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 July 14, 2023, the Board of Directors (the “Board”) of the Company appointed Steven Pully, Chairman of the Board, to serve as Executive Chairman of the Board. On July 20, 2023, the Company and Mr. Pully entered into the Pully Employment Agreement. The general terms of the Pully Employment Agreement (including the compensation payable to Mr. Pully) are consistent with the terms of employment described in the Initial Form 8-K. However, the Pully Employment Agreement also provides that if Mr. Pully’s employment is terminated prior to December 15, 2023 due to Mr. Pully’s resignation for “Good Reason” or by the Company without “Cause,” and Mr. Pully executes a release of claims in favor of the Company and complies with the restrictive covenants contained in the Pully Employment Agreement (including an agreement not to compete for a period of six months following his termination) Mr. Pully will be entitled to continue to receive his base salary at an annualized rate of $525,000 through December 15, 2023.
The foregoing description of the Pully 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.
| Exhibit No. | Description | |
| 10.1 | Separation Agreement, dated July 14, 2023, by and between RumbleOn, Inc. and Michael Francis (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed on July 20, 2023). | |
| 10.2 | Special Advisor Agreement, dated July 14, 2023, by and between RumbleOn, Inc and Michael Francis (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed on July 20, 2023). | |
| 10.3 | Employment Agreement, dated July 20, 2023, by and between RumbleOn, Inc. and Steven Pully. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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: July 26, 2023 | By: | /s/ Mark Tkach |
| Mark Tkach | ||
| Interim Chief Executive Officer | ||
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