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): February 7, 2019
RumbleOn,
Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State or Other
Jurisdiction
of
Incorporation)
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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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1350
Lakeshore Drive, Suite 160
Coppell, Texas
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75019
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(469)
250-1185
(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)
☐
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
February 7, 2019, RumbleOn, Inc. (the “Company”)
announced the pricing of its previously announced underwritten
public offering of its Class B Common Stock. The offering is
expected to close on February 11, 2019, subject to customary
closing conditions. A copy of the press release
announcing the pricing of the 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, 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 theoffering. 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, including the preliminary prospectus
supplement. 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
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Exhibit
No.
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Description
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Press Release dated
February
7, 2019.
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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: February
7, 2019
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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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