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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): January 16,
2020
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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901
W. Walnut Hill Lane
Irving, Texas
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75038
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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)
☐
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))
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name
of each exchange on which registered
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Class B
Common Stock, $0.001 par value
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RMBL
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The
Nasdaq Stock Market LLC
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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. ☐
As
previously disclosed by RumbleOn, Inc. (the “Company”),
on January 16, 2020, the underwriters in the Company’s recent
public offering of Class B Common Stock fully exercised their
over-allotment option to purchase an additional 2,700,000 shares of
Class B Common Stock (the "Additional Shares") at a public price of
$0.57 per share (the "Over-allotment Exercise"). The over-allotment
option was granted in connection with the Company’s
previously announced public offering of 18,000,000 shares of Class
B Common Stock completed on January 14, 2020. On January 17, 2020,
the Company issued the Additional Shares and closed the
Over-allotment Exercise.
The
Over-allotment Exercise increased the aggregate number of shares
sold in the offering to 20,700,000. Including the Over-allotment
Exercise, net proceeds from the offering, after deducting expenses,
were approximately $10.7 million. The Company intends to use the
net proceeds of the offering for working capital and general
corporate purposes, which may include further technology
development, increased spending on marketing and advertising and
capital expenditures necessary to grow the business. Pending these
uses, the Company may invest the net proceeds in short-term
interest-bearing investment grade instruments.
On
January 17, 2020, the Company issued a press release announcing the
closing of the Over-allotment Exercise. The press release is
attached as Exhibit 99.1 to this report and is incorporated herein
by reference.
Item
9.01.
Financial Statements and
Exhibits.
(d) Exhibits
Exhibit No.
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Description
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Press
Release, dated January 17, 2020
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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:
January 17, 2020
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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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