Form 424B5 RumbleON, Inc.
Filed pursuant to Rule 424(b)(5)
Registration Nos. 333-234340 and 333-255139
PROSPECTUS SUPPLEMENT
(To
Prospectus dated October 31, 2019)
1,048,998 Shares
Class B Common Stock
We are
offering 1,048,998 shares of our Class B Common Stock, par value
$0.001 per share, pursuant to this prospectus supplement and the
accompanying prospectus. Our Class B Common Stock is traded on The
Nasdaq Capital Market (“Nasdaq”) under the symbol
“RMBL.” On April 8, 2021 the last reported
sale price of our Class B Common Stock on Nasdaq was $40.69 per
share.
Investing
in our Class B Common Stock involves risks. See “Risk
Factors” beginning on page S-5, and under similar headings in
the other documents that are incorporated by reference into this
prospectus supplement and the accompanying prospectus.
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Per
Share
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Total
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Public
offering price
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$ 38.00
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$ 39,861,924
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Underwriting
discounts (1)
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$ 2.66
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$ 2,790,335
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Proceeds,
before expenses, to us
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$ 35.34
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$ 37,071,589
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(1) See
“Underwriting” for a full description of
compensation payable to the underwriters in connection with this
offering.
We granted the
underwriters the option to purchase within 30 days from the date of
this prospectus supplement up to an additional 157,349 shares of our Class B Common Stock
at the per share purchase price set forth above to cover
over-allotments, if any. If the underwriters exercise this option
in full, the total underwriting discount will be $3,208,883 and our total proceeds, before
expenses, will be $42,632,303.
Neither
the Securities and Exchange Commission (the “SEC”) nor
any state securities commission has approved or disapproved of
these securities or passed upon the adequacy or accuracy of this
prospectus supplement or the accompanying prospectus. Any
representation to the contrary is a criminal offense.
The
underwriters expect to deliver the securities against payment on or
about April 13,
2021.
B. Riley Securities
Prospectus
supplement dated April 8,
2021.
TABLE OF CONTENTS
Prospectus Supplement
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Prospectus
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This
document is in two parts. The first part is this prospectus
supplement, which describes the terms of this offering of our Class
B Common Stock and also adds, updates and changes information
contained in the accompanying prospectus and the documents
incorporated by reference. The second part is the accompanying
prospectus, which gives more general information, some of which may
not apply to this offering. To the extent the information contained
in this prospectus supplement differs or varies from the
information contained in the accompanying prospectus or any
document filed prior to the date of this prospectus supplement and
incorporated by reference, the information in this prospectus
supplement will control.
You
should rely only on the information contained in or incorporated by
reference into this prospectus supplement and the accompanying
prospectus. We have not, and the underwriters have not, authorized
anyone to provide you with information that is different. This
prospectus supplement does not constitute, and may not be used in
connection with, an offer to sell or solicitation of an offer to
buy these securities in any circumstances under which the offer or
solicitation is unlawful. We are offering to sell, and seeking
offers to buy, our securities only in jurisdictions where offers
and sales are permitted.
Persons outside the United States who come into possession of this
prospectus supplement must inform themselves about, and observe any
restrictions relating to, the offering of our securities and the
distribution of this prospectus supplement outside the United
States. You should not assume that the information we have included
in this prospectus supplement or the accompanying prospectus is
accurate as of any date other than the date of this prospectus
supplement or the accompanying prospectus, respectively, or that
any information we have incorporated by reference is accurate as of
any date other than the date of the document incorporated by
reference, regardless of the time of delivery of this prospectus
supplement and the accompanying prospectus or of any of our
securities. Our business, financial condition, results of
operations, and prospects may have changed since that
date.
For
Investors Outside the United States: Neither we nor the
underwriters have done anything that would permit this offering or
possession or distribution of this prospectus supplement and the
accompanying prospectus in any jurisdiction where action for that
purpose is required, other than in the United States. You are
required to inform yourselves about and to observe any restrictions
relating to this offering and the distribution of this prospectus
supplement and the accompanying prospectus.
When
used in this prospectus supplement and the accompanying prospectus,
the terms “RumbleOn,
Inc.,” “RumbleOn,” “our Company,” “we,” “our” and “us” refer to RumbleOn, Inc., a Nevada
corporation, and its consolidated subsidiaries, unless otherwise
specified.
On May 18, 2020, the Company filed a Certificate
of Change to the Company’s Articles of Incorporation with the
Secretary of State of the State of Nevada to effect a
one-for-twenty reverse stock split of its issued and outstanding
Class A Common Stock and Class B Common Stock (the “Reverse
Stock Split”). The Reverse Stock Split was effective at 12:01
a.m., Eastern Time, on May 20, 2020. Unless we indicate
otherwise all share and per share information in this prospectus
supplement reflects the Reverse Stock Split.
This
prospectus supplement, the accompanying prospectus and the
documents incorporated by reference in this prospectus supplement
and accompanying prospectus contain “forward-looking
statements” within the
meaning of Section 27A of the Securities Act of 1933, as amended
(the “Securities Act”), and Section 21E of the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”). These statements, which in some cases, you can
identify by terms such as “may,” “will,” “should,” “could,” “would,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “predicts,” “potential” and similar expressions intended to
identify forward-looking statements, relate to future events or to
our future operating or financial performance and involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially
different from any future results, performances or achievements
expressed or implied by the forward-looking statements. These
statements include statements regarding our operations, cash flows,
financial position and economic performance including, in
particular, future sales, competition and the effect of economic
conditions, and the completion of the RideNow Transaction (defined
below). These statements reflect our current views with respect to
future events and are based on assumptions and subject to risks and
uncertainties.
Although we believe
that these statements are based upon reasonable assumptions, these
statements expressing opinions about future outcomes and
non-historical information are subject to a number of risks and
uncertainties, many of which are beyond our control, and reflect
future business decisions that are subject to change and,
therefore, there is no assurance that the outcomes expressed in
these statements will be achieved. Some of the assumptions, future
results and levels of performance expressed or implied in the
forward-looking statements we have made or may make in the future
inevitably will not materialize, and unanticipated events may occur
which will affect our results. Investors are cautioned that
forward-looking statements are not guarantees of future performance
and actual results or developments may differ materially from the
expectations expressed in forward-looking statements contained
herein. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. We discuss many of
these risks and uncertainties in greater detail under “Risk Factors” in this prospectus supplement and
under the caption “Item
1A. Risk Factors” in Part
I of our most recent Annual Report on Form 10-K or any updates
discussed under the caption “Item 1A. Risk Factors” in Part II of our Quarterly Reports
on Form 10-Q, together with all of the other information appearing
in or incorporated by reference into this prospectus supplement and
the accompanying prospectus. You should read this prospectus
supplement and accompanying prospectus completely and with the
understanding that our actual future results may be materially
different from what we expect. We qualify all of the
forward-looking statements in this prospectus supplement and
accompanying prospectus by these cautionary statements. We
undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events or
otherwise, except as may be required under the securities laws of
the United States. You are advised, however, to consult any
additional disclosures we make in our reports filed with the
SEC.
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S. Keep
this
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This summary highlights information contained elsewhere or
incorporated by reference into this prospectus supplement and the
accompanying prospectus. This summary does not contain all of the
information that you should consider before investing in our Class
B Common Stock. You should carefully read the entire prospectus
supplement and the accompanying prospectus, including the
“Risk Factors” section in this prospectus supplement
and the accompanying prospectus, as well as the financial
statements and the other information incorporated by reference
herein before making an investment decision.
Overview
RumbleOn,
Inc., a Nevada corporation,
is a technology driven, motor vehicle dealer and e-commerce
platform provider disrupting the vehicle supply chain using
innovative technology that aggregates, processes and distributes
inventory in a faster and more cost-efficient manner.
We
operate an infrastructure-light platform that facilitates the
ability of all participants in the supply chain, including
RumbleOn, other dealers and consumers, to
Buy-Sell-Trade-Finance-Transport pre-owned vehicles. Our goal is to
transform the way VIN-specific pre-owned vehicles are bought and
sold by providing users with the most comprehensive, efficient,
timely and transparent transaction experiences. While our initial
customer facing emphasis through most of 2018 was on motorcycles
and other powersports, in 2019 we enhanced our platform to
accommodate nearly any VIN-specific vehicle, and via our October
2018 acquisition of Wholesale, Inc., we made a concerted effort to
grow our cars and light truck categories. In August 2020, we
launched RumbleOn 3.0, bringing traditional brick and mortar
powersports dealers across the country online. Then, in March 2021,
we announced a definitive agreement to combine our ecommerce
platform with the RideNow powersports group, the nation’s
largest powersports retailer. Completion of this transaction is
subject to a number of conditions, but we expect to close the
business combination during the second or third quarter of
2021.
Recent Developments
RideNow Definitive Agreement
On
March 12, 2021, the Company entered into a Plan of Merger and
Equity Purchase Agreement (the “RideNow Agreement”)
with RO Merger Sub I, Inc., an Arizona corporation and wholly owned
subsidiary of the Company (“Merger Sub I”), RO Merger
Sub II, Inc., an Arizona corporation and wholly owned subsidiary of
the Company (“Merger Sub II”), RO Merger Sub III, Inc.,
an Arizona corporation and wholly owned subsidiary of the Company
(“Merger Sub III”), RO Merger Sub IV, Inc., an Arizona
corporation and wholly owned subsidiary of the Company
(“Merger Sub IV,” and together with Merger Sub I,
Merger Sub II, and Merger Sub III, the “Merger Subs”),
C&W Motors, Inc., an Arizona corporation, Metro Motorcycle,
Inc., an Arizona corporation, Tucson Motorcycles, Inc., an Arizona
corporation, and Tucson Motorsports, Inc., an Arizona corporation,
William Coulter, an individual (“Coulter”), Mark Tkach,
an individual (“Tkach” and together with Coulter, the
“Principal Owners”), and certain other persons who own
equity interests in the Acquired Companies (as defined in the
RideNow Agreement) and execute a Seller Joinder (as defined in the
RideNow Agreement) (together with the Principal Owners, the
“Sellers” and each, a “Seller”), and Tkach,
as the representative of the Sellers (the “Sellers’
Representative”). The Acquired Companies own and operate
powersports retail dealerships under the RideNow brand which
include sales, financing, and parts and service of new and used
motorcycles, ATVs, UTVs, scooters, side by sides, sport bikes,
cruisers, watercraft, and other vehicles and ancillary businesses
and activities relating thereto.
The
RideNow Agreement provides that, upon the terms and subject to the
conditions set forth in the RideNow Agreement, (i) the Company will
acquire all of the equity interests (the “Equity
Purchases”) in the Transferred Entities (as defined in the
RideNow Agreement), (ii) Merger Sub I will merge with and into
C&W Motors, Inc., with C&W Motors, Inc. continuing as a
surviving corporation, (iii) Merger Sub II will merge with and into
Metro Motorcycle, Inc., with Metro Motorcycle, Inc. continuing as a
surviving corporation, (iv) Merger Sub III will merge with and into
Tucson Motorcycles, Inc., with Tucson Motorcycles, Inc. continuing
as a surviving corporation, and (v) Merger Sub IV will merge with
and into Tucson Motorsports, Inc., with Tucson Motorsports, Inc.
continuing as a surviving corporation, in each case under the laws
of the State of Arizona and each as a wholly-owned subsidiary of
the Company (the “Mergers”). The Equity Purchases and
the Mergers will result in the acquisition from the Sellers of up
to 46 Acquired Companies (the “RideNow Transaction”).
The RideNow Transaction is expected to close (the
“Closing”) in the second or third quarter of 2021.
Effective as of the Closing, Tkach and Coulter will become
executive officers and directors of the Company.
The
RideNow Agreement provides that the Company will acquire the
Acquired Companies in exchange for (i) $400,400,000 in cash plus or
minus any adjustments for net working capital and closing
indebtedness, and (ii) shares of the Company’s Class B Common
Stock having a value of $175,000,000 (the “Closing Payment
Shares”), valued equally, on a per share basis, based upon
the lowest value of (A) $30.00; (B) the VWAP of the Company’s
Class B Common Stock for the twenty (20) trading days immediately
preceding the Closing, and (C) the value on a per share basis paid
for the Class B Common Stock or any shares underlying securities
convertible into or exercisable for Class B Common Stock by any
person which purchases Class B Common Stock or any shares
underlying securities convertible into or exercisable for Class B
Common Stock from the Company from the date of the RideNow
Agreement until the Closing not including purchases of Class B
Common Stock underlying currently outstanding options, warrants,
convertible notes, or other derivative securities. Ten percent
(10%) of the Closing Payment Shares will be escrowed at Closing and
will be released pursuant to the terms of the RideNow Agreement.
The Company will finance the cash consideration through a
combination of approximately $280,000,000 of debt provided by the
Initial Lender (as defined below) and through the issuance of new
equity for the remainder thereof.
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S-1
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Each of
the Company, the Merger Subs, and the Sellers has provided
customary representations, warranties and covenants in the RideNow
Agreement. The completion of the RideNow Transaction is subject to
various closing conditions, including (a) the making of all filings
and other notifications required to be made under any Antitrust Law
(as defined in the RideNow Agreement) for the consummation of the
RideNow Transaction, the expiration or termination of all waiting
periods relating thereto, and the receipt of all clearances,
authorizations, actions, non-actions, or other consents required
from a governmental authority under any Antitrust Law for the
consummation of the RideNow Transaction, (b) performance in all
respects by each party of its covenants and agreements, (c) the
Company obtaining stockholder approval of the RideNow Transaction
and related matters, (d) the Closing Payment Shares being approved
for listing on Nasdaq, and (e) the receipt of consent to the
RideNow Transaction from certain powersports
manufacturers.
Certain
RideNow minority equity holders are not initially parties to the
RideNow Agreement and some of such minority holders have rights of
first refusal (“ROFR”) with respect to the RideNow
entity in which they own a stake. If any of these equity
holders either decide not to sell their interests to the Company or
to exercise their ROFR, RumbleOn will not be able to acquire all of
the Equity Interests of the Acquired Companies, or in certain cases
any interests in an Acquired Company, and the consideration payable
therefor in the RideNow Transaction will be correspondingly
reduced. RideNow anticipates that all minority owners will
participate in the RideNow Transaction and that no minority owners
will exercise their ROFR, but there is no assurance this will
occur.
The
RideNow Agreement contains certain termination rights for both the
Company and the Sellers’ Representative. Both the Company and
the Sellers’ Representative have the right to terminate the
RideNow Agreement if the Closing does not occur on or before June
30, 2021, subject to certain rights of the parties to extend the
termination date to July 31, 2021, as set forth in the RideNow
Agreement.
