Rumble Inc. Files 8-K: Agreements, Equity Sales, Officer Changes

TL;DR

RUM filed an 8-K: new deals, sold stock, exec changes. Watch for dilution.

AI Summary

On February 7, 2025, Rumble Inc. filed an 8-K report detailing several key events. These include entering into a material definitive agreement, unregistered sales of equity securities, and changes in directors or officers, including compensatory arrangements. The filing also covers other events and financial statements/exhibits.

Why It Matters

This filing provides crucial updates on Rumble's corporate actions, including new agreements and potential equity dilution, which could impact investors and the company's strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and changes in officers, which can introduce uncertainty and potential dilution risks.

Key Numbers

• 11.50 — Warrant Exercise Price (The price at which redeemable warrants can be exercised for shares.)

Key Players & Entities

• Rumble Inc. (company) — Filer of the 8-K report
• February 7, 2025 (date) — Date of the earliest event reported
• 11.50 (dollar_amount) — Exercise price for redeemable warrants

FAQ

Key Financial Figures

• $0.0001 — tered Class A common stock, par value $0.0001 per share RUM The Nasdaq Global Mar
• $11.50 — A common stock at an exercise price of $11.50 per share RUMBW The Nasdaq Global M
• $775 m — strategic investment in the Company of $775 million, consisting of 103,333,333 newly
• $7.50 — r share ("Common Stock"), at a price of $7.50 per share (the "Investment"). The Compa
• $525 m — e accepted in full, for a total cost of $525 million, excluding fees and expenses rela
• $1,000,000 — s: (i) a one-time cash bonus payment of $1,000,000, to be paid on the Separation Date; (ii

Filing Documents

• ea0230278-8k_rumble.htm (8-K) — 44KB
• ea023027801ex10-1_rumble.htm (EX-10.1) — 120KB
• ea023027801ex99-1_rumble.htm (EX-99.1) — 18KB
• 0001213900-25-011371.txt ( ) — 440KB
• rum-20250207.xsd (EX-101.SCH) — 4KB
• rum-20250207_def.xml (EX-101.DEF) — 26KB
• rum-20250207_lab.xml (EX-101.LAB) — 36KB
• rum-20250207_pre.xml (EX-101.PRE) — 25KB
• ea0230278-8k_rumble_htm.xml (XML) — 6KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. Pursuant to the Transaction Agreement, at the Closing, the Company and Tether entered into a registration rights agreement (the "Registration Rights Agreement") to provide Tether with customary registration rights, including the obligation for the Company to file a registration statement on Form S-3 to register the resale of Tether's shares of Common Stock and to provide Tether with certain customary demand and piggyback registration rights. The foregoing description of the Registration Rights Agreement does not purport to be complete and is qualified in its entirety by reference to the Registration Rights Agreement, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

02. Unregistered Sales

Item 3.02. Unregistered Sales of Equity Securities. The information set forth in the Introductory Note above related to the Investment is hereby incorporated into this Item 3.02. The Company is relying on the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), afforded by Section 4(a)(2) thereof. The Investor represented that it is an "accredited investor" as defined in Rule 501(a) of Regulation D under the Securities Act.

02 Departure of Directors or Certain Officers; Election of

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As previously reported, Michael Ellis resigned as General Counsel and Corporate Secretary of the Company, effective upon the close of business on February 7, 2025 (the "Separation Date"), to pursue a position in government. In connection with Mr. Ellis' resignation, in recognition of his significant contributions to the Company, the Compensation Committee of the Board of Directors of the Company determined to provide Mr. Ellis with the following payment and benefits: (i) a one-time cash bonus payment of $1,000,000, to be paid on the Separation Date; (ii) accelerated vesting of all of Mr. Ellis' stock options and restricted stock units outstanding as of the Separation Date; and (iii) an extension of the post-termination exercise period of Mr. Ellis's stock options until the earlier of the fifth anniversary of the Separation Date and the original expiration date of the stock options.

01. Other Events

Item 8.01. Other Events On February 7, 2025, the Company issued a press release announcing the closing of the Transaction. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. - 1 -

Forward-Looking Statements

Forward-Looking Statements Certain statements in this Form 8-K (and the Exhibits hereto) constitute "forward-looking statements" within the meaning of the U.S. Private Securities Litigation Reform Act of 1995. Statements contained in this Form 8-K (and the Exhibits hereto) that are not historical facts are forward-looking statements and include, for example, statements regarding the Company's ("we" or "our") expectations or beliefs regarding our proposed transaction with Tether, the use of the proceeds therefrom and the acceleration of our expansion into cryptocurrency. Certain of these forward-looking "targets," "expects," "endeavors," "forecasts," "well underway," "could," "will," "may," "future," "likely," "on track to deliver," "on a trajectory," "continues to," "looks forward to," "is primed to," "plans," "projects," "assumes," "should" or other similar expressions. Such forward-looking statements involve known and unknown risks and uncertainties, and our actual results could differ materially from future results expressed or implied in these forward-looking statements. The forward-looking These statements are not guarantees or indicative of future performance. Important assumptions and other important factors that could cause actual results to differ materially from those forward-looking statements include the risk that we may be unable to derive additional benefits from the relationship with Tether, including increased advertising revenue, cloud revenue, and expansion into cryptocurrency payments; the risk that stockholder litigation in connection with the Transaction may result in significant costs of defense, indemnification and liability; risks inherent with our increasing affiliation with crypto assets, including vol

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits 10.1 Registration Rights Agreement, dated February 7, 2025, by and between Rumble Inc. and Tether Investments S.A. de C.V. 99.1 Press Release, dated February 7, 2025. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) - 3 - SIGNATURE 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. Date: February 7, 2025 By: /s/ Brandon Alexandroff Name: Brandon Alexandroff Title: Chief Financial Officer - 4 -

View Full Filing

View this 8-K filing on SEC EDGAR