RumbleON (RMBL) 8-KRumbleOn Announces Planned $100 Million Fully Backstopped Rights Offering

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): August 8, 2023

RumbleOn, Inc.

(Exact Name of Registrant as Specified in its Charter)

(214) 771-9952

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

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 1.01 Entry into a Material Definitive Agreement.

Standby Purchase Agreement

On August 8, 2023 (the “Effective Date”), RumbleOn, Inc., a Nevada corporation (the “Company” or “RumbleOn”), entered into a Standby Purchase Agreement (the “Purchase Agreement”) with Mark Tkach (“Tkach”), William Coulter (“Coulter”) and Stone House Capital Management, LLC, a Delaware limited liability company (“Stone House” and, collectively with Tkach and Coulter, the “Standby Purchasers”). The Purchase Agreement provides that, among other things:

The Purchase Agreement contains customary representations from the Company, on the one hand, and the Standby Purchasers, severally and not jointly, on the other hand. It also contains customary covenants on the part of the parties, including, but not limited to, covenants relating to the filing and effectiveness of the registration statement relating to the Rights Offering, the listing of the Class B common stock sold to the Standby Purchasers on Nasdaq, public announcements, and indemnification. Under the Purchase Agreement, the Standby Purchasers acknowledged that any shares of Class B common stock sold to them have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold absent registration or an available exemption. The Purchase Agreement does not provide any registration rights to the Standby Purchasers in respect of any Backstop Securities that may be sold to them.

Pursuant to the terms of the Purchase Agreement, the Backstop Private Placement is expected to close no later than two business days after the closing of the Rights Offering. Completion of the Backstop Private Placement is subject to customary closing conditions, including completion of the Rights Offering and the accuracy as of the closing of the representations and warranties made by each party. The Purchase Agreement contains customary termination rights for each of the Company and the Standby Purchasers, including provisions contemplating that it may be terminated (i) by mutual written consent of such parties; (ii) by either such party upon the other party’s uncured material breach of any obligation under the Purchase Agreement; (iii) by the Company, if it determines not to proceed with the Rights Offering or (iv) by the Standby Purchasers, if the proposed Rights Offering has not been consummated by December 1, 2023.

Subject to the terms and conditions of the Purchase Agreement, the Company has also agreed to provide Stone House with the right to designate one nominee to the Board of Directors of the Company not later than 60 days after the date of the Purchase Agreement.

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the full text of the document, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 above with regard to the Backstop Private Placement is incorporated herein by reference.

The Company expects the issuance of the Backstop Securities to be made in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act for a transaction by an issuer not involving any public offering. Each of the Standby Purchasers has represented that it is an “accredited investor” and that it is acquiring the Backstop Securities for investment only and not with a view to, or for resale in connection with, any distribution thereof not in compliance with applicable securities laws.

The Company does not expect to pay or give, directly or indirectly, any commission or other remuneration, including underwriting discounts and commissions, in connection with the issuance of the Backstop Securities.

Item 8.01 Other Events.

The Company issued a press release announcing the proposed Rights Offering and entry into the Purchase Agreement in connection with the Backstop Private Placement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Forward-Looking Statements

This Current Report on Form 8-K contains statements that constitute “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, but are not limited to, those regarding the Company’s plans to launch the Rights Offering, the transactions contemplated by the Purchase Agreement, the anticipated final terms, timing and completion of the proposed Rights Offering and proposed Backstop Private Placement, the use of proceeds from the proposed Rights Offering and proposed Backstop Private Placement and other matters. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “continues,” “could,” “estimates,” “expects,” “intends,” “hopes,” “may,” “plan,” “possible,” “potential,” “predicts,” “projects,” “should,” “targets,” “would” and similar expressions, although not all forward-looking statements contain these identifying words. Such statements are subject to numerous important factors, risks and uncertainties that may cause actual events or results to differ materially from current expectations and beliefs, including, but not limited to, risks and uncertainties related to: whether the proposed transactions will be completed in a timely manner, or at all; the risk that all of the closing conditions under the Purchase Agreement will not be satisfied; the occurrence of any event, change or other circumstance that could cause the Company not to proceed with the Rights Offering or give rise to the termination of the Purchase Agreement; the determination of the final terms of the proposed Rights Offering and proposed Backstop Private Placement; market and other conditions; the satisfaction of customary closing conditions related to the proposed Rights Offering; risks related to the diversion of management’s attention from RumbleOn’s ongoing business operations; the impact of general economic, industry or political conditions in the United States or internationally, as well as the other risk factors set forth under the caption “Risk Factors” in RumbleOn’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023, RumbleOn’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 and in any other subsequent filings made with the SEC by RumbleOn. There can be no assurance that RumbleOn will be able to complete the proposed Rights Offering and proposed Backstop Private Placement on the anticipated terms, or at all. Any forward-looking statements contained in this Current Report on Form 8-K speak only as of the date hereof, and RumbleOn specifically disclaims any obligation to update 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

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.