UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Explanatory Note
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously reported in the Initial Form 8-K, on June 16, 2023, the Board of Directors (the “Board”) of the Company appointed Mark Tkach to serve as the Company’s Interim Chief Executive Officer. On August [●], 2023, the Company and Mr. Tkach entered into the Tkach Employment Agreement. The general terms of the Tkach Employment Agreement (including the compensation payable to Mr. Tkach) are consistent with the terms of employment described in the Initial Form 8-K. However, the Tkach Employment Agreement provides that the award of restricted stock units granted to Mr. Tkach (the “RSU Award”) will become 50% vested and settled on September 16, 2023, and 50% vested and settled on December 15, 2023 so long as, in each case, Mr. Tkach has remained continuously employed by the Company to such vesting date. The Tkach Employment Agreement also provides that if Mr. Tkach’s employment is terminated prior to December 15, 2023 due to Mr. Tkach’s resignation for “Good Reason” or by the Company without “Cause,” and Mr. Tkach executes a release of claims in favor of the Company, Mr. Tkach will be entitled to receive automatic and immediate vesting and settlement of the RSU Award, and the Company shall make severance payments to Mr. Tkach in a total amount equal to the base salary that Mr. Tkach would have earned between the date that his employment terminates and December 15, 2023.
The foregoing description of the Tkach Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy of which is attached hereto as Exhibit 10.3 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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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.
| RUMBLEON, INC. | ||
| Date: August 18, 2023 | By: | /s/ Mathew W. Grynwald |
| Mathew W. Grynwald | ||
| Secretary | ||
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