Attached files
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| EX-99.1 - PRESS RELEASE DATED JULY 30, 2021 - RumbleOn, Inc. | rmbl_ex991.htm |
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 30,
2021
RumbleOn, Inc.
(Exact name of registrant as specified in its charter)
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Nevada
(State or other jurisdiction
of incorporation)
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001-38248
(Commission
File Number)
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46-3951329
(I.R.S. Employer
Identification No.)
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901 W. Walnut Hill Lane
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75038
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Irving, Texas
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(Zip Code)
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(Address of principal executive offices)
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Registrant’s telephone number, including area code
(214)
771-9952
(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:
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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 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of
1934 (§240.12b-2 of this chapter).
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 5.07. Submission of Matters to Vote of Security
Holders.
The
following matters were voted upon at the Special Meeting of
Stockholders of RumbleOn, Inc. (the “Company”) held on
July 30, 2021 (the “Special Meeting”). Each stockholder
of Class A Common Stock was entitled to ten votes on each matter
properly presented at the Special Meeting for each share of Class A
Common Stock owned by that stockholder on the record date. Each
stockholder of Class B Common Stock was entitled to one vote on
each matter properly presented at the Special Meeting for each
share of Class B Common Stock owned by that stockholder on the
record date.
Proposal 1 – A proposal
to approve the issuance of shares of RumbleOn Class B Common Stock
in connection with the business combination of the Company and
RideNow (the “Transaction”).
Class A Common Stock
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Votes For
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Votes Against
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Abstain
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50,000
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0
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0
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Class B Common Stock
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Votes For
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Votes Against
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Abstain
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2,002,720
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9,195
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237
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Proposal 2 – A proposal
to amend RumbleOn's Articles of Incorporation to increase the
number of shares of authorized Class B Common Stock from 4,950,000
to 100,000,000 shares.
Class A Common Stock
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Votes For
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Votes Against
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Abstain
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50,000
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0
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0
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Class B Common Stock
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Votes For
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Votes Against
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Abstain
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1,976,381
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34,489
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1,282
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Proposal 3 - A proposal to
amend RumbleOn's 2017 Stock Incentive Plan (the “Incentive
Plan”) to increase the number of shares of Class B Common
Stock issuable thereunder from 700,000 to 2,700,000 shares and to
extend the Incentive Plan for an additional ten
years.
Class A Common Stock
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Votes For
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Votes Against
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Abstain
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50,000
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0
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0
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Class B Common Stock
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Votes For
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Votes Against
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Abstain
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1,538,697
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472,743
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712
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Proposal 4 – A proposal
to approve an adjournment of the Special Meeting, if necessary, to
solicit additional proxies in favor of the foregoing
proposals.
Class A Common Stock
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Votes For
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Votes Against
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Abstain
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50,000
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0
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0
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Class B Common Stock
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Votes For
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Votes Against
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Abstain
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1,944,518
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66,798
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836
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There were no broker non-votes on these proposal.
Item 8.01. Other Events.
On
July 30, 2021, the Company issued a press release announcing that
the Company’s stockholders approved the Transaction. A copy
of the press release is attached as Exhibit 99.1 and incorporated
herein by reference.
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 July 30, 2021
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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 30, 2021
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By:
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/s/ Marshall Chesrown
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Marshall Chesrown
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Chief Executive Officer
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