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UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): July 17, 2018
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
Nevada
(State
or Other Jurisdiction
of
Incorporation)
001-38248
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46-3951329
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(Commission
File
Number)
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(I.R.S.
Employer
Identification
No.)
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4521
Sharon Road, Suite 370
Charlotte,
North Carolina
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28211
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(704) 448-5240
(Registrant’s
Telephone Number, Including Area Code)
(Former Name or Former Address, If Changed Since Last
Report)
Check
the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant
under any of the following provisions:
☐
Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2 (b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4 (c))
Indicate
by check mark whether the registrant is an emerging growth company
as defined in Rule 405 of the Securities Act of 1933 (17 CFR
§230.405) or Rule 12b-2 of the Securities Exchange Act of 1934
(17 CFR §240.12b-2).
Emerging
growth company ☒
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☒
Item 8.01. Other Events.
On July
17, 2018, RumbleOn, Inc. (the "Company") announced that it
is
proposing to offer and sell, subject to market conditions, shares
of its Class B Common Stock in an underwritten public offering. The
final terms of the offering will depend on market and other
conditions at the time of pricing, and there can be no assurance as
to whether or when the offering may be completed, or as to the
actual size or terms of the offering. A copy of the press
release announcing the underwritten public offering is attached
hereto as Exhibit 99.1 and incorporated herein by
reference.
Forward-Looking Statements
This
Current Report on Form 8-K, including the press release, contains
“forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995 regarding the
proposed offering and the intended use of proceeds from the
offering. The offering is subject to market and other conditions,
and there can be no assurance as to whether or when the offering
may be completed, or as to the actual size or terms of the
offering. Readers
are cautioned not to place undue reliance on these forward-looking
statements, which are based on our expectations as of the date of
the press release and speak only as of the date of the press
release and are advised to consider the factors listed above
together with the additional factors under the heading
“Forward-Looking Statements” and “Risk
Factors” in the Company’s Annual Report on Form 10-K
for the year ended December 31, 2017, as may be supplemented or
amended by the Company’s Quarterly Reports on Form 10-Q and
other filings with the SEC. We undertake no obligation to publicly
update or revise any forward-looking statement, whether as a result
of new information, future events or otherwise, except as required
by law.
Item 9.01. Financial Statements and
Exhibits.
(d)
Exhibits
Exhibit No.
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Description
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Press
Release dated July 17, 2018.
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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.
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RUMBLEON, INC.
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Date:
July 17, 2018
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By:
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/s/
Steven R.
Berrard
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Steven
R. Berrard
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Chief
Financial Officer
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