Commitment Letter
On
March 12, 2021, the Company entered into a commitment letter (the
“Commitment Letter”) with Oaktree Capital Management,
L.P. (“Oaktree”). The Commitment Letter provides that,
subject to the conditions set forth therein, Oaktree or certain
funds or accounts within its Strategic Credit Strategy (the
“Initial Lender”) commits to provide senior secured
term loan facilities in an aggregate principal amount of up to
$400,000,000 (the “Credit Facility”), comprised of (i)
an initial advance of $280,000,000 to fund the RideNow Transaction,
consummate the Refinancing (as defined in the Commitment Letter)
and pay the RideNow Transaction costs and (ii) a delayed draw term
facility of up to $120,000,000 to fund permitted acquisitions and
similar investments and related fees and expenses.
The
Credit Facility interest rates will be, at the option of the
Company, (a) Adjusted LIBOR (as defined in the Commitment Letter)
plus 8.25%, of which (i) Adjusted LIBOR plus 7.25% shall be paid in
cash and (ii) 1.00% shall be payable in kind or (b) ABR (as defined
in the Commitment Letter) plus 7.25%, of which (i) ABR plus 6.25%
shall be paid in cash and (ii) 1.00% shall be payable in kind. The
Credit Facility shall mature on the fifth anniversary of the date
of Closing of the RideNow Transaction (subject to extension with
the consent of only the extending lender).
The
Company and its subsidiaries will grant certain security interests
to the Initial Lender to secure the Credit Facility, subject to
certain exceptions and permitted liens, all to be more fully set
forth in the definitive documentation for the Credit Facility. The
Credit Facility will be subject to prepayment with the proceeds of
certain events including 50% of excess cash flow, 100% of certain
asset sales, 100% of proceeds of certain debt issuances, and 50% of
certain public or private equity financings. The Commitment Letter
provides that the Credit Facility will contain customary
affirmative and negative covenants, and events of default, subject
to certain carve-outs and exceptions as more fully described in the
Commitment Letter.
The
commitment to provide the Credit Facility is subject to certain
conditions, including: the receipt of customary closing documents,
completion of applicable “know your customer” requests
and delivery of documentation related thereto, no material adverse
change, delivery of customary financial reporting, specified
representations and warranties, perfection of certain security
interests, and delivery of customary legal opinions. The Company
will pay certain fees and expenses in connection with obtaining the
Credit Facility.
Warrant
In
connection with the Commitment Letter, in lieu of a commitment fee,
the Company has agreed to issue to Oaktree a warrant to purchase a
number of shares of Class B Common Stock at an exercise price per
share to be determined either at Closing or at termination of the
Commitment Letter (the “Warrant”). If issued at
Closing, the Warrant will be for that number of shares equal to
$40,000,000 divided by the lowest price per share at which equity
is issued in connection with financing the RideNow Transaction,
which price shall also be the exercise price. If issued in
connection with a termination of the Commitment Letter, the Warrant
will be issued to purchase that number of shares equal to five
percent (5%) of the Company’s fully diluted market
capitalization at the close of business on the day after a
termination of the Commitment Letter is publicly announced divided
by the weighted average price of the Company’s Class B Common
Stock for the five days immediately preceding such date, which
price shall also be the exercise price. The Warrant is immediately
exercisable upon the Closing or five days after the termination of
the Commitment Letter and expires eighteen (18) months after the
Closing or termination of the Commitment Letter.
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S-2
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Bridge Loan
Also in
connection with the RideNow Transaction, on March 12, 2021, the
Company and its subsidiary, NextGen Pro, LLC (“NextGen
Pro”), executed a secured promissory note with BRF Finance
Co., LLC (“BRF Finance”), an affiliate of B. Riley
Securities, Inc., pursuant to which BRF Finance has loaned the
Company $2,500,000 (the “Bridge Loan”). The Bridge Loan
matures on the earlier of September 30, 2021 or, after May 1, 2021,
upon the issuance of debt or equity above $2,650,000. The Bridge
Loan is secured by certain intellectual property assets held by
NextGen Pro as set forth in Exhibit A to the secured promissory
note. Interest will accrue on the Bridge Loan until maturity (by
acceleration or otherwise) at a rate of 12% annually.
Certificate of Amendment and Changes to Incentive Plan
In
contemplation of the RideNow Transaction, on March 9, 2021, the
Board of Directors of the Company (the “Board”)
approved, subject to stockholder approval, (i) an amendment to the
Articles of Incorporation of the Company to increase the number of
shares of authorized Class B Common Stock to 100,000,000 (the
“Certificate of Amendment”), and (ii) an amendment to
the RumbleOn, Inc. 2017 Stock Incentive Plan (the “Incentive
Plan”) to increase the authorized shares of Class B Common
Stock available under the Incentive Plan from 700,000 shares to
2,700,000 shares and extend the term of the Incentive Plan for an
additional ten years.
Registration Rights and Lock-Up Agreement
In
connection with the RideNow Transaction, on March 12, 2021, the
Company entered into a registration rights and lock-up agreement,
by and among the Company and certain equity holders of the Acquired
Companies (the “Registration Rights Agreement”).
Pursuant to the Registration Rights Agreement (i) the Company
agreed to file a resale registration statement for the Registrable
Securities (as defined in the Registration Rights Agreement) no
later than thirty (30) days following the Closing, and to use
commercially reasonable efforts to cause it to become effective as
promptly as practicable following such filing, (ii) the equity
holders were granted certain piggyback registration rights with
respect to registration statements filed subsequent to the Closing,
and (iii) the Lock-Up Holders (as defined in the Registration
Rights Agreement) agreed, subject to certain customary exceptions,
not to sell, transfer or dispose of any Company common stock for a
period of one hundred and eighty (180) days from the
Closing.
Corporate Information
We were incorporated as a development stage
company in the State of Nevada as Smart Server, Inc. in October
2013. In February 2017, we
changed our name to RumbleOn, Inc. Our principal executive offices
are located at 901 W. Walnut Hill Lane, Irving, Texas 75038 and our
telephone number is (214) 771-9952. Our Internet website is
www.rumbleon.com. Our Annual Report on Form 10-K, Quarterly Reports
on Form 10-Q, Current Reports on Form 8-K, and amendments to
reports filed or furnished pursuant to Sections 13(a) and 15(d) of
the Exchange Act are available, free of charge, under the Investor
Relations tab of our website as soon as reasonably practicable
after we electronically file such material with, or furnish it to,
the SEC. The information on our website, however, is not, and
should not be, considered part of this prospectus supplement, is
not incorporated by reference into this prospectus supplement, and
should not be relied upon in connection with making any investment
decision with respect to our securities. The SEC also maintains an
Internet website located at www.sec.gov that contains the
information we file or furnish electronically with the
SEC.
We ceased to be an “emerging growth
company,” as defined in the Jumpstart our Business
Startups Act of 2012, on December 31,
2019. As of the date of this prospectus supplement, we continue to
be a “smaller reporting company,” as defined in Rule
12b-2 of the Securities Exchange Act of 1934, as
amended.
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S-3
THE OFFERING
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Class B Common Stock Offered by Us
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1,048,998 shares of our Class B Common Stock (or 1,206,347
shares of our Class B Common Stock if the underwriters exercise
their over-allotment option in full).
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Class B Common Stock Outstanding
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Before this
Offering (1)
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2,294,064
shares.
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After this Offering (1)
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3,343,062 shares (or 3,500,411 shares if the underwriters
exercise their over-allotment option in full).
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Underwriters’
Over-allotment Option
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We have
granted the underwriters an option, exercisable one or more times
in whole or in part, to purchase up to an additional 157,349 shares
of Class B Common Stock from us at the public offering price less
the underwriting discount within 30 days from the date of this
prospectus supplement to cover over-allotments.
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Use of Proceeds
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We
intend to use the net proceeds of our sale of Class B Common Stock
for working capital and general corporate purposes. Pending these
uses, we may invest the net proceeds in short-term interest-bearing
investment grade instruments. See “Use of Proceeds” on page S-7.
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Risk Factors
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You
should carefully read and consider the information set forth under
the heading “Risk
Factors” on page S-5 and
all other information set forth in this prospectus supplement and
the accompanying prospectus and other documents that are
incorporated by reference into this prospectus supplement and the
accompanying prospectus before deciding to invest in our Class B
Common Stock.
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Nasdaq Capital Market Symbol
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RMBL
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(1)
The number of shares of our Class B Common Stock outstanding
excludes:
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968,750
shares of Class B Common Stock underlying the 6.75% Convertible
Senior Notes due 2025;
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388,941
shares of Class B Common Stock underlying outstanding restricted
stock units and options granted under the RumbleOn, Inc. 2017 Stock
Incentive Plan (the “
2017 Stock Incentive Plan”), such amount does not include
302,488 shares of Common Stock underlying restricted stock units
subject to stockholder approval of an amendment to the 2017 Stock
Incentive Plan to increase the authorized shares of Class B Common
Stock from 700,000 to 2,700,000;
●
150,941
shares of Class B Common Stock reserved for future issuances of
equity awards under the 2017 Stock Incentive Plan; and
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16,530
shares of Class B Common Stock underlying outstanding
warrants.
Except
as otherwise indicated herein, all information in this prospectus
supplement assumes the underwriters do not exercise their
over-allotment option.
S-4
RISK FACTORS
Before deciding to invest in our Class B Common Stock, you should
consider carefully the following discussion of risks and
uncertainties affecting us and our Class B Common Stock, as well as
the discussions of risks and uncertainties incorporated by
reference in this prospectus supplement and the accompanying
prospectus from our Annual Report on Form 10-K for the fiscal year
ended December 31, 2020, our subsequent periodic reports and the
other information contained or incorporated by reference in this
prospectus supplement and the accompanying prospectus. If any of
the events anticipated by these risks and uncertainties occur, our
business, financial condition and results of operations could be
materially and adversely affected, and the value of our Class B
Common Stock could decline. The risks and uncertainties we discuss
in this prospectus supplement and the accompanying prospectus and
in the documents incorporated by reference herein and therein are
those that we currently believe may materially affect our company.
Additional risks and uncertainties not presently known to us or
that we currently deem immaterial also may materially and adversely
affect our business, financial condition and results of
operations.
Risks Related to This Offering
Since we have broad discretion in how we use the proceeds from this
offering, we may use the proceeds in ways with which you
disagree.
We have
not allocated specific amounts of the net proceeds from this
offering for any specific purpose. Accordingly, our management will
have significant flexibility in applying the net proceeds of this
offering. You will be relying on the judgment of our management
with regard to the use of these net proceeds, and you will not have
the opportunity, as part of your investment decision, to assess
whether the proceeds are being used in ways you would agree with.
It is possible that the net proceeds will be invested in a way that
does not yield a favorable, or any, return for our company. The
failure of our management to use such funds effectively could have
a material adverse effect on our business, financial condition,
operating results and cash flow.
If the price of our Class B Common Stock fluctuates significantly,
your investment could lose value.
Although our Class
B Common Stock is listed on Nasdaq, we cannot assure you that an
active public market will continue for our Class B Common Stock. If
an active public market for our Class B Common Stock does not
continue, the trading price and liquidity of our Class B Common
Stock will be materially and adversely affected. If there is a thin
trading market or “float” for our stock, the market price for
our Class B Common Stock may fluctuate significantly more than the
stock market as a whole. Without a large float, our Class B Common
Stock would be less liquid than the stock of companies with broader
public ownership and, as a result, the trading prices of our Class
B Common Stock may be more volatile. In addition, in the absence of
an active public trading market, investors may be unable to
liquidate their investment in us. Furthermore, the stock market is
subject to significant price and volume fluctuations, and the price
of our Class B Common Stock could fluctuate widely in response to
several factors, including:
●
our quarterly or
annual operating results;
●
changes in our
earnings estimates;
●
investment
recommendations by securities analysts following our business or
our industry;
●
additions or
departures of key personnel;
●
our failure to
achieve operating results consistent with securities
analysts’
projections;
●
changes in
industry, general market or economic conditions; and
●
our failure to
complete the RideNow Transaction.
The
stock market has experienced extreme price and volume fluctuations
in recent years that have significantly affected the quoted prices
of the securities of many companies, including companies in our
industry. The changes often appear to occur without regard to
specific operating performance. The price of our Class B Common
Stock could fluctuate based upon factors that have little or
nothing to do with our company and these fluctuations could
materially reduce our stock price.
S-5
You may experience future dilution as a result of future equity
offerings.
In
order to raise additional capital, we may in the future offer
additional shares of our Class B Common Stock or other securities
convertible into or exchangeable for our Class B Common Stock,
including in connection with financing the RideNow Transaction, at
prices that may not be the same as the price in this offering. We
may sell shares or other securities in any other offering at a
price that is less than the price paid by investors in this
offering, and investors purchasing shares or other securities in
the future could have rights superior to existing stockholders. The
price at which we sell additional shares of our Class B Common
Stock, or securities convertible or exchangeable into Class B
Common Stock, in future transactions may be higher or lower than
the price paid by investors in this offering.
Risks Related to the RideNow Transaction
Completion of the RideNow Transaction is subject to the conditions
contained in the RideNow Agreement and if these conditions are not
satisfied, the RideNow Transaction will not be
completed.
The
completion of the RideNow Transaction is subject to various closing
conditions, including (a) the making of all filings and other
notifications required to be made under any Antitrust Law (as
defined in the RideNow Agreement) for the consummation of the
RideNow Transaction, the expiration or termination of all waiting
periods relating thereto, and the receipt of all clearances,
authorizations, actions, non-actions, or other consents required
from a governmental authority under any Antitrust Law for the
consummation of the RideNow Transaction, (b) performance in all
respects by each party of its covenants and agreements, (c) the
Company obtaining stockholder approval of the RideNow Transaction
and related matters, (d) the shares of our Class B Common Stock to
be issued as consideration in the RideNow Transaction being
approved for listing on Nasdaq, and (e) the receipt of consent to
the RideNow Transaction from certain powersports
manufacturers.
Many of
the conditions to the closing of the RideNow Transaction are not
within our control, and we cannot predict with certainty when or if
these conditions will be satisfied. The failure to satisfy any of
the required conditions could delay the completion of the RideNow
Transaction or prevent it from occurring. Any delay in completing
the RideNow Transaction could cause us not to realize some or all
of the benefits that we expect to achieve if the RideNow
Transaction is successfully completed within the expected
timeframe. There can be no assurance that the conditions to the
closing of the RideNow Transaction will be satisfied or that the
RideNow Transaction will be completed or that if completed we will
realize the anticipated benefits.
