal 1 – A proposal to approve the issuance of shares of RumbleOn Class B Common Stock in connection with the business combination of the Company and RideNow (the “Transaction”).

Class A Common Stock

Votes For	Votes Against	Abstain
50,000	0	0

Class B Common Stock

Votes For	Votes Against	Abstain
2,002,720	9,195	237

Proposal 2 – A proposal to amend RumbleOn's Articles of Incorporation to increase the number of shares of authorized Class B Common Stock from 4,950,000 to 100,000,000 shares.

Class A Common Stock

Votes For	Votes Against	Abstain
50,000	0	0

Class B Common Stock

Votes For	Votes Against	Abstain
1,976,381	34,489	1,282

Proposal 3 - A proposal to amend RumbleOn's 2017 Stock Incentive Plan (the “Incentive Plan”) to increase the number of shares of Class B Common Stock issuable thereunder from 700,000 to 2,700,000 shares and to extend the Incentive Plan for an additional ten years.

Class A Common Stock

Votes For	Votes Against	Abstain
50,000	0	0

Class B Common Stock

Votes For	Votes Against	Abstain
1,538,697	472,743	712

Proposal 4 – A proposal to approve an adjournment of the Special Meeting, if necessary, to solicit additional proxies in favor of the foregoing proposals.

Class A Common Stock

Votes For	Votes Against	Abstain
50,000	0	0

Class B Common Stock

Votes For	Votes Against	Abstain
1,944,518	66,798	836

There were no broker non-votes on these proposal.

Item 8.01. Other Events.

On July 30, 2021, the Company issued a press release announcing that the Company’s stockholders approved the Transaction. A copy of the press release is attached as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press<br>Release dated July 30, 2021

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 30, 2021	By:	/s/ Marshall Chesrown
		Marshall Chesrown
		Chief Executive Officer

rmbl_ex991

Exhibit 99.1

RumbleOn Stockholders Approve Business Combination with RideNow

DALLAS, TX July 30, 2021 - 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 announced that in the special meeting of stockholders held today, its stockholders voted to approve the proposed business combination with RideNow (the “Transaction”) and related proposals.

The Transaction is expected to close during the third quarter, subject to the satisfaction of customary closing conditions.

Together, the combined company will have a dominant position in a $100+ billion market. The end-to-end platform will enable the combined company to reach more consumers in a secularly growing - yet still highly fragmented market, that is benefitting from changing consumer behavior. The Transaction is expected to propel revenue growth and drive meaningful cost synergies, leading to improved monetization and margin expansion.

About RumbleOn

Founded in 2017, RumbleOn (NASDAQ:RMBL) is an ecommerce company using innovative technology to aggregate and distribute pre-owned automotive and powersport vehicles to and from both consumers and dealers, 100% online. RumbleOn is disrupting the pre-owned vehicle supply chain by providing dealers with technology solutions such as virtual inventory, and a 24/7 distribution platform, and consumers with an efficient, timely and transparent transaction experience. Whether buying, selling, trading or financing a vehicle, RumbleOn enables dealers and consumers to transact without geographic boundaries in a transparent, fast and friction-free experience. For more information, please visit http://www.rumbleon.com.

About RideNow

Founded in 1983, RideNow has grown into the largest powersports retailer group in the United States through its dealership consolidation strategy. RideNow complements its vehicle sales with complete parts, service, accessories, and after sales offerings. For more information, please visit https://www.ridenow.com.

Forward Looking Statements

Certain statements made in this press release 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 press release regarding the proposed transactions contemplated by the definitive agreement, 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) failure to obtain the OEM approvals; (4) the inability to complete the Transaction, including due to failure to obtain certain regulatory approvals, or satisfy other conditions to closing in the definitive agreement; (5) the impact of 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 operation, 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 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.

Investor Relations:

The Blueshirt Group

Hilary Sumnicht

investors@rumbleon.com

SOURCE: RumbleOn, Inc