RideNow Group, Inc 8-K, filed Jul 30, 2021
RideNow Group, Inc. (RDNW)
8-K
2021-07-30
For: 2021-07-30
View Original
Added on
April 12, 2026
About this 8-K
RideNow Group, Inc filed this 8-K on July 30, 2021.
Items reported
- Item 5.07: Shareholder vote results
- 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) July 30,
2021
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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001-38248
(Commission
File Number)
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46-3951329
(I.R.S. Employer
Identification No.)
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|
|
|
|
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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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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:
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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 (§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
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Votes For
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Votes Against
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Abstain
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50,000
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0
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0
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Class B Common Stock
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Votes For
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Votes Against
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Abstain
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2,002,720
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9,195
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237
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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
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Votes For
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Votes Against
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Abstain
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50,000
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0
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0
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Class B Common Stock
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Votes For
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Votes Against
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Abstain
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1,976,381
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34,489
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1,282
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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
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Votes For
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Votes Against
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Abstain
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50,000
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0
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0
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Class B Common Stock
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Votes For
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Votes Against
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Abstain
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1,538,697
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472,743
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712
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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
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Votes For
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Votes Against
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Abstain
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50,000
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0
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0
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Class B Common Stock
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Votes For
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Votes Against
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Abstain
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1,944,518
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66,798
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836
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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
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Exhibit No.
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Description
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Press
Release dated July 30, 2021
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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 30, 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 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