8-K

  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): March 29, 2019

RumbleOn, Inc.

(Exact name of registrant as specified in its charter)

Nevada

 (State or Other Jurisdiction)

001-38248	46-3951329
(Commission File Number)	(I.R.S. Employer Identification No.)
1350 Lakeshore Drive Suite 160 Coppell, Texas	75019
(Address of Principal Executive Offices)	(Zip Code)

(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)

 ☐    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 2.02.  Results of Operations and Financial Condition.

On March 29, 2019, RumbleOn, Inc. (the “Company”) issued a press release clarifying disclosures on SG&A expectations in 2019 and reiterating its first quarter outlook included in its Letter to Shareholders dated March 27, 2019.  A copy of the press release is furnished as Exhibit 99.1 to this report. 

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.   Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.	Description
99.1	Press Release

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: March 29, 2019	By:	/s/ Steven R. Berrard
		Steven R. Berrard
		Chief Financial Officer

3

EX-99.1

  Exhibit 99.1

RumbleOn Clarifies Disclosures on SG&A

SG&A expected to Decrease as a Percentage of Revenue in 2019

Reiterates First Quarter 2019 Outlook

DALLAS, Texas - March 29, 2019 –RumbleOn (NASDAQ:RMBL), the e-commerce company using innovative technology to simplify how dealers and consumers buy, sell, trade, or finance pre-owned vehicles through RumbleOn’s 100% online marketplace, today clarifies disclosures on SG&A expectations in 2019 and reiterates its first quarter outlook included in its Letter to Shareholders dated March 27, 2019.

A revised Letter to Shareholders is available on RumbleOn’s investor relations website at https://investors.rumbleon.com/, replacing the third sentence under # 3 – Achieve Operating Leverage on page 15 with the following: “As we continue to gain share in our addressable market, we expect advertising and marketing spending will continue to increase in absolute dollar terms but will decrease as a percentage of total revenue.”

Q1 2019 Financial Outlook:

●

Total Unit Sales in the range of 11,500–11,800

●

Total Revenue in the range of $210 million–$215 million

●

Maintain average days to sale of less than 30 days

The Company plans to file its Form 10-K with its financial results for the year ended December 31, 2018 on Monday, April 1, 2019.

About RumbleOn:

RumbleOn (NASDAQ: RMBL) is an e-commerce company that uses innovative technology to simplify how dealers and consumers buy, sell, trade, or finance pre-owned vehicles through RumbleOn’s 100% online marketplace. Leveraging its capital-light network of 17 regional partnerships and innovative technological solutions, RumbleOn is disrupting the old-school pre-owned vehicle supply chain by providing users with the most efficient, timely and transparent transaction experience. For more information, please visit http://www.rumbleon.com.

Forward-Looking Statements:

This press release may contain “forward-looking statements” as that term is defined under the Private Securities Litigation Reform Act of 1995 (PSLRA), which statements may be identified by words such as “expects,” “projects,” “will,” “may,” “anticipates,” “believes,” “should,” “intends,” “estimates,” and other words of similar meaning. Readers are cautioned not to place undue reliance on these forward-looking statements, which are based on our expectations as of the date of this press release and speak only as of the date of this press release and are advised to consider the factors listed under the heading “Forward-Looking Statements” and “Risk Factors” in the Company’s SEC filings, as may be updated and amended from time to time. 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.

Investor Relations:

The Blueshirt Group

Whitney Kukulka

investors@rumbleon.com

Press Contact:

RumbleOn

Martin McBride

Martin@rumbleon.com

Source: RumbleOn, Inc.