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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 18, 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
18, 2018, RumbleOn, Inc. (the “Company”) announced the
pricing of its previously announced underwritten public offering of
its Class B Common Stock. 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. A copy of the press release
announcing the pricing of the offering is attached hereto as
Exhibit 99.1 and incorporated herein by reference.
Also,
attached to this report as Exhibit 99.2 is a current Company
presentation, which is incorporated herein by
reference.
Forward-Looking Statements
This
Current Report on Form 8-K, including the press release and Company
presentation, contain
“forward-looking statements” within the meaning of the
Private Securities Litigation Reform Act of 1995. 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 Company presentation and speak only as of the
date of the press release and Company presentation 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 18, 2018.
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Slide Deck
Presentation dated July 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 18, 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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