Failure to complete the RideNow Transaction could negatively impact
our stock price and our future business and financial
results.
If the
RideNow Transaction is not completed for any reason, our ongoing
business may be adversely affected and, without realizing any of
the benefits of having completed the RideNow Transaction, we could
be subject to a number of negative consequences, including, among
others: (i) we may experience negative reactions from the financial
markets, including negative impacts on our stock price; (ii) we
will still be required to pay certain significant costs relating to
the RideNow Transaction, including legal, accounting, and financial
advisor costs; and (iii) matters related to the RideNow Transaction
(including integration planning) require substantial commitments of
our time and resources, which could result in our inability to
pursue other opportunities that could be beneficial to us. If the
RideNow Transaction is not completed or if completion of the
RideNow Transaction is delayed, any of these risks could occur and
may adversely affect our business, financial condition, financial
results, and stock price.
The RideNow Transaction will involve substantial
costs.
We have
incurred, and expect to continue to incur, a number of
non-recurring costs associated with the RideNow Transaction. The
substantial majority of the non-recurring expenses will consist of
transaction and regulatory costs related to the RideNow
Transaction. We will also incur transaction fees and costs related
to formulating and implementing integration plans, including system
consolidation costs and employment-related costs. We continue to
assess the magnitude of these costs, and additional unanticipated
costs may be incurred from the RideNow Transaction and integration.
Although we anticipate that the elimination of duplicative costs
and the realization of other efficiencies and synergies related to
the integration should allow us to offset integration-related costs
over time, this net benefit may not be achieved in the near term,
or at all.
In connection with the RideNow Transaction, we will incur
additional indebtedness, which could adversely affect us, including
our business flexibility and will increase our interest
expense.
We will
have increased indebtedness following completion of the RideNow
Transaction, which could have the effect, among other things, of
reducing our flexibility to respond to changing business and
economic conditions and increasing our interest expense. We will
also incur various costs and expenses related to the financing of
the RideNow Transaction. The amount of cash required to pay
interest on our increased indebtedness following completion of the
RideNow Transaction and thereby the demands on our cash resources
will be greater than the amount of cash flow required to service
our indebtedness prior to the RideNow Transaction. The increased
levels of indebtedness following completion of the RideNow
Transaction could also reduce funds available for working capital,
capital expenditures, and other general corporate purposes, and may
create competitive disadvantages for us relative to other companies
with lower debt levels. If we do not achieve the expected synergies
and cost savings from the RideNow Transaction, or if our financial
performance after the RideNow Transaction does not meet our current
expectations, then our ability to service the indebtedness may be
adversely impacted.
S-6
USE OF PROCEEDS
We
intend to use the net proceeds of our sale of Class B Common Stock
for working capital and general corporate purposes. Pending these
uses, we may invest the net proceeds in short-term interest-bearing
investment grade instruments. From time to time, we engage in
preliminary discussions and negotiations with various businesses in
order to explore the possibility of an acquisition or investment.
However, as of the date of this prospectus supplement, except for
the RideNow Transaction, we have not entered into any agreements or
arrangements which would make an acquisition or investment probable
under Rule 3-05(a) of Regulation S-X. In addition, as of the date
of this prospectus supplement, we have not entered into any
agreements or arrangements for capital expenditures that would be
paid for from the proceeds of this offering.
S-7
The
following table sets forth our cash and cash equivalents, total
liabilities, and capitalization as of December 31, 2020:
●
on an actual basis;
and
●
on an as-adjusted
basis to reflect our receipt of the net proceeds from our sale of
shares of Class B Common Stock in this offering at the public
offering price of $38.00 per share, after deducting the
underwriting discounts and commissions and estimated offering
expenses.
You
should read this table together with the “Use of Proceeds” section included in this prospectus
supplement, and the “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” section and our audited
consolidated financial statements and related notes included in our
Annual Report on Form 10-K for the year ended December 31, 2020, which are incorporated by
reference into this prospectus supplement and accompanying
prospectus.
|
As of
December 31, 2020
|
|
|
Actual
|
As
Adjusted
|
Cash
and Restricted Cash
|
$3,515,887
|
$ 40,234,126
|
|
|
|
Total
debt (including current maturities):
|
|
|
Lines
of credit
|
18,700,478
|
18,700,478
|
Notes
payable
|
6,679,354
|
6,679,354
|
Convertible
debt, net (1)
|
27,728,521
|
27,728,521
|
Derivative
liabilities
|
16,694
|
16,694
|
Operating
lease liabilities and other long-term liabilities
|
6,720,223
|
6,720,223
|
Total
long-term liabilities
|
59,845,270
|
59,845,270
|
|
|
|
Stockholders’
equity:
|
|
|
Class
B Preferred stock, $0.001 par value, 10,000,000 shares
authorized, no shares issued and outstanding
|
-
|
-
|
Common
A stock, $0.001 par value, 50,000 shares authorized, 50,000 shares
issued and outstanding
|
50
|
50
|
Class
B Common Stock, $0.001 par value, 4,950,000 shares authorized,
2,191,633 shares issued and outstanding, actual; 4,950,000
shares authorized, 3,240,631 shares issued and outstanding, as
adjusted
|
2,192
|
3,241
|
Additional
paid in capital
|
108,949,204
|
145,666,394
|
Accumulated
deficit
|
(104,380,781)
|
(104,380,781)
|
Total
Stockholders’ equity
|
4,570,665
|
41,288,904
|
Total
Capitalization
|
$64,415,935
|
$ 101,134,174
|
(1)
Amount reflected above is net of unamortized debt discount of
$12,045,479.
The
foregoing table assumes no exercise of the underwriters’
over-allotment option to purchase up to an additional 157,349
shares of Class B Common Stock to cover over-allotments, if
any.
S-8
We
and the underwriters for the offering named below have entered into
an underwriting agreement with respect to the Class B Common Stock
being offered. Subject to the terms and conditions of the
underwriting agreement, each underwriter has severally agreed to
purchase from us the number of shares of our Class B Common Stock
set forth opposite its name below. B. Riley Securities, Inc. is the
representative of the underwriters, or the
Representative.
Underwriter
|
Number of
Shares
|
B. Riley
Securities, Inc.
|
1,048,998
|
Total
|
1,048,998
|
The
underwriting agreement provides that the obligations of the
underwriters are subject to certain conditions precedent and that
the underwriters have agreed, severally and not jointly, to
purchase all of the shares sold under the underwriting agreement if
any of these shares are purchased, other than those shares covered
by the option to purchase additional shares described below. If an
underwriter defaults, the underwriting agreement provides that the
purchase commitments of the non-defaulting underwriters may be
increased or the underwriting agreement may be
terminated.
We
have agreed to indemnify the underwriters against specified
liabilities, including liabilities under the Securities Act of
1933, as amended (referred to herein as the Securities Act), and to
contribute to payments the underwriters may be required to make in
respect thereof.
Our
Class B Common Stock is listed on The Nasdaq Capital Market under
the symbol “RMBL.”
The
underwriters are offering the shares, subject to prior sale, when,
as and if issued to and accepted by them, subject to approval of
legal matters by their counsel and other conditions specified in
the underwriting agreement. The underwriters reserve the right to
withdraw, cancel or modify offers to the public and to reject
orders in whole or in part.
Option to Purchase Additional Shares. We have granted to the underwriters an option to
purchase up to 157,349 additional shares of Class B Common Stock at
the public offering price, less the underwriting discount. This
option is exercisable for a period of 30 days. To the extent that
the underwriters exercise this option, the underwriters will
purchase additional shares from us in approximately the same
proportion as shown in the table above.
Discounts and Commissions. The following table shows the public offering
price, underwriting discount and commissions and proceeds, before
expenses and fees to us. These amounts are shown assuming both no
exercise and full exercise of the underwriters’ option to
purchase additional shares.
|
Total
|
||
|
Per
Share
|
Without
Option
|
With
Option
|
Public offering
price
|
$ 38.00
|
39,861,924
|
45,841,186
|
Underwriting
discount
|
$ 2.66
|
2,790,335
|
3,208,883
|
Proceeds, before
expenses and fees, to us
|
$ 35.34
|
37,071,589
|
42,632,303
|
S-9
The
underwriters propose to offer the shares of Class B Common Stock to
the public at the public offering price set forth on the cover of
this prospectus supplement. The underwriters may offer the shares
of Class B Common Stock to securities dealers at the public
offering price less a concession not in excess of $1.596 per share.
If all of the shares are not sold at the public offering price, the
underwriters may change the offering price and other selling
terms.
Expenses. We estimate that the
total expenses of the offering, excluding underwriting discounts
and commissions, will be approximately $353,350 and are payable by
us. We also have agreed to reimburse the underwriters for their
out-of-pocket, accountable, bona fide expenses actually incurred in
connection with this offering, up to $10,000 for their FINRA
counsel fees, and up to $25,000 for the Underwriters’ counsel
fees. In accordance with FINRA Rule 5110, this reimbursed fees and
expenses are deemed underwriting compensation for this
offering.
Discretionary Accounts. The underwriters do not intend to confirm sales of
the shares to any accounts over which they have discretionary
authority.
Stabilization. In
connection with this offering, the underwriters may engage in
stabilizing transactions, short sales, syndicate covering
transactions, penalty bids and purchases to cover positions created
by short sales.
|
●
|
Stabilizing
transactions permit bids to purchase shares of Class B Common Stock
so long as the stabilizing bids do not exceed a specified maximum,
and are engaged in for the purpose of preventing or retarding a
decline in the market price of the Class B Common Stock while the
offering is in progress.
|
|
●
|
Short
sales involve sales by the underwriters of shares of Class B Common
Stock in excess of the number of shares the underwriters are
obligated to purchase. This creates a syndicate short position
which may be either a covered short position or a naked short
position. In a covered short position, the number of shares
over-allotted by the underwriters is not greater than the number of
shares that they may purchase in the option to purchase additional
shares. In a naked short position, the number of shares involved is
greater than the number of shares in the option to purchase
additional shares. The underwriters may close out any short
position by exercising their option to purchase additional shares
and/or purchasing shares in the open market.
|
|
●
|
Syndicate
covering transactions involve purchases of Class B Common Stock in
the open market after the distribution has been completed in order
to cover syndicate short positions. In determining the source of
shares to close out the short position, the underwriters will
consider, among other things, the price of shares available for
purchase in the open market as compared with the price at which
they may purchase shares through exercise of the option to purchase
additional shares. If the underwriters sell more shares than could
be covered by exercise of the option to purchase additional shares
and, therefore, have a naked short position, the position can be
closed out only by buying shares in the open market. A naked short
position is more likely to be created if the underwriters are
concerned that after pricing there could be downward pressure on
the price of the shares in the open market that could adversely
affect investors who purchase in the offering.
|
|
●
|
Penalty
bids permit the Representative to reclaim a selling concession from
a syndicate member when the Class B Common Stock originally sold by
that syndicate member is purchased in stabilizing or syndicate
covering transactions to cover syndicate short
positions.
|
These
stabilizing transactions, syndicate covering transactions and
penalty bids may have the effect of raising or maintaining the
market price of our Class B Common Stock or preventing or retarding
a decline in the market price of our Class B Common Stock. As a
result, the price of our Class B Common Stock in the open market
may be higher than it would otherwise be in the absence of these
transactions. Neither we nor the underwriters make any
representation or prediction as to the effect that the transactions
described above may have on the price of our Class B Common Stock.
These transactions may be effected on the Nasdaq Stock Market, in
the over-the-counter market or otherwise and, if commenced, may be
discontinued at any time.
Passive Market Making. In
connection with this offering, underwriters and selling group
members may engage in passive market making transactions in our
Class B Common Stock on the Nasdaq Stock Market in accordance with
Rule 103 of Regulation M under the Exchange Act during a period
before the commencement of offers or sales of Class B Common Stock
and extending through the completion of the distribution. A passive
market maker must display its bid at a price not in excess of the
highest independent bid of that security. However, if all
independent bids are lowered below the passive market maker’s
bid, such bid must then be lowered when specified purchase limits
are exceeded.
Lock-Up Agreements. Pursuant to certain “lock-up”
agreements, we and our executive officers, directors and certain of
our other stockholders, have agreed, subject to certain exceptions,
not to offer, sell, assign, transfer, pledge, contract to sell, or
otherwise dispose of or announce the intention to otherwise dispose
of, or enter into any swap, hedge or similar agreement or
arrangement that transfers, in whole or in part, the economic
consequence of ownership of, directly or indirectly, or make any
demand or request or exercise any right with respect to the
registration of, or file with the SEC a registration statement
under the Securities Act relating to, any Class B Common Stock or
securities convertible into or exchangeable or exercisable for any
Class B Common Stock without the prior written consent of B. Riley
Securities, Inc., for a period of 90 days after the date of the
pricing of the offering.
S-10
This
lock-up provision applies to Class B Common Stock and to securities
convertible into or exchangeable or exercisable for Class B Common
Stock. It also applies to Class B Common Stock owned now or
acquired later by the person executing the agreement or for which
the person executing the agreement later acquires the power of
disposition. The exceptions permit us, among other things and
subject to restrictions, to: (a) issue Class B Common Stock or
options pursuant to employee benefit plans, (b) issue Class B
Common Stock upon exercise of outstanding options or warrants, (c)
file registration statements on Form S-8 or (d) sell or issue, or
enter into an agreement to sell or issue, Class B Common Stock or
securities convertible into or exercisable or exchangeable for
Class B Common Stock in connection with the RideNow Transaction or
other mergers or acquisitions. The exceptions permit parties to the
“lock-up” agreements, among other things and subject to
restrictions, to: (a) make certain gifts, (b) if the party is a
corporation, partnership, limited liability company or other
business entity, make transfers to any shareholders, partners,
members of, or owners of similar equity interests in, the party, or
to an affiliate of the party, if such transfer is not for value,
(c) if the party is a corporation, partnership, limited liability
company or other business entity, make transfers in connection with
the sale or transfer of all of the party’s capital stock,
partnership interests, membership interests or other similar equity
interests, as the case may be, or all or substantially all of the
party’s assets, in any such case not undertaken for the
purpose of avoiding the restrictions imposed by the
“lock-up” agreement, (d) sell Class B Common Stock
pursuant to and in accordance with a trading plan pursuant to Rule
10b5-1 under the Exchange Act, existing on the date hereof and (e)
transfer Class B Common Stock to satisfy tax withholding
obligations pursuant to our equity incentive plans. In addition,
the lock-up provision will not restrict broker-dealers from
engaging in market making and similar activities conducted in the
ordinary course of their business.
B.
