RumbleOn Files 8-K: Agreements, Equity Sales, and Exhibits

TL;DR

RumbleOn dropped an 8-K: new deals, sold some stock, and filed financials. Keep an eye on this.

AI Summary

On November 26, 2024, RumbleOn, Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, reported unregistered sales of equity securities, and disclosed other events. The filing also included financial statements and exhibits.

Why It Matters

This 8-K filing provides crucial updates on RumbleOn's recent business activities, including new agreements and equity transactions, which could impact its financial standing and future operations.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• RumbleOn, Inc. (company) — Registrant
• November 26, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — hich registered Class B Common Stock, $0.001 par value RMBL The Nasdaq Stock Mar
• $10.0 million — r thing s: the Company will conduct a $10.0 million fully backstopped registered rights off
• $10.0 m — to receive aggregate gross proceeds of $10.0 million, less expenses related to the Rig
• $4.18 — es of Class B common stock, at price of $4.18 per share (the "Subscription Price"). E

Filing Documents

• ea0222617-8k_rumble.htm (8-K) — 48KB
• ea022261701ex4-1_rumble.htm (EX-4.1) — 35KB
• ea022261701ex5-1_rumble.htm (EX-5.1) — 13KB
• ea022261701ex10-1_rumble.htm (EX-10.1) — 173KB
• ea022261701ex99-1_rumble.htm (EX-99.1) — 33KB
• ea022261701ex99-2_rumble.htm (EX-99.2) — 10KB
• ea022261701ex99-3_rumble.htm (EX-99.3) — 10KB
• ea022261701ex99-4_rumble.htm (EX-99.4) — 9KB
• ea022261701ex99-5_rumble.htm (EX-99.5) — 10KB
• ea022261701ex99-6_rumble.htm (EX-99.6) — 21KB
• ea022261701ex99-7_rumble.htm (EX-99.7) — 16KB
• image_001.jpg (GRAPHIC) — 5KB
• ex99-7_001.jpg (GRAPHIC) — 16KB
• 0001213900-24-102869.txt ( ) — 681KB
• rmbl-20241126.xsd (EX-101.SCH) — 3KB
• rmbl-20241126_lab.xml (EX-101.LAB) — 33KB
• rmbl-20241126_pre.xml (EX-101.PRE) — 22KB
• ea0222617-8k_rumble_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On November 26, 2024, RumbleOn, Inc. (the "Company") entered into a Support and Standby Purchase Agreement (the "Support and Standby Purchase Agreement") with Stone House Capital Management, LLC, which is a holder of Class B common stock, par value $0.001 per share (the "Class B common stock") and is managed by Mark Cohen, a member of the board of directors of the Company (together with its affiliates, the "Standby Purchaser"), and Mark Tkach and William Coulter, each of whom is a holder of Class B common stock and a member of the board of directors of the Company (collectively, the "Support Purchasers" and, together with the Standby Purchaser, the "Investors"). The Support and Standby Purchase Agreement provides that, among other thing s: the Company will conduct a $10.0 million fully backstopped registered rights offering (the "Rights Offering") at the aggregate Subscription Price (as defined below) each Support Purchaser will exercise all of his respective Subscription Rights (as defined below) in full prior to the expiration of the Rights Offering; and the Standby Purchaser will, within two business days after the closing of the Rights Offering, purchase from the Company in a private placement (the "Backstop Private Placement") any shares of Class B common stock included in the Rights Offering that were not subscribed for and purchased by Eligible Stockholders (as defined below) (the "Backstop Securities") at the same per share Subscription Price payable by Eligible Stockholders who elected to exercise their Subscription Rights in the Rights Offering. The Support and Standby Purchase Agreement contains customary representations from the Company, on the one hand, and the Investors, on the other hand. It also contains customary covenants on the part of the parties, including, but not limited to, covenants relating to the Rights Offering being completed in accordance with the terms and conditions of the

02 Unregistered Sales of Equity Securities

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. The Standby Purchaser 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. In connection with the Support and Standby Purchase Agreement, other than reimbursement of legal and other fees by the Company, the Investors will not receive any fees or other consideration. 1

01. Other Events

Item 8.01. Other Events. Commencement of Rights Offering On November 26, 2024, the Company commenced the Rights Offering. The Company expects to receive aggregate gross proceeds of $10.0 million, less expenses related to the Rights Offering. The net proceeds from the Rights Offering will be used for general corporate purposes which may include repayment of the Company's convertible senior 6.75% promissory notes due January 1, 2025. The proceeds raised will also satisfy, in part, the additional capital financing obligations of the Company pursuant to Amendment No. 9 dated November 11, 2024 to that certain term loan agreement entered into on August 21, 2021 by and among, the Company, certain subsidiaries, Oaktree Fund Administration, LLC, as administrative agent and collateral agent, and certain other lenders thereto. Pursuant to the Rights Offering, the Company will distribute at no charge to the holders of (i) its Class A common stock, par value $0.001 per share ("Class A common stock", together with the Class B common stock, the "common stock"), and (ii) Class B common stock, in each case as of the close of business on November 25, 2024 (the "Record Date"), non-transferable subscription rights (the "Subscription Rights") to purchase up to 2,392,344 shares of Class B common stock, at price of $4.18 per share (the "Subscription Price"). Each holder of common stock will receive one Subscription Right for each share of the common stock owned as of the Record Date. Each Subscription Right entitles the holder to purchase 0.0677 shares of Class B common stock. All holders of the common stock as of the Record Date (together, the "Eligible Stockholders") will have the opportunity to participate in the Rights Offering and subscribe for newly issued shares of common stock in proportion to their respective ownership amount as of the Record Date. The Company will not issue any fractional shares of Class B common stock in the Rights Offering. Accordingly, as each Subscription

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1 Form of Rights Certificate 5.1 Opinion of Snell & Wilmer L.L.P. 10.1 Support and Standby Purchase Agreement, dated as of November 26, 2024, by and among the Company, Mark Tkach, William Coulter and Stone House Capital Management, LLC 23.1 Consent of Snell & Wilmer L.L.P. (included in Exhibit 5.1) 99.1 Instructions as to Use of Subscription Rights Certificate 99.2 Form of Notice to Stockholders Who Are Record Holders 99.3 Form of Notice to Stockholders Who Are Acting as Nominees 99.4 Form of Notice to Clients of Stockholders Who Are Acting as Nominees 99.5 Form of Nominee Holder Certification 99.6 Form of Beneficial Owner Election Form 99.7 Press Release dated November 26, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

SIGNATURES

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: November 26, 2024 By: /s/ Tiffany Kice Tiffany Kice Chief Financial Officer 5

View Full Filing

View this 8-K filing on SEC EDGAR