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): May 14,
2020
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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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)
☐ 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:
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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. ☐
Item 8.01. Other
Events.
As
previously disclosed in Current Reports on Form 8-K filed with the
Securities and Exchange Commission (the “SEC”) on March
30, 2020 and April 15, 2020, the operations and business of
RumbleOn, Inc. (the “Company”) have been and continue
to experience disruption due to the unprecedented conditions
surrounding the COVID-19 pandemic. As a result, management is
currently unable to timely review and prepare the Quarterly Report
on Form 10-Q for the quarter ended March 31, 2020 (the
“Quarterly Report”) and will delay the filing of the
Quarterly Report by up to 45 days in accordance with the SEC March
25, 2020 Order (which extended and superseded a prior order issued
on March 4, 2020), pursuant to Section 36 of the Securities
Exchange Act of 1934, as amended (Release No 34-88465) (the
“Order”), which allows for the delay of certain
filings. In reliance upon the Order, the Company expects to file
its Quarterly Report no later than June 29, 2020, which is 45 days
after the original due date of the Quarterly Report. If the
Quarterly Report is filed by June 29, 2020, it will be deemed
timely filed by the SEC.
The
Company disclosed a risk factor relating to COVID-19 in its Current
Report on Form 8-K filed with the SEC on March 30, 2020 under Item
8.01.
Forward-Looking Statements
This
Current Report on Form 8-K 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. As a
result of a number of known and unknown risks and uncertainties,
including the unprecedented impact of COVID-19 pandemic on the
Company’s business, customers, employees, regional business
partners and other stakeholders, the Company’s actual results
or performance may be materially different from those expressed or
implied by these forward-looking statements. Readers are cautioned
not to place undue reliance on these forward-looking statements,
which are based on the Company’s expectations as of the date
of this report and speak only as of the date of this report 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. The Company undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events
or otherwise, except as required by law.
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: May 14,
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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