Riley Securities, Inc., in its sole discretion, may release our
Class B Common Stock and other securities subject to the lock-up
agreements described above in whole or in part at any time. When
determining whether to release our Class B Common Stock and other
securities from lock-up agreements, B. Riley Securities, Inc. will
consider, among other factors, the holder’s reasons for
requesting the release, the number of shares for which the release
is being requested and market conditions at the time of the
request.
Canada (Alberta, British Columbia, Manitoba, Ontario and
Québec Only). This
document constitutes an “exempt offering document” as
defined in and for the purposes of applicable Canadian securities
laws. No prospectus has been filed with any securities commission
or similar regulatory authority in Canada in connection with the
offer and sale of shares of Class B Common Stock described herein
(the “Securities”). No securities commission or
similar regulatory authority in Canada has reviewed or in any way
passed upon this document or on the merits of the Securities and
any representation to the contrary is an
offence.
Canadian investors are advised that
this document has been prepared in reliance on section 3A.3 of
National Instrument 33-105 Underwriting
Conflicts (“NI
33-105”). Pursuant to section 3A.3 of NI 33-105, this
document is exempt from the requirement that the issuer and the
underwriters in the offering provide Canadian investors with
certain conflicts of interest disclosure pertaining to
“connected issuer” and/or “related issuer”
relationships as may otherwise be required pursuant to subsection
2.1(1) of NI 33-105.
Resale Restrictions
The
offer and sale of the Securities in Canada are being made on a
private placement basis only and are exempt from the requirement
that the issuer prepare and file a prospectus under applicable
Canadian securities laws. Any resale of Securities acquired by a
Canadian investor in this offering must be made in accordance with
applicable Canadian securities laws, which may vary depending on
the relevant jurisdiction, and which may require resales to be made
in accordance with Canadian prospectus requirements, a statutory
exemption from the prospectus requirements, in a transaction exempt
from the prospectus requirements or otherwise under a discretionary
exemption from the prospectus requirements granted by the
applicable local Canadian securities regulatory authority. These
resale restrictions may under certain circumstances apply to
resales of the Securities outside of Canada.
Representations of Purchasers
Each Canadian investor who purchases the
Securities will be deemed to have represented to the issuer, the
underwriters and each dealer from whom a purchase confirmation is
received, as applicable, that the investor (i) is purchasing
as principal, or is deemed to be purchasing as principal in
accordance with applicable Canadian securities laws, for
investment only and not with a view to resale or redistribution;
(ii) is an “accredited investor” as such term
is defined in section 1.1 of National Instrument
45-106 Prospectus Exemptions or,
in Ontario, as such term is defined in section 73.3(1) of
the Securities
Act (Ontario); and
(iii) is a “permitted client” as such term is
defined in section 1.1 of National Instrument
31-103 Registration Requirements,
Exemptions and Ongoing Registrant Obligations.
Taxation and Eligibility for Investment
Any
discussion of taxation and related matters contained in this
document does not purport to be a comprehensive description of all
of the tax considerations that may be relevant to a Canadian
investor when deciding to purchase the Securities and, in
particular, does not address any Canadian tax considerations.
No representation or warranty is hereby made as to the tax
consequences to a resident, or deemed resident, of Canada of an
investment in the Securities or with respect to the eligibility of
the Securities for investment by such investor under relevant
Canadian federal and provincial legislation and
regulations.
S-11
Rights of Action for Damages or Rescission
Securities
legislation in certain provinces or territories of Canada may
provide a purchaser with remedies for rescission or damages if this
prospectus (including any amendment thereto) contains a
misrepresentation, provided that the remedies for rescission or
damages are exercised by the purchaser within the time limit
prescribed by the securities legislation of the purchaser's
province or territory. The purchaser should refer to any applicable
provisions of the securities legislation of the purchaser's
province or territory for particulars of these rights or consult
with a legal advisor.
Personal Information
We
and the representatives hereby notify prospective Canadian
purchasers that: (a) we may be required to provide personal
information pertaining to the purchaser as required to be disclosed
in Schedule I of Form 45-106F1 under NI 45-106 (including its
name, address, telephone number, email address, if provided, and
the number and type of securities purchased, the total purchase
price paid for such securities, the date of the purchase and
specific details of the prospectus exemption relied upon under
applicable securities laws to complete such purchase)
(“personal information”), which Form 45-106F1 may be
required to be filed by us under NI 45-106, (b) such personal
information may be delivered to the securities regulatory authority
or regulator in accordance with NI 45-106, (c) such personal
information is being collected indirectly by the securities
regulatory authority or regulator under the authority granted to it
under the securities legislation of the applicable legislation, (d)
such personal information is collected for the purposes of the
administration and enforcement of the securities legislation of the
applicable jurisdiction, and (e) the purchaser may contact the
applicable securities regulatory authority or regulator by way of
the contact information provided in Schedule 2 to Form 45-106F1.
Prospective Canadian purchasers that purchase securities in this
offering will be deemed to have authorized the indirect collection
of the personal information by each applicable securities
regulatory authority or regulator, and to have acknowledged and
consented to such information being disclosed to the Canadian
securities regulatory authority or regulator, and to have
acknowledged that such information may become available to the
public in accordance with requirements of applicable Canadian
laws.
Language of Documents
Upon receipt of this document, each Canadian
investor hereby confirms that it has expressly requested that all
documents evidencing or relating in any way to the sale of the
Securities described herein (including for greater certainty any
purchase confirmation or any notice) be drawn up in the English
language only. Par la réception
de ce document, chaque investisseur canadien confirme par les
présentes qu’il a expressément exigé que tous
les documents faisant foi ou se rapportant de quelque
manière que ce soit à la vente des valeurs
mobilières décrites aux présentes (incluant,
pour plus de certitude, toute confirmation d'achat ou tout avis)
soient rédigés en
anglais seulement.
Switzerland. The
securities will not be offered, directly or indirectly, to the
public in Switzerland and this prospectus does not constitute a
public offering prospectus as that term is understood pursuant to
article 652a or 1156 of the Swiss Federal Code of
Obligations.
European Economic Area and the United
Kingdom. In relation to
each Member State of the European Economic Area and the United
Kingdom (each, a “Member State”), no shares have been
offered or will be offered pursuant to the offering to the public
in that Member State prior to the publication of a prospectus in
relation to the shares which has been approved by the competent
authority in that Member State or, where appropriate, approved in
another Member State and notified to the competent authority in
that Member State, all in accordance with the Prospectus
Regulation, except that offers of shares may be made to the public
in that Member State at any time under the following exemptions
under the Prospectus Regulation:
|
A.
|
to any
legal entity which is a qualified investor as defined under the
Prospectus Regulation;
|
|
B.
|
to
fewer than 150 natural or legal persons (other than qualified
investors as defined under the Prospectus Regulation), subject to
obtaining the prior consent of the underwriters; or
|
|
C.
|
in any
other circumstances falling within Article 1(4) of the Prospectus
Regulation,
|
provided that no such offer of shares shall require us or any
underwriter to publish a prospectus pursuant to Article 3 of the
Prospectus Regulation or supplement a prospectus pursuant to
Article 23 of the Prospectus Regulation and each person who
initially acquires any shares or to whom any offer is made will be
deemed to have represented, acknowledged and agreed to and with
each of the underwriters and with us that it is a “qualified
investor” within the meaning of Article 2(e) of the
Prospectus Regulation.
S-12
In
the case of any shares being offered to a financial intermediary as
that term is used in Prospectus Regulation, each such financial
intermediary will be deemed to have represented, acknowledged and
agreed that the shares acquired by it in the offer have not been
acquired on a non-discretionary basis on behalf of, nor
have they been acquired with a view to their offer or resale to,
persons in circumstances which may give rise to an offer of any
shares to the public other than their offer or resale in a Member
State to qualified investors as so defined or in circumstances in
which the prior consent of the underwriters has been obtained to
each such proposed offer or resale.
For
the purposes of this provision, the expression an “offer to
the public” in relation to shares in any Member State means
the communication in any form and by any means of sufficient
information on the terms of the offer and any shares to be offered
so as to enable an investor to decide to purchase or subscribe for
any shares, and the expression “Prospectus Regulation”
means Regulation (EU) 2017/1129.
References
to the Prospectus Regulation includes, in relation to the United
Kingdom, the Prospectus Regulation as it forms part of the United
Kingdom domestic law by virtue of the European Union (Withdrawal)
Act of 2018.
United Kingdom. In
addition, in the United Kingdom, this document is being distributed
only to, and is directed only at, and any offer subsequently made
may only be directed at persons who are “qualified
investors” (as defined in the Prospectus Regulation) (i)
who have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and Markets
Act 2000 (Financial Promotion) Order 2005, as amended (the
“Order”) and/or (ii) who are high net worth
companies (or persons to whom it may otherwise be lawfully
communicated) falling within Article 49(2)(a) to (d) of the
Order and/or (iii) to whom it may otherwise be lawfully
communicated (all such persons together being referred to as
“relevant persons”) in circumstances which have not
resulted and will not result in an offer to the public of the
shares in the United Kingdom within the meaning of the Financial
Services and Markets Act 2000.
Any
person in the United Kingdom that is not a relevant person should
not act or rely on the information included in this document or use
it as basis for taking any action. In the United Kingdom, any
investment or investment activity that this document relates to may
be made or taken exclusively by relevant persons.
Hong Kong. The shares of
Class B Common Stock have not been offered or sold and will not be
offered or sold in Hong Kong, by means of any document, other than
(a) to “professional investors” as defined in the
Securities and Futures Ordinance (Cap. 571 of the Laws of Hong
Kong) (the “SFO”) of Hong Kong and any rules made
thereunder; or (b) in other circumstances which do not result in
the document being a “prospectus” as defined in the
Companies (Winding Up and Miscellaneous Provisions) Ordinance (Cap.
32) of Hong Kong) (the “CO”), or which do not
constitute an offer to the public within the meaning of the CO. No
advertisement, invitation or document relating to the shares has
been or may be issued or has been or may be in the possession of
any person for the purposes of issue, whether in Hong Kong or
elsewhere, which is directed at, or the contents of which are
likely to be accessed or read by, the public of Hong Kong (except
if permitted to do so under the securities laws of Hong Kong) other
than with respect to shares which are or are intended to be
disposed of only to persons outside Hong Kong or only to
“professional investors” as defined in the SFO and any
rules made thereunder.
Singapore. Each
underwriter has acknowledged that this prospectus has not been
registered as a prospectus with the Monetary Authority of
Singapore. Accordingly, each underwriter has represented and agreed
that it has not offered or sold any shares or caused the shares to
be made the subject of an invitation for subscription or purchase
and will not offer or sell any shares or cause the shares to be
made the subject of an invitation for subscription or purchase, and
has not circulated or distributed, nor will it circulate or
distribute, this prospectus or any other document or material in
connection with the offer or sale, or invitation for subscription
or purchase, of the shares, whether directly or indirectly, to any
person in Singapore other than:
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A.
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to an
institutional investor (as defined in Section 4A of the Securities
and Futures Act (Chapter 289) of Singapore, as modified or amended
from time to time (the “SFA”)) pursuant to Section 274
of the SFA;
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B.
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to a
relevant person (as defined in Section 275(2) of the SFA) pursuant
to Section 275(1) of the SFA, or any person pursuant to Section
275(1A) of the SFA, and in accordance with the conditions specified
in Section 275 of the SFA; or
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C.
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otherwise
pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
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Where the shares are subscribed or purchased under Section 275 of
the SFA by a relevant person which is:
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A.
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a
corporation (which is not an accredited investor (as defined in
Section 4A of the SFA)) the sole business of which is to hold
investments and the entire share capital of which is owned by one
or more individuals, each of whom is an accredited investor;
or
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B.
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a trust
(where the trustee is not an accredited investor) whose sole
purpose is to hold investments and each beneficiary of the trust is
an individual who is an accredited investor,
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securities or securities-based derivatives contracts (each term as
defined in Section 2(1) of the SFA) of that corporation or the
beneficiaries’ rights and interest (however described) in
that trust shall not be transferred within six months after that
corporation or that trust has acquired the shares pursuant to an
offer made under Section 275 of the SFA except:
S-13
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(i)
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to an
institutional investor or to a relevant person, or to any person
arising from an offer referred to in Section 275(1A) or Section
276(4)(i)(B) of the SFA;
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(ii)
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where
no consideration is or will be given for the transfer;
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(iii)
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where
the transfer is by operation of law;
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(iv)
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as
specified in Section 276(7) of the SFA; or
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(v)
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as
specified in Regulation 37A of the Securities and Futures (Offers
of Investments) (Securities and Securities-based Derivatives
Contracts) Regulations 2018.
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Singapore SFA Product Classification — In connection with
Section 309B of the SFA and the CMP Regulations 2018, unless
otherwise specified before an offer of shares, we have determined,
and hereby notify all relevant persons (as defined in Section
309A(1) of the SFA), that the shares are “prescribed capital
markets products” (as defined in the CMP Regulations 2018)
and Excluded Investment Products (as defined in MAS Notice SFA
04-N12: Notice on the Sale of Investment Products and MAS Notice
FAA-N16: Notice on Recommendations on Investment
Products).
Israel. In the State of
Israel this prospectus shall not be regarded as an offer to the
public to purchase shares of Class B Common Stock under the Israeli
Securities Law, 5728 – 1968, which requires a
prospectus to be published and authorized by the Israel Securities
Authority, if it complies with certain provisions of Section 15 of
the Israeli Securities Law, 5728 – 1968, including, inter
alia, if: (i) the offer is made, distributed or directed to not
more than 35 investors, subject to certain conditions (the
“Addressed Investors”); or (ii) the offer is made,
distributed or directed to certain qualified investors defined in
the First Addendum of the Israeli Securities Law,
5728 – 1968, subject to certain conditions (the
“Qualified Investors”). The Qualified Investors shall
not be taken into account in the count of the Addressed Investors
and may be offered to purchase securities in addition to the 35
Addressed Investors. We have not and will not take any action that
would require us to publish a prospectus in accordance with and
subject to the Israeli Securities Law, 5728 – 1968.
We have not and will not distribute this prospectus or make,
distribute or direct an offer to subscribe for our Class B Common
Stock to any person within the State of Israel, other than to
Qualified Investors and up to 35 Addressed
Investors.
