RumbleOn, Inc. Files 8-K: Material Agreement & Equity Sales

TL;DR

RumbleOn dropped an 8-K on Dec 19th - looks like a big deal agreement and some stock sales.

AI Summary

On December 19, 2024, RumbleOn, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and other events, indicating significant corporate activity for the company.

Why It Matters

This filing signals a significant corporate action, potentially involving new agreements or the issuance of stock, which could impact the company's financial structure and future operations.

Risk Assessment

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

Key Players & Entities

• RumbleOn, Inc. (company) — Registrant
• December 19, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — which registered Class B Common Stock, $0.001 par value RMBL The Nasdaq Stock Market
• $4.18 — B common stock at an exercise price of $4.18 per share (the "Backstop Securities") f
• $1.5 million — gregate purchase price of approximately $1.5 million (the "Backstop Private Placement"). The
• $10.0 million — tion period of its previously announced $10.0 million rights offering (the "Rights Offering")

Filing Documents

• rmbl-20241219.htm (8-K) — 31KB
• rmbl-registrationrightsagr.htm (EX-10.1) — 115KB
• rmbl-pressreleasexfinaliza.htm (EX-99.1) — 11KB
• a2020_rumblexonxwordmarkxr.jpg (GRAPHIC) — 673KB
• rmbl-20241219_g1.jpg (GRAPHIC) — 59KB
• 0001596961-24-000130.txt ( ) — 1369KB
• rmbl-20241219.xsd (EX-101.SCH) — 2KB
• rmbl-20241219_lab.xml (EX-101.LAB) — 22KB
• rmbl-20241219_pre.xml (EX-101.PRE) — 13KB
• rmbl-20241219_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. In connection with the previously announced Backstop Private Placement (as defined below), on December 19, 2024, RumbleOn, Inc. (the "Company") entered into a registration rights agreement (the "Registration Rights Agreement") by and among the Company and the Investors (as defined below) granting the Investors registration rights in respect of certain shares (the "Registrable Securities") of Class B common stock, par value $0.001 per share (the "Class B common stock"), as required under the Support and Standby Purchase Agreement (as defined below). Pursuant to the Registration Rights Agreement, the Company has agreed to file a resale registration statement for the Registrable Securities as soon as practicable after the execution of the Registration Rights Agreement, and to use commercially reasonable efforts to cause it to become effective as soon as possible after such filing, but in no event later than sixty (60) days after the date of such filing. The Registration Rights Agreement also contains indemnification and other provisions customary for transactions of this nature. The foregoing description of the Registration Rights Agreement is qualified in its entirety by reference to the full text of the Registration Rights Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated by reference herein.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On December 19, 2024, under the terms of the previously announced backstop private placement pursuant to that certain Support and Standby Purchase Agreement dated as of November 26, 2024 (the "Support and Standby Purchase Agreement"), among the Company, Stone House Capital Management, LLC, which is a holder of Class B common stock, and is managed by Mark Cohen, a member of the board of directors of the Company (together with its affiliates, "Stone House" or "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 Company issued and sold to the Standby Purchaser 349,333 shares of Class B common stock at an exercise price of $4.18 per share (the "Backstop Securities") for an aggregate purchase price of approximately $1.5 million (the "Backstop Private Placement"). The Backstop Securities represent the shares of the Company's Class B common stock that remained unsubscribed for by the stockholders of the Company as of the expiration of the subscription period of its previously announced $10.0 million rights offering (the "Rights Offering"). Following the completion of the Rights Offering and the Backstop Private Placement, the Company has approximately 37,713,298 shares of its Class B common stock outstanding, among which, Stone House holds 7,075,815 shares of Class B common stock, representing 18.76% of Class B common stock outstanding, Mark Tkach holds 6,842,823 shares of Class B common stock, representing 18.14% of Class B common stock outstanding, and William Coulter holds 6,749,453 shares of Class B common stock, representing 17.90% of Class B common stock outstanding. The issuance and sale of the Backstop Securities to the Standby Purchaser was made in reliance on the exemption from registration provided

01. Other Events

Item 8.01. Other Events. On December 17, 2024, the Company issued a press release announcing the final results of the Rights Offering. The full text of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits Exhibit Description 10.1 Registration Rights Agreement dated December 19, 2024 99.1 Press Release dated December 17, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).

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: December 19, 2024 By: /s/ Brandy Treadway Brandy Treadway Chief Legal Officer

View Full Filing

View this 8-K filing on SEC EDGAR