Qualified
Investors may have to submit written evidence that they meet the
definitions set out in the First Addendum to the Israeli Securities
Law, 5728 – 1968. In particular, we may request, as
a condition to be offered Class B Common Stock, that Qualified
Investors will each represent, warrant and certify to us and/or to
anyone acting on our behalf: (i) that it is an investor falling
within one of the categories listed in the First Addendum to the
Israeli Securities Law, 5728 – 1968; (ii) which of
the categories listed in the First Addendum to the Israeli
Securities Law, 5728 – 1968 regarding Qualified
Investors is applicable to it; (iii) that it will abide by all
provisions set forth in the Israeli Securities Law,
5728 – 1968 and the regulations promulgated
thereunder in connection with the offer to be issued Class B Common
Stock; (iv) that the shares of Class B Common Stock that it will be
issued are, subject to exemptions available under the Israeli
Securities Law, 5728 – 1968: (a) for its own
account; (b) for investment purposes only; and (c) not issued with
a view to resale within the State of Israel, other than in
accordance with the provisions of the Israeli Securities Law,
5728 – 1968; and (v) that it is willing to provide
further evidence of its Qualified Investor status. Addressed
Investors may have to submit written evidence in respect of their
identity and may have to sign and submit a declaration containing,
inter alia, the Addressed Investor’s name, address and
passport number or Israeli identification number.
We
have not authorized and do not authorize the making of any offer of
securities through any financial intermediary on our behalf, other
than offers made by the underwriters and their respective
affiliates, with a view to the final placement of the securities as
contemplated in this document. Accordingly, no purchaser of the
shares, other than the underwriters, is authorized to make any
further offer of shares on our behalf or on behalf of the
underwriters.
Electronic Offer, Sale and Distribution of
Shares. A prospectus in
electronic format may be made available on the websites maintained
by one or more of the underwriters or selling group members, if
any, participating in this offering and one or more of the
underwriters participating in this offering may distribute
prospectuses electronically. The Representative may agree to
allocate a number of shares to underwriters and selling group
members for sale to their online brokerage account holders.
Internet distributions will be allocated by the underwriters and
selling group members that will make internet distributions on the
same basis as other allocations. Other than the prospectus in
electronic format, the information on these websites is not part of
this prospectus or the registration statement of which this
prospectus forms a part, has not been approved or endorsed by us or
any underwriter in its capacity as underwriter, and should not be
relied upon by investors.
Other Relationships. Certain of the underwriters and their affiliates
have provided, and may in the future provide, various investment
banking, commercial banking and other financial services for us and
our affiliates for which they have received, and may in the future
receive, customary fees.
S-14
Certain
legal matters relating to the validity of the securities offered
hereby will be passed upon for us by Snell
& Wilmer L.L.P., Las Vegas, Nevada. Nelson Mullins Riley
& Scarborough LLP, Washington, D.C., is counsel for the
underwriters in connection with this offering.
The
audited financial statements of RumbleOn, Inc. and subsidiaries
incorporated by reference in this prospectus and elsewhere in the
registration statement have been so incorporated by reference in
reliance upon the report of Grant Thornton LLP, independent
registered public accountants, upon the authority of said firm as
experts in accounting and auditing.
The
combined financial statements of RideNow Group and affiliates as of
December 31, 2020 and December 2019 and for the years then ended,
and as of December 31, 2019 and December 2018 and for the years
then ended, incorporated by reference in this prospectus supplement
have been so incorporated in reliance on the reports of Dixon
Hughes Goodman LLP, an independent registered public accounting
firm, incorporated herein by reference, given on the authority of
said firm as experts in auditing and accounting.
We file
reports, including annual reports on Form 10-K, quarterly reports
on Form 10-Q and current reports on Form 8-K with the SEC. The SEC
maintains an Internet website that contains reports, proxy and
information statements and other information regarding issuers,
including RumbleOn, that file electronically with the SEC. The
SEC’s Internet website
address is www.sec.gov.
Our Internet website address is www.rumbleon.com.
We have
filed with the SEC a registration statement under the Securities
Act relating to the offering of our Class B Common Stock. The
registration statement, including the attached exhibits, contains
additional relevant information about us and the Class B Common
Stock. This prospectus supplement and the accompanying prospectus
do not contain all of the information set forth in the registration
statement. The registration statement and the documents referred to
below under “Incorporation of Certain Information
by Reference” are
available on our Internet website, www.rumbleon.com
and on the SEC’s website at www.sec.gov. We
have not incorporated by reference into this prospectus supplement
the information on, or that can be accessed through, our website,
and you should not consider it to be a part of this prospectus
supplement.
The SEC
allows us to “incorporate by reference” information
into this prospectus supplement and the accompanying prospectus,
which means that we can disclose important information about us by
referring to another document filed separately with the SEC. The
information incorporated by reference is considered to be a part of
this prospectus supplement and the accompanying prospectus. This
prospectus supplement incorporates by reference the documents and
reports listed below other than portions of these documents that
are furnished under Item 2.02 or Item 7.01 of a Current Report on
Form 8–K:
●
The Annual Report
on Form 10-K for the year ended December 31, 2020, filed on March
31, 2021;
●
The Current Reports
on Form 8-K filed on March 15, 2021 (dated March 12, 2021) and
April 8, 2021; and
●
The description of
the Company’s common stock contained in the Company’s
Registration Statement on Form 8-A, filed with the SEC on October
18, 2017, as updated by the description of registrant’s
securities contained in Exhibit 4.11 to the Annual Report on Form
10-K for the year ended December 31, 2019, filed on May 29,
2020.
In
addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act shall be
deemed to be incorporated by reference in this prospectus
supplement and to be a part hereof from the date of filing of such
documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus supplement
to the extent that a statement contained herein or in any
subsequently filed document that also is or is deemed to be
incorporated by reference herein, as the case may be, modifies or
supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus
supplement.
We will
provide, without charge, to any person, including any beneficial
owner, to whom a copy of this prospectus supplement is delivered,
upon oral or written request of such person, a copy of any or all
of the documents that have been incorporated by reference in this
prospectus supplement but not delivered with the prospectus
supplement, including any exhibits to such documents that are
specifically incorporated by reference in those
documents.
Please
make your request by writing or telephoning us at the following
address or telephone number:
RumbleOn,
Inc.
901 W.
Walnut Hill Lane
Irving,
Texas 75038
Attention:
Investor Relations
Tel:
(214) 771-9952
S-15
PROSPECTUS
$50,000,000
Class B Common Stock
Preferred Stock
Debt Securities
Warrants
Units
This
prospectus relates to the sale from time to time in one or more
offerings of up to $50,000,000 of shares of our Class B Common
Stock; shares of our preferred stock, which we may issue in one or
more series or classes; debt securities, which we may issue in one
or more series; warrants to purchase our Class B Common Stock,
preferred stock or debt securities; and units (collectively
referred to as the "securities").
We will
provide the specific terms of any securities to be offered in one
or more supplements to this prospectus. The prospectus supplements
may also add, update or change information contained in this
prospectus. This prospectus may not be used to offer and sell
securities unless accompanied by a prospectus
supplement.
When
securities are offered under this prospectus, we will provide you
with a prospectus supplement describing the specific securities
being offered, the manner in which they are being offered, the
offering price of the securities and the net proceeds from the sale
of those securities. The securities may be offered separately or
together in any combination or as a separate series. You should
carefully read this prospectus and any accompanying prospectus
supplement, together with any documents incorporated by reference
herein and therein, before you invest in our securities. We may
sell these securities to or through underwriters, to other
purchasers, through dealers or agents or through any combination of
these methods, on a continuous or delayed basis. For additional
information on the methods of sale, you should refer to the section
titled "Plan of
Distribution" in this
prospectus. If any agents or underwriters are involved in the sale
of any securities with respect to which this prospectus is being
delivered, the names of such agents or underwriters and any
applicable fees, commissions, discounts and over-allotment options
will be set forth in a prospectus supplement. The price to the
public of such securities and the net proceeds that we expect to
receive from such sale will also be set forth in a prospectus
supplement.
Our
Class B Common Stock is traded on The NASDAQ Capital Market under
the symbol "RMBL." On October 24, 2019, the last reported
sale price of our Class B Common Stock on The NASDAQ Capital Market
was $3.21. Pursuant to General Instruction I.B.6 of Form S-3, in no
event will we sell our Class B Common Stock in a public primary
offering with a value exceeding more than one-third of our public
float in any 12-month period so long as our public float remains
below $75.0 million. We have not offered any securities pursuant to
General Instruction I.B.6 of Form S-3 during the 12 calendar months
before and including the date of this prospectus.
_______________
Investing
in our securities involves substantial risks. See "Risk Factors"
beginning on page 4 of this prospectus and in the applicable
prospectus supplement, and in any other document incorporated by
reference herein or therein, for factors you should consider before
buying any of our securities.
_______________
Neither
the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The
date of this prospectus is October 31, 2019.
TABLE OF CONTENTS
PROSPECTUS
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ABOUT THIS PROSPECTUS
This
prospectus is part of a "shelf"
registration statement that we have filed with the Securities and
Exchange Commission, or the SEC. By using a shelf registration
statement, we may sell, at any time and from time to time in one or
more offerings, any combination of the securities described in this
prospectus, up to a total dollar amount of $50,000,000. This
prospectus provides you with a general description of the
securities that we may offer. Each time we sell securities, we will
provide a prospectus supplement and attach it to this prospectus.
The prospectus supplement will contain more specific information
about the terms of that offering, including the specific amounts,
prices and terms of the securities offered. The prospectus
supplements may also add, update or change information contained or
incorporated by reference in this prospectus. Any statement that we
make in this prospectus will be modified or superseded by any
inconsistent statement made by us in a prospectus supplement. If
there is any inconsistency between the information in this
prospectus and the information in the prospectus supplement, you
should rely on the information in the prospectus supplement.
This prospectus may
not be used to offer or consummate a sale of securities unless it
is accompanied by a prospectus supplement.
The
exhibits to the registration statement of which this prospectus is
a part contain the full text of certain contracts and other
important documents we have summarized in this prospectus. Because
these summaries may not contain all the information that you may
find important in deciding whether to purchase the securities we
may offer, you should review the full text of these documents. The
registration statement and the exhibits can be obtained from the
SEC as indicated under the heading "Where You Can Find Additional
Information"
below.
You
should rely only on the information contained or incorporated by
reference in this prospectus or any applicable prospectus
supplements filed with the SEC. We have not authorized anyone to
provide you with different information and, if you are given any
information or representation about these matters that is not
contained or incorporated by reference in this prospectus or a
prospectus supplement, you must not rely on that information. We
are not making an offer to sell securities in any jurisdiction
where the offer or sale of such securities is not
permitted.
Neither
the delivery of this prospectus or any applicable prospectus
supplement nor any sale made using this prospectus or any
applicable prospectus supplement implies that there has been no
change in our affairs or that the information in this prospectus or
in any applicable prospectus supplement is correct as of any date
after their respective dates. You should not assume that the
information in or incorporated by reference in this prospectus or
any applicable prospectus supplement prepared by us, is accurate as
of any date other than the date(s) on the front covers of those
documents. Our business, financial condition, results of operations
and prospects may have changed since those dates.
When
used in this prospectus, the terms "RumbleOn, Inc.,"
"RumbleOn,"
"our
Company," "we," "our" and "us" refer to RumbleOn,
Inc., a Nevada corporation, and its consolidated subsidiaries,
unless otherwise specified. Unless otherwise stated or indicated by
context, the phrase "this
prospectus" refers to the
prospectus and any applicable prospectus supplement.
1
This
prospectus and the documents incorporated by reference in this
prospectus contain "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933, as amended, or the Securities Act, and
Section 21E of the Securities Exchange Act of 1934, as amended, or
the Exchange Act. These statements, which in some cases, you can
identify by terms such as "may,"
"will," "should," "could," "would," "expects," "plans," "anticipates," "believes," "estimates," "projects," "predicts," "potential" and similar expressions intended to
identify forward-looking statements, relate to future events or to
our future operating or financial performance and involve known and
unknown risks, uncertainties and other factors which may cause our
actual results, performance or achievements to be materially
different from any future results, performances or achievements
expressed or implied by the forward-looking statements. These
statements include statements regarding our operations, cash flows,
financial position and economic performance including, in
particular, future sales, competition and the effect of economic
conditions. These statements reflect our current views with respect
to future events and are based on assumptions and subject to risks
and uncertainties.
Although we believe
that these statements are based upon reasonable assumptions, these
statements expressing opinions about future outcomes and
non-historical information, are subject to a number of risks and
uncertainties, many of which are beyond our control, and reflect
future business decisions that are subject to change and,
therefore, there is no assurance that the outcomes expressed in
these statements will be achieved. Some of the assumptions, future
results and levels of performance expressed or implied in the
forward-looking statements we have made or may make in the future
inevitably will not materialize, and unanticipated events may occur
which will affect our results. Investors are cautioned that
forward-looking statements are not guarantees of future performance
and actual results or developments may differ materially from the
expectations expressed in forward-looking statements contained
herein. Given these uncertainties, you should not place undue
reliance on these forward-looking statements. We discuss many of
these risks and uncertainties in greater detail under "Risk Factors" discussed under the caption "Item 1A. Risk Factors" in Part I of our most recent Annual
Report on Form 10-K or any updates discussed under the caption
"Item 1A. Risk
Factors" in Part II of our
Quarterly Reports on Form 10-Q, together with all of the other
information appearing in or incorporated by reference into this
prospectus. You should read this prospectus completely and with the
understanding that our actual future results may be materially
different from what we expect. We qualify all of the
forward-looking statements in this prospectus by these cautionary
statements. We undertake no obligation to publicly update any
forward-looking statement, whether as a result of new information,
future events or otherwise, except as may be required under the
securities laws of the United States. You are advised, however, to
consult any additional disclosures we make in our reports filed
with the SEC.
We
qualify as an "emerging growth
company" as defined in the
Jumpstart our Business Startups Act of 2012, or the JOBS Act. An
emerging growth company may take advantage of reduced reporting and
other burdens that are otherwise applicable generally to public
companies. These provisions include (i) a requirement to have only
two years of audited financial statements and only two years of
related Management's Discussion
and Analysis of Financial Condition and Results of Operations
disclosure and (ii) an exemption from the auditor attestation
requirement in the assessment of our internal control over
financial reporting pursuant to the Sarbanes-Oxley Act of
2002.
We may
take advantage of these provisions until the end of the fiscal year
ending after the fifth anniversary of our initial public offering
or such earlier time that we are no longer an emerging growth
company and if we do, the information that we provide stockholders
may be different than you might get from other public companies in
which you hold equity. We would cease to be an emerging growth
company if we have more than $1.07 billion in annual revenue, have
more than $700 million in market value of our shares of common
stock held by non-affiliates, or issue more than $1.0 billion of
nonconvertible debt over a three year period.
The
JOBS Act permits an "emerging
growth company" like us to take
advantage of an extended transition period to comply with new or
revised accounting standards applicable to public companies. We
have elected not to take advantage of the extended transition
period for complying with new or revised accounting
standards.
2
PROSPECTUS SUMMARY
This
summary highlights information contained elsewhere in this
prospectus or the documents incorporated by reference herein. It is
not complete and may not contain all of the information that you
should consider before investing in these securities. You should
carefully read the entire prospectus, including the "Risk Factors"
section, the documents incorporated by reference into this
prospectus, and any prospectus supplement.
Overview
RumbleOn, Inc. is a
technology driven, motor vehicle dealer and e-commerce platform
provider disrupting the vehicle supply chain using innovative
technology that aggregates, processes and distributes inventory in
a faster and more cost-efficient manner.
We operate an infrastructure-light platform that
facilitates the ability of all participants in the supply chain,
including RumbleOn, other dealers and consumers to
Buy-Sell-Trade-Finance-Transport pre-owned vehicles. Our goal is to
transform the way VIN-specific pre-owned vehicles
are bought and sold by providing users
with the most comprehensive, efficient, timely and transparent
transaction experiences. While our initial customer facing emphasis
through most of 2018 was on motorcycles and other powersports, we
continue to enhance our platform to accommodate nearly any
VIN-specific vehicle including motorcycles, ATVs, boats, RVs, cars
and trucks, and via our acquisition of Wholesale, Inc. in October
2018, and Autosport USA, Inc. in February 2019, we are making a
concerted effort to grow our cars and light truck
categories.
Corporate
Information
We were incorporated as a development stage
company in the State of Nevada as Smart Server, Inc. in October
2013. In February 2017, we changed our name to RumbleOn, Inc. Our
principal executive offices are located at 901 W. Walnut Hill Lane,
Irving, Texas 75038 and our telephone number is (469) 250-1185. Our
Internet website is www.rumbleon.com. Our Annual Report on Form 10-K, Quarterly
Reports on Form 10-Q, Current
Reports on Form 8-K, and amendments to reports filed or furnished
pursuant to Sections 13(a) and 15(d) of the Exchange Act are
available, free of charge, under the Investor Relations tab of our
website as soon as reasonably practicable after we electronically
file such material with, or furnish it to, the SEC. The information
on our website, however, is not, and should not be, considered part
of this prospectus, is not incorporated by reference into this
prospectus, and should not be relied upon in connection with making
any investment decision with respect to our securities. The SEC
also maintains an Internet website located at www.sec.gov that contains the information we file or furnish
electronically with the SEC.
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Investing in our
securities involves significant risks. Before making an investment
decision, you should consider carefully the risks, uncertainties
and other factors described in our most recent Annual Report on
Form 10-K, as supplemented and updated by subsequent quarterly
reports on Form 10-Q and current reports on Form 8-K that we have
filed or will file with the SEC, and in documents which are
incorporated by reference into this prospectus, as well as the risk
factors and other information contained in or incorporated by
reference into the applicable prospectus supplement.
If any
of these risks were to occur, our business, affairs, prospects,
assets, financial condition, results of operations and cash flow
could be materially and adversely affected. If this occurs, the
market or trading price of our securities could decline, and you
could lose all or part of your investment. In addition, please read
"Cautionary Note Regarding
Forward-Looking Statements" in
this prospectus, where we describe additional uncertainties
associated with our business and the forward-looking statements
included or incorporated by reference into this
prospectus.
We will
retain broad discretion over the use of the net proceeds from the
sale of the securities offered by this prospectus. Unless otherwise
specified in the applicable prospectus supplement, we currently
expect to use the net proceeds of our sale of
securities 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, we may invest the net proceeds in
short-term interest-bearing investment grade
instruments.
4
Common Stock
Our
Articles of Incorporation authorize the issuance of 100,000,000
shares of common stock, $0.001 par value per share, of which
1,000,000 shares are designated as Class A Common Stock and all
other shares of common stock are designated as Class B Common
Stock. The Class A Common Stock ranks pari passu with all of the
rights and privileges of the Class B Common Stock, except that
holders of the Class A Common Stock are entitled to ten votes per
share of Class A Common Stock issued and outstanding. The Class B
Common Stock are identical to the Class A Common Stock in all
material respects, except that holders of the Class B Common Stock
will be entitled to one vote per share of Class B Common Stock
issued and outstanding. Our Class B Common Stock is registered
pursuant to Section 12(b) of the Exchange Act. As of October 23,
2019, 1,000,000 shares of
Class A Common Stock and 22,233,620 shares of Class B Common Stock
were issued and outstanding.
Holders
of shares of Class A Common Stock and Class B Common Stock are
entitled to share ratably in dividends, if any, as may be declared,
from time to time by our Board, in its discretion, from funds
legally available to be distributed. In the event of a liquidation,
dissolution or winding up of our company, the holders of shares of
Class A Common Stock and Class B Common Stock are entitled to share
pro rata all assets remaining after payment in full of all
liabilities and the prior payment to the preferred stockholders if
any. Holders of Class A Common Stock and Class B Common Stock have
no preemptive rights to purchase our Class A Common Stock and Class
B Common Stock. There are no conversion rights or redemption or
sinking fund provisions with respect to the Class A Common Stock or
Class B Common Stock.
Preferred Stock
Our
Articles of Incorporation authorize the issuance of 10,000,000
shares of preferred stock, $0.001 par value per share, in one or
more classes or series. The rights, preferences, privileges and
restrictions of the preferred stock of each series or class will be
determined by our Board and set forth in a certificate of
designations relating to such series or class that will amend our
Articles of Incorporation. As of October 23, 2019, no shares of
preferred stock were issued and outstanding.
Nevada Laws
The
Nevada Business Corporation Law contains a provision governing
"Acquisition of Controlling
Interest." This law provides
generally that any person or entity that acquires 20% or more of
the outstanding voting shares of a publicly-held Nevada corporation
in the secondary public or private market may be denied voting
rights with respect to the acquired shares, unless a majority of
the disinterested stockholders of the corporation elects to restore
such voting rights in whole or in part. The control share
acquisition act provides that a person or entity acquires
"control shares" whenever it acquires shares that, but for
the operation of the control share acquisition act, would bring its
voting power within any of the following three ranges:
●
20% to
33%;
●
33% to 50%;
and
●
more than
50%.
A
"control share
acquisition" is generally
defined as the direct or indirect acquisition of either ownership
or voting power associated with issued and outstanding control
shares. The stockholders or board of directors of a corporation may
elect to exempt the stock of the corporation from the provisions of
the control share acquisition act through adoption of a provision
to that effect in the articles of incorporation or bylaws of the
corporation. Our Articles of Incorporation and bylaws exempt our
Class A Common Stock and Class B Common Stock from the control
share acquisition act.
5
Exclusive Forum
Our
Articles of Incorporation and bylaws do not contain an exclusive
forum provision.
Market Information
Our
Class B Common Stock is traded on the Nasdaq Capital Market under
the symbol "RMBL."
Holders
As of
October 23, 2019, there were 74 stockholders of record of
22,233,620 issued and outstanding shares of Class B Common Stock
and two holders of record of 1,000,000 issued and outstanding
shares of our Class A Common Stock.
Transfer Agent and Registrar
The
transfer agent and registrar for our Class A Common Stock and Class
B Common Stock is West Coast Stock Transfer, Inc.
6
The
complete terms of the debt securities will be contained in the
indenture and supplemental indenture applicable to the debt
securities unless we are not required under the Trust Indenture Act
of 1939, as amended, or the Trust Indenture Act, to issue the debt
securities pursuant to an indenture. These documents have been or
will be included or incorporated by reference as exhibits to the
registration statement of which this prospectus is a part. You
should read the indenture and supplemental indenture. You should
also read the prospectus supplement, which will contain additional
information and which may update or change some of the information
below.
This
section describes the general terms of the debt securities that we
may offer using this prospectus. Further terms of the debt
securities will be stated in the applicable prospectus supplement.
The following description and any description of the debt
securities in a prospectus supplement may not be complete and is
subject to and qualified in its entirety by reference to the terms
of the applicable indenture and supplemental indenture (to the
extent we are required to issue the debt securities pursuant to an
indenture) and form of debt security.
General
We may
issue debt securities, in one or more series, as either senior or
subordinated debt or as senior or subordinated convertible or
exchangeable debt. The senior debt securities will rank equally
with any other unsubordinated debt that we may have and may be
secured or unsecured. The subordinated debt securities will be
subordinate and junior in right of payment, to the extent and in
the manner described in the instrument governing the debt, to all
or some portion of our senior indebtedness. Any convertible debt
securities that we may issue will be convertible into or
exchangeable for common stock or other securities of RumbleOn.
Conversion may be mandatory or at your option and would be at
prescribed conversion rates.
If we
are required pursuant to the provisions of the Trust Indenture Act,
the debt securities will be issued under one or more indentures,
which are contracts between us and an eligible banking institution
or other eligible party, as trustee. While the terms we have
summarized below will apply generally to any debt securities that
we may offer under this prospectus, we will describe the particular
terms of any debt securities that we may offer, including debt
securities that are issued under an indenture, in more detail in a
prospectus supplement.
If
required, we will issue the senior debt securities under the senior
indenture that we will enter into with the trustee named in the
senior indenture. If required, we will issue the subordinated debt
securities under the subordinated indenture that we will enter into
with the trustee named in the subordinated indenture. We have filed
forms of these documents as exhibits to the registration statement
of which this prospectus is a part. We use the term "indentures" to refer to both the senior indenture and
the subordinated indenture.
The
following summaries of the material provisions of the senior debt
securities, the subordinated debt securities and the indentures (to
the extent applicable to a particular issuance of our debt
securities) are not complete and are qualified in their entirety by
reference to all of the provisions of the indenture applicable to a
particular series of debt securities. You should read the
applicable prospectus supplement that we may authorize to be
provided to you related to the series of debt securities being
offered and, to the extent applicable, the complete indentures that
contain the terms of the debt securities. Forms of indentures have
been filed as exhibits to the registration statement of which this
prospectus is a part, and we will file supplemental indentures and
forms of debt securities containing the terms of the debt
securities being offered under indentures as exhibits to the
registration statement of which this prospectus is a part or such
supplemental indentures will be incorporated by reference to
reports that we file with the SEC. Except as we may otherwise
indicate, the terms of the senior indenture and the subordinated
indenture are identical.
The
indentures will be qualified under the Trust Indenture Act. We use
the term "indenture
trustee" to refer to either the
senior trustee or the subordinated trustee, as
applicable.
The
indentures do not limit the amount of other debt that we may incur
and do not contain financial or similar restrictive covenants. The
indentures do not contain any provision to protect holders of debt
securities against a sudden or dramatic decline in our ability to
pay our debt.
7
The
prospectus supplement will describe the debt securities offered and
the price or prices at which we will offer the debt securities. The
description will include:
●
the title of the
debt securities;
●
whether the debt
securities are senior debt securities or subordinated debt
securities and, if subordinated debt securities, the related
subordination terms;
●
principal amount
being offered, and, if a series, the total amount authorized and
the total amount outstanding;
●
any limit on the
aggregate principal amount of the debt securities or the series of
which they are a part;
●
the date or dates
on which we must pay the principal;
●
whether the debt
securities will be issued with any original issue
discount;
●
whether the debt
securities are convertible into common stock or other securities or
property and, if so, the terms and conditions upon which conversion
will be effected, including the initial conversion price or
conversion rate and any adjustments thereto and the conversion
period;
●
the rate or rates
at which the debt securities will bear interest, if any, the date
or dates from which interest will accrue, and the dates on which we
must pay interest;
●
whether and under
what circumstances, if any, we will pay a premium or additional
amounts on any debt securities;
●
the place or places
where we must pay the principal and any premium or interest on the
debt securities;
●
the terms and
conditions on which we may redeem or retire any debt security, if
at all;
●
any obligation to
redeem or repurchase any debt securities, and the terms and
conditions on which we must do so;
●
the denominations
in which we may issue the debt securities if other than
denominations of $1,000 and any integral multiple
thereof;
●
the manner in which
we will determine the amount of principal of or any premium or
interest or additional amounts on the debt securities;
●
the principal
amount of the debt securities that we will pay upon declaration of
acceleration of their maturity if other than 100%;
●
the amount that
will be deemed to be the principal amount for any purpose,
including the principal amount that will be due and payable upon
any maturity or that will be deemed to be outstanding as of any
date;
●
whether the debt
securities will be secured or unsecured, and the terms of any
secured debt;
●
whether the debt
securities are defeasible;
●
if applicable, the
terms of any right to convert debt securities into, or exchange
debt securities for, shares of common stock or other securities or
property;
●
restrictions on
transfer, sale or other assignment, if any;
●
our right, if any,
to defer payment of interest and the maximum length of any such
deferral period;
●
provisions for a
sinking fund, purchase or other analogous fund, if
any;
●
whether we will
issue the debt securities under indentures;
●
whether we will
issue the debt securities in the form of one or more global
securities and, if so, the respective depositaries for the global
securities and the terms of the global securities;
●
any addition to or
change in the events of default applicable to the debt securities
and any change in the right of the trustee or the holders to
declare the principal amount of any of the debt securities due and
payable;
●
any addition to or
change in the covenants in the indentures, if any, including
whether the indenture will restrict our ability or the ability of
our subsidiaries to:
o
incur additional
indebtedness;
o
issue additional
securities;
o
create
liens;
o
pay dividends or
make distributions in respect of our capital shares or the capital
shares of our subsidiaries;
o
redeem capital
shares;
o
place restrictions
on our subsidiaries' ability to
pay dividends, make distributions or transfer assets;
o
make investments or
other restricted payments;
o
sell or otherwise
dispose of assets;
8
o
enter into
sale-leaseback transactions;
o
engage in
transactions with stockholders or affiliates;
o
issue or sell
shares of our subsidiaries; or
o
effect a
consolidation or merger;
●
whether
the indenture, if any, will require us to maintain any interest
coverage, fixed charge, cash flow-based, asset-based or other
financial ratios;
●
a
discussion of any material United States federal income tax
considerations applicable to the debt securities;
●
information
describing any book-entry features;
●
procedures
for any auction or remarketing, if any; and
●
any other specific terms, preferences, rights or
limitations of, or restrictions on, the debt securities, including
any events of default that are in addition to those described in
this prospectus or any covenants provided with respect to the debt
securities that are in addition to those described above, and any
terms that may be required by us or advisable under applicable laws
or regulations or advisable in connection with the marketing
of the debt securities.
We may
sell the debt securities at a substantial discount below their
stated principal amount. We will describe United States federal
income tax considerations, if any, applicable to debt securities
sold at an original issue discount in the prospectus supplement. An
"original issue discount
security" is any debt security
that provides for an amount less than the principal amount to be
due and payable upon the declaration of acceleration of the
maturity under the terms of the applicable indenture. The
prospectus supplement relating to any original issue discount
securities will describe the particular provisions relating to
acceleration of the maturity upon the occurrence of an event of
default. In addition, we will describe United States federal income
tax or other considerations applicable to any debt securities that
are denominated in a currency or unit other than United States
dollars in the prospectus supplement.
Conversion and Exchange Rights
The
applicable prospectus supplement will describe, if applicable, the
terms on which you may convert debt securities into or exchange
them for common stock or other securities or property. The
conversion or exchange may be mandatory or may be at your option.
The prospectus supplement will describe how the number of shares of
common stock or other securities or property to be received upon
conversion or exchange would be calculated.
Subordination of Subordinated Debt Securities
Unless
the prospectus supplement indicates otherwise, the following
provisions will apply to the subordinated debt securities. The
indebtedness underlying the subordinated debt securities will be
payable only if all payments due under our senior indebtedness,
including any outstanding senior debt securities, have been made.
If we distribute our assets to creditors upon any dissolution,
winding-up, liquidation or reorganization or in bankruptcy,
insolvency, receivership or similar proceedings, we must first pay
all amounts due or to become due on all senior indebtedness before
we pay the principal of, or any premium or interest on, the
subordinated debt securities. In the event the subordinated debt
securities are accelerated because of an event of default, we may
not make any payment on the subordinated debt securities until we
have paid all senior indebtedness or the acceleration is rescinded.
If the payment of subordinated debt securities accelerates because
of an event of default, we must promptly notify holders of senior
indebtedness of the acceleration.
Unless
otherwise indicated in a prospectus supplement, we may not make any
payment on the subordinated debt securities if a default in the
payment of the principal of, premium, if any, interest or other
obligations, including a default under any repurchase or redemption
obligation, in respect of senior indebtedness occurs and continues
beyond any applicable grace period. We may not make any payment on
the subordinated debt securities if any other default occurs and
continues with respect to senior indebtedness that permits holders
of the senior indebtedness to accelerate its maturity and the
trustee receives a notice of such default from us, a holder of such
senior indebtedness or other person permitted to give such notice.
We may not resume payments on the subordinated debt securities
until the defaults are cured or certain periods pass.
If we
experience a bankruptcy, dissolution or reorganization, holders of
senior indebtedness may receive more, ratably, and holders of
subordinated debt securities may receive less, ratably, than our
other creditors.
The
indentures in the forms initially filed as exhibits to the
registration statement of which this prospectus is a part do not
limit the amount of indebtedness which we may incur, including
senior indebtedness or subordinated indebtedness, and do not limit
us from issuing any other debt, including secured debt or unsecured
debt.
9
Form, Exchange and Transfer
If
issued, the debt securities will be issued only in fully registered
form, without coupons, and, unless otherwise specified in the
prospectus supplement, only in denominations of $1,000 and any
integral multiple thereof. The indentures provide that we may issue
debt securities of a series in temporary or permanent global form
and as book-entry securities that will be deposited with, or on
behalf of, The Depository Trust Company, or DTC, or another
depositary named by us and identified in a prospectus supplement
with respect to that series. We currently anticipate that the debt
securities of each series offered and sold pursuant to this
prospectus will be issued as global debt securities as described
under "Global
Securities" and will trade in
book-entry form only.
At the
option of the holder, subject to the terms of the indentures and
the limitations applicable to global securities described in the
applicable prospectus supplement, the holder of the debt securities
of any series can exchange the debt securities for other debt
securities of the same series, in any authorized denomination and
of like tenor and aggregate principal amount.
Subject
to the terms of the indentures and the limitations applicable to
global securities set forth in the applicable prospectus
supplement, holders of the debt securities may present the debt
securities for exchange or for registration of transfer, duly
endorsed or with the form of transfer endorsed thereon duly
executed if so required by us or the security registrar, at the
office of the security registrar or at the office of any transfer
agent designated by us for this purpose. Unless otherwise provided
in the debt securities that the holder presents for transfer or
exchange, we will make no service charge for any registration of
transfer or exchange, but we may require payment of any taxes or
other governmental charges.
We will
name in the applicable prospectus supplement the security
registrar, and any transfer agent in addition to the security
registrar, that we initially designate for any debt securities. We
may at any time designate additional transfer agents or rescind the
designation of any transfer agent or approve a change in the office
through which any transfer agent acts, except that we will be
required to maintain a transfer agent in each place of payment for
the debt securities of each series.
If we
elect to redeem the debt securities of any series, we will not be
required to:
●
issue, register the
transfer or exchange of any debt securities of any series being
redeemed in part during a period beginning at the opening of
business 15 days before the day of mailing of a notice of
redemption of any debt securities that may be selected for
redemption and ending at the close of business on the day of the
mailing; or
●
register the
transfer of or exchange any debt securities so selected for
redemption, in whole or in part, except the unredeemed portion of
any debt securities we are redeeming in part.
Consolidation, Merger and Sale of Assets
Unless
otherwise specified in the prospectus supplement, we may not
consolidate with or merge into, or sell, convey, transfer, lease or
otherwise dispose of all or substantially all of our properties and
assets to, any person, and shall not permit any other person to
consolidate with or merge into us, unless:
●
either: (i) we are
the surviving corporation or (ii) the person formed by or surviving
any consolidation, amalgamation or merger or resulting from such
conversion (if other than RumbleOn) or to which such sale,
assignment, transfer, conveyance or other disposition has been
made, is a corporation, limited liability company or limited
partnership organized and validly existing under the laws of the
United States, any state of the United States or the District of
Columbia and assumes our obligations under the debt securities and
under the indentures pursuant to agreements reasonably satisfactory
to the indenture trustee;
●
immediately before
and after giving pro forma effect to such transaction, no event of
default, and no event which, after notice or lapse of time or both,
would become an event of default, has occurred and is continuing;
and
●
several other
conditions, including any additional conditions with respect to any
particular debt securities specified in the applicable prospectus
supplement, are met.
The
terms of any securities that we may offer pursuant to this
prospectus may limit our ability to merge or consolidate or
otherwise sell, convey, transfer or otherwise dispose of all or
substantially all of our assets, which terms would be set forth in
the applicable prospectus supplement and supplemental
indenture.
10
Events of Default
Unless
otherwise specified in the applicable prospectus supplement, it is
anticipated that each of the following will constitute an event of
default under the applicable indenture with respect to debt
securities of any series:
●
failure to pay
principal of or any premium on any debt security of that series
when due, whether or not, in the case of subordinated debt
securities, such payment is prohibited by the subordination
provisions of the subordinated indenture;
●
failure to pay any
interest on any debt securities of that series when due, continued
for 30 days, whether or not, in the case of subordinated debt
securities, such payment is prohibited by the subordination
provisions of the subordinated indenture;
●
failure to deposit
any sinking fund payment, when due, in respect of any debt security
of that series, whether or not, in the case of subordinated debt
securities, such deposit is prohibited by the subordination
provisions of the subordinated indenture;
●
failure to perform
or comply with the provisions described under
"—Consolidation, Merger and Sale of Assets";
●
failure to perform
any of our other covenants in such indenture (other than a covenant
included in such indenture solely for the benefit of a series other
than that series), continued for 60 days after written notice has
been given to us by the applicable indenture trustee, or the
holders of at least 25% in principal amount of the outstanding debt
securities of that series, as provided in such indenture;
and
●
certain events of
bankruptcy, insolvency or reorganization affecting us or any
significant subsidiary.
If an
event of default (other than an event of default with respect to
RumbleOn described in the last item listed above) with respect to
the debt securities of any series at the time outstanding occurs
and is continuing, either the applicable trustee or the holders of
at least 25% in principal amount of the outstanding debt securities
of that series by notice as provided in the applicable indenture
may declare the principal amount of the debt securities of that
series (or, in the case of any debt security that is an original
issue discount debt security, such portion of the principal amount
of such debt security as may be specified in the terms of such debt
security) to be due and payable immediately, together with any
accrued and unpaid interest thereon. If an event of default with
respect to RumbleOn described in the last item listed above with
respect to the debt securities of any series at the time
outstanding occurs, the principal amount of all the debt securities
of that series (or, in the case of any such original issue discount
security, such specified amount) will automatically, and without
any action by the applicable trustee or any holder, become
immediately due and payable, together with any accrued and unpaid
interest thereon. After any such acceleration, but before a
judgment or decree based on acceleration, the holders of a majority
in principal amount of the outstanding debt securities of that
series may, under certain circumstances, rescind and annul such
acceleration if all events of default, other than the non-payment
of accelerated principal (or other specified amount), have been
cured or waived as provided in the applicable Indenture. For
information as to waiver of defaults, see "—Modification and Waiver" below.
Subject
to the provisions in the indentures relating to the duties of the
trustees in case an event of default has occurred and is
continuing, each trustee will be under no obligation to exercise
any of its rights or powers under the applicable indenture at the
request or direction of any of the holders, unless such holders
have offered to such trustee reasonable security or indemnity.
Subject to such provisions for the indemnification of the trustees,
the holders of a majority in principal amount of the outstanding
debt securities of any series will have the right to direct the
time, method and place of conducting any proceeding for any remedy
available to the trustee or exercising any trust or power conferred
on the trustee with respect to the debt securities of that
series.
No
holder of a debt security of any series will have any right to
institute any proceeding with respect to the applicable indenture,
or for the appointment of a receiver or a trustee, or for any other
remedy thereunder, unless:
●
such holder has
previously given to the trustee under the applicable indenture
written notice of a continuing event of default with respect to the
debt securities of that series;
●
the holders of not
less than 25% in principal amount of the outstanding debt
securities of that series have made written request, and such
holder or holders have offered reasonable indemnity, to the trustee
to institute such proceeding as trustee; and
●
the trustee has
failed to institute such proceeding, and has not received from the
holders of a majority in principal amount of the outstanding debt
securities of that series a direction inconsistent with such
request, within 60 days after such notice, request and
offer.
However, such
limitations do not apply to a suit instituted by a holder of a debt
security for the enforcement of payment of the principal of or any
premium or interest on such debt security on or after the
applicable due date specified in such debt security.
We will
be required to furnish to each trustee annually, within 150 days
after the end of each fiscal year, a certificate by certain of our
officers as to whether or not we, to their knowledge, are in
default in the performance or observance of any of the terms,
provisions and conditions of the applicable indenture and, if so,
specifying all such known defaults.
11
Modification and Waiver
Unless
otherwise specified in the prospectus supplement, modifications and
amendments of an indenture may be made by us and the applicable
trustee with the consent of the holders of a majority in principal
amount of the outstanding debt securities of each series affected
by such modification or amendment. However, no such modification or
amendment may, without the consent of the holder of each
outstanding debt security affected thereby:
●
change the stated
maturity of the principal of, or time for payment of any
installment of principal of or interest on, any debt
security;
●
reduce the
principal amount of, or any premium or the rate of interest on, any
debt security;
●
reduce the amount
of principal of an original issue discount security or any other
debt security payable upon acceleration of the maturity
thereof;
●
change the place or
the coin or currency of payment of principal of, or any premium or
interest on, any debt security;
●
impair the right to
institute suit for the enforcement of any payment due on any debt
security;
●
modify the
subordination provisions in the case of subordinated debt
securities;
●
reduce the
percentage in principal amount of outstanding debt securities of
any series, the consent of whose holders is required for
modification or amendment of the indenture;
●
reduce the
percentage in principal amount of outstanding debt securities of
any series necessary for waiver of compliance with certain
provisions of the indenture or for waiver of certain defaults;
or
●
modify such
provisions with respect to modification, amendment or waiver,
except to increase any such percentage or to provide that certain
other provisions of the indenture cannot be modified or waived
without the consent of the holder of each outstanding debt security
affected thereby.
The
holders of a majority in principal amount of the outstanding debt
securities of any series may waive compliance by us with certain
restrictive provisions of the applicable indenture. The holders of
a majority in principal amount of the outstanding debt securities
of any series may waive any past default under the applicable
indenture, except a default in the payment of principal, premium or
interest and certain covenants and provisions of the indenture
which cannot be amended without the consent of the holder of each
outstanding debt security of such series.
Each of
the indentures provides that in determining whether the holders of
the requisite principal amount of the outstanding debt securities
have given or taken any direction, notice, consent, waiver or other
action under such indenture as of any date:
●
the principal
amount of an original issue discount security that will be deemed
to be outstanding will be the amount of the principal that would be
due and payable as of such date upon acceleration of maturity to
such date;
●
the principal
amount of a debt security denominated in one or more foreign
currencies or currency units that will be deemed to be outstanding
will be the United States-dollar equivalent, determined as of such
date in the manner prescribed for such debt security, of the
principal amount of such debt security (or, in the case of an
original issue discount security the United States dollar
equivalent on the date of original issuance of such security of the
amount determined as provided immediately above); and
●
certain debt
securities, including those owned by us or any of our other
affiliates, will not be deemed to be outstanding.
Except
in certain limited circumstances, we will be entitled to set any
day as a record date for the purpose of determining the holders of
outstanding debt securities of any series entitled to give or take
any direction, notice, consent, waiver or other action under the
applicable indenture, in the manner and subject to the limitations
provided in the indenture. In certain limited circumstances, the
trustee will be entitled to set a record date for action by
holders. If a record date is set for any action to be taken by
holders of a particular series, only persons who are holders of
outstanding debt securities of that series on the record date may
take such action.
12
Optional Redemption
If
specified in the applicable prospectus supplement, we may elect to
redeem all or part of the outstanding debt securities of a series
from time to time before the maturity date of the debt securities
of that series. Upon such election, we will notify the indenture
trustee of the redemption date and the principal amount of debt
securities of the series to be redeemed. If less than all the debt
securities of the series are to be redeemed, the particular debt
securities of that series to be redeemed will be selected by the
depositary in accordance with its procedures. The applicable
prospectus supplement will specify the redemption price for the
debt securities to be redeemed (or the method of calculating such
price), in each case in accordance with the terms and conditions of
those debt securities.
Notice
of redemption will be given to each holder of the debt securities
to be redeemed not less than 30 nor more than 60 days prior to the
date set for such redemption. This notice will include the
following information, as applicable: the redemption date; the
redemption price (or the method of calculating such price); if less
than all of the outstanding debt securities of such series are to
be redeemed, the identification (and, in the case of partial
redemption, the respective principal amounts) of the particular
debt securities to be redeemed; that on the redemption date the
redemption price will become due and payable upon each security to
be redeemed and, if applicable, that interest thereon will cease to
accrue after such date; the place or places where such debt
securities are to be surrendered for payment of the redemption
price; and that the redemption is for a sinking fund, if such is
the case.
Prior
to any redemption date, we will deposit or cause to be deposited
with the indenture trustee or with a paying agent (or, if we are
acting as our own paying agent with respect to the debt securities
being redeemed, we will segregate and hold in trust as provided in
the applicable indenture) an amount of money sufficient to pay the
aggregate redemption price of, and (except if the redemption date
shall be an interest payment date or the debt securities of such
series provide otherwise) accrued interest on, all of the debt
securities or the part thereof to be redeemed on that date. On the
redemption date, the redemption price will become due and payable
upon all of the debt securities to be redeemed, and interest, if
any, on the debt securities to be redeemed will cease to accrue
from and after that date. Upon surrender of any such debt
securities for redemption, we will pay those debt securities
surrendered at the redemption price together, if applicable, with
accrued interest to the redemption date.
Any
debt securities to be redeemed only in part must be surrendered at
the office or agency established by us for such purpose, and we
will execute, and the indenture trustee will authenticate and
deliver to a holder without service charge, new debt securities of
the same series and of like tenor, of any authorized denominations
as requested by that holder, in a principal amount equal to and in
exchange for the unredeemed portion of the debt securities that
holder surrenders.
Satisfaction and Discharge
Each
indenture will be discharged and will cease to be of further effect
as to all outstanding debt securities of any series issued
thereunder, when:
●
either:
o
all outstanding
debt securities of that series that have been authenticated (except
lost, stolen or destroyed debt securities that have been replaced
or paid and debt securities for whose payment money has theretofore
been deposited in trust and thereafter repaid to us or discharged
from such trust) have been delivered to the trustee for
cancellation; or
o
all outstanding
debt securities of that series that have not been delivered to the
trustee for cancellation have become due and payable or will become
due and payable at their stated maturity within one year or are to
be called for redemption within one year under arrangements
satisfactory to the trustee;
and in
either case we have irrevocably deposited with the trustee as trust
funds for such purpose money in an amount sufficient, without
consideration of any reinvestment of interest, to pay and discharge
the entire indebtedness of such debt securities not delivered to
the trustee for cancellation, for principal, premium, if any, and
accrued interest to the date of such deposit (in the case of debt
securities that have become due and payable) or to the stated
maturity or redemption date;
●
we have paid or
caused to be paid all other sums payable by us under the indenture
with respect to the debt securities of that series;
and
●
we have delivered
an officer's certificate and an opinion of counsel to the trustee
stating that all conditions precedent to satisfaction and discharge
of the indenture with respect to the debt securities of that series
have been complied with.
13
Legal Defeasance and Covenant Defeasance
If and
to the extent indicated in the applicable prospectus supplement, we
may elect, at our option at any time, to have provisions of the
indentures relating to defeasance and discharge of indebtedness,
which we call "legal
defeasance," relating to
defeasance of certain restrictive covenants applied to the debt
securities of any series, or to any specified part of a series,
which we call "covenant
defeasance."
Legal Defeasance. The
indentures provide that, upon our exercise of our option (if any)
to have the provisions relating to legal defeasance applied to any
debt securities, we will be discharged from all our obligations,
and, if such debt securities are subordinated debt securities, the
provisions of the subordinated indenture relating to subordination
will cease to be effective, with respect to such debt securities
(except for certain obligations to convert, exchange or register
the transfer of debt securities, to replace stolen, lost or
mutilated debt securities, to maintain paying agencies and to hold
moneys for payment in trust) upon the deposit in trust for the
benefit of the holders of such debt securities of money or United
States government obligations, or both, which, through the payment
of principal and interest in respect thereof in accordance with
their terms, will provide money in an amount sufficient to pay the
principal of and any premium and interest on such debt securities
on the respective stated maturities in accordance with the terms of
the applicable indenture and such debt securities. Such defeasance
or discharge may occur only if, among other things:
●
we have delivered
to the applicable trustee an opinion of counsel to the effect that
we have received from, or there has been published by, the United
States Internal Revenue Service a ruling, or there has been a
change in tax law, in either case to the effect that holders of
such debt securities will not recognize gain or loss for federal
income tax purposes as a result of such deposit and legal
defeasance and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been
the case if such deposit and legal defeasance were not to
occur;
●
no event of default
or event that with the passing of time or the giving of notice, or
both, shall constitute an event of default shall have occurred and
be continuing at the time of such deposit;
●
such deposit and
legal defeasance will not result in a breach or violation of, or
constitute a default under, any agreement or instrument (other than
the applicable indenture) to which we are a party or by which we
are bound;
●
we must deliver to
the trustee an officer's certificate stating that the deposit was
not made by us with the intent of preferring the holders of the
debt securities over any of our other creditors or with the intent
of defeating, hindering, delaying or defrauding any of our other
creditors or others;
●
we must deliver to
the trustee an officer's certificate stating that all conditions
precedent set forth in the items set forth immediately above and
the item set forth immediately below, as applicable, have been
complied with;
●
in the case of
subordinated debt securities, at the time of such deposit, no
default in the payment of all or a portion of principal of (or
premium, if any) or interest on any of our senior debt shall have
occurred and be continuing, no event of default shall have resulted
in the acceleration of any of our senior debt and no other event of
default with respect to any of our senior debt shall have occurred
and be continuing permitting after notice or the lapse of time, or
both, the acceleration thereof: and
●
we have delivered
to the trustee an opinion of counsel to the effect that all
conditions precedent set forth in first, third or fourth item above
have been complied with.
Covenant Defeasance.
The indentures provide that, upon our exercise of our option (if
any) to have the covenant defeasance provisions applied to any debt
securities, we may omit to comply with certain restrictive
covenants (but not to conversion, if applicable), including those
that may be described in the applicable prospectus supplement, the
occurrence of certain events of default, which are described above
in the fifth item listed under "Events of Default" above and any that may be described in
the applicable prospectus supplement, will not be deemed to either
be or result in an event of default and, if such debt securities
are subordinated debt securities, the provisions of the
subordinated indenture relating to subordination will cease to be
effective, in each case with respect to such debt securities. In
order to exercise such option, we must deposit, in trust for the
benefit of the holders of such debt securities, money or United
States government obligations, or both, which, through the payment
of principal and interest in respect thereof in accordance with
their terms, will provide money in an amount sufficient to pay the
principal of and any premium and interest on such debt securities
on the respective stated maturities in accordance with the terms of
the applicable indenture and such debt securities. Such covenant
defeasance may occur only if we have delivered to the applicable
trustee an opinion of counsel that in effect says that holders of
such debt securities will not recognize gain or loss for federal
income tax purposes as a result of such deposit and covenant
defeasance and will be subject to federal income tax on the same
amount, in the same manner and at the same times as would have been
the case if such deposit and covenant defeasance were not to occur,
and the requirements set forth in the second, third, fourth, fifth,
sixth and seventh items above are satisfied. If we exercise this
option with respect to any debt securities and such debt securities
were declared due and payable because of the occurrence of any
event of default, the amount of money and United States government
obligations so deposited in trust would be sufficient to pay
amounts due on such debt securities at the time of their respective
stated maturities but may not be sufficient to pay amounts due on
such debt securities upon any acceleration resulting from such
event of default. In such case, we would remain liable for such
payments.
14
Notices
We will
mail notices to holders of debt securities at the addresses that
appear in the security register.
Title
We may
treat the person in whose name a debt security is registered as the
absolute owner, whether or not such debt security may be overdue,
for the purpose of making payment and for all other
purposes.
Information Concerning the Indenture Trustee
The
indenture trustee undertakes to perform only those duties as are
specifically set forth in the applicable indenture. The indenture
trustee must use the same degree of care as a prudent person would
exercise or use in the conduct of his or her own affairs. The
indenture trustee shall be under no obligation to exercise any of
the rights or powers vested in it by an indenture at the request or
direction of any of the applicable holders pursuant to such
indenture unless such holders shall have offered to the indenture
trustee security or indemnity satisfactory to the trustee against
the costs, expenses and liabilities which might be incurred by it
in compliance with such request or direction.
Payment and Paying Agents
Unless
otherwise indicated in the applicable prospectus supplement,
payment of interest on a debt security on any interest payment date
will be made to the person in whose name such debt security (or one
or more predecessor securities) is registered at the close of
business on the regular record date for such interest.
Unless
otherwise indicated in the applicable prospectus supplement,
principal of and any premium and interest on the debt securities of
a particular series will be payable at the office of such paying
agent or paying agents as we may designate for such purpose from
time to time, except that at our option payment of any interest on
debt securities in certificated loan may be made by check mailed to
the address of the person entitled thereto as such address appears
in the security register. Unless otherwise indicated in the
applicable prospectus supplement, the corporate trust office of the
trustee under the senior indenture in The City of New York will be
designated as sole paying agent for payments with respect to senior
debt securities of each series, and the corporate trust office of
the trustee under the subordinated indenture in The City of New
York will be designated as the sole paying agent for payment with
respect to subordinated debt securities of each series. Any other
paying agents initially designated by us for the debt securities of
a particular series will be named in the applicable prospectus
supplement. We may at any time designate additional paying agents
or rescind the designation of any paying agent or approve a change
in the office through which any paying agent acts, except that we
will be required to maintain a paying agent in each place of
payment for the debt securities of a particular
series.
All
money paid by us to a paying agent for the payment of the principal
of or any premium or interest on any debt security which remain
unclaimed at the end of two years after such principal, premium or
interest has become due and payable will be repaid to us, and the
holder of such debt security thereafter may look only to us for
payment.
Governing Law
The
indentures and the debt securities will be governed by and
construed in accordance with the laws of the state of New
York.
15
The
complete terms of the warrants will be contained in the applicable
warrant agreement and warrant. These documents will be included or
incorporated by reference as exhibits to the registration statement
of which this prospectus is a part. You should read the warrant and
warrant agreement. You should also read the prospectus supplement,
which will contain additional information and which may update or
change some of the information below.
This
section describes the general terms of the warrants to purchase
common stock, preferred stock and/or debt securities that we may
offer using this prospectus. Further terms of the warrants will be
stated in the applicable prospectus supplement. The following
description and any description of the rights in a prospectus
supplement may not be complete and is subject to and qualified in
its entirety by reference to the terms of the warrant and warrant
agreement.
General
We may
issue additional warrants for the purchase of Class B Common Stock,
preferred stock and/or debt securities in one or more series. If we
offer warrants, we will describe the terms in a prospectus
supplement. Warrants may be offered independently, together with
other securities offered by any prospectus supplement, or through a
dividend or other distribution to stockholders and may be attached
to or separate from other securities. Warrants may be issued under
a written warrant agreement to be entered into between us and the
holder or beneficial owner, or under a written warrant agreement
with a warrant agent specified in a prospectus supplement. A
warrant agent would act solely as our agent in connection with the
warrants of a particular series and would not assume any obligation
or relationship of agency or trust for or with any holders or
beneficial owners of those warrants.
The
following are some of the terms relating to a series of warrants
that could be described in a prospectus supplement:
●
title of the
warrants;
●
aggregate number of
warrants;
●
price or prices at
which the warrants will be issued;
●
designation,
number, aggregate principal amount, denominations and terms of the
securities that may be purchased on exercise of the
warrants;
●
date, if any, on
and after which the warrants and the debt securities offered with
the warrants, if any, will be separately transferable;
●
purchase price for
each security purchasable on exercise of the warrants;
●
the terms for
changes to or adjustments in the exercise price, if
any;
●
dates on which the
right to purchase certain securities upon exercise of the warrants
will begin and end;
●
minimum or maximum
number of securities that may be purchased at any one time upon
exercise of the warrants;
●
anti-dilution
provisions or other adjustments to the exercise price of the
warrants;
●
terms of any right
that we may have to redeem the warrants;
●
effect of any
merger, consolidation, sale or other transfer of our business on
the warrants and the applicable warrant agreement;
●
name and address of
the warrant agent, if any;
●
information with
respect to book-entry procedures;
●
any material United
States federal income tax considerations; and
●
other material
terms, including terms relating to transferability, exchange,
exercise or amendments of the warrants.
Until
any warrants to purchase our securities are exercised, holders of
the warrants will not have any rights of holders of the underlying
securities.
16
The
complete terms of the units will be contained in the unit agreement
and any document applicable to the securities comprising the units.
These documents will be included or incorporated by reference as
exhibits to the registration statement of which this prospectus is
a part. You should read the unit agreement and any related
documents. You also should read the prospectus supplement, which
will contain additional information and which may update or change
some of the information below.
This
section describes the general terms of the units that we may offer
using this prospectus. Further terms of the units will be stated in
the applicable prospectus supplement. The following description and
any description of the units in a prospectus supplement may not be
complete and is subject to and qualified in its entirety by
reference to the terms of any agreement relating to the units and
the related documents applicable to the securities constituting the
units.
We may
issue units, in one or more series, consisting of any combination
of one or more of the other securities described in this
prospectus. If we offer units, we will describe the terms in a
prospectus supplement. Units may be issued under a written unit
agreement to be entered into between us and the holder or
beneficial owner, or we could issue units under a written unit
agreement with a unit agent specified in a prospectus supplement. A
unit agent would act solely as our agent in connection with the
units of a particular series and would not assume any obligation or
relationship of agency or trust for or with any holders or
beneficial owners of those units.
Each
unit will be issued so that the holder of the unit is also the
holder of each security included in the unit. Thus, the holder of a
unit will have the rights and obligations of a holder of each
included security.
The
following are some of the unit terms that could be described in a
prospectus supplement:
●
title of the
units;
●
aggregate number of
units;
●
price or prices at
which the units will be issued;
●
designation and
terms of the units and of the securities comprising the units,
including whether and under what circumstances those securities may
be held or transferred separately;
●
effect of any
merger, consolidation, sale or other transfer of our business on
the units and the applicable unit agreement;
●
name and address of
the unit agent;
●
information with
respect to book-entry procedures;
●
any material United
States federal income tax considerations; and
●
other material
terms, including terms relating to transferability, exchange,
exercise or amendments of the units.
The
provisions described in this section, as well as those described
under "Description of Capital
Stock," "Description of Debt
Securities," and "Description of Warrants," will apply to each unit and to any Class
B Common Stock, preferred stock, debt security or warrant included
in each unit, respectively.
Unless
otherwise provided in the applicable prospectus supplement, the
unit agreements will be governed by the laws of the State of New
York. The unit agreement under which a unit is issued may provide
that the securities included in the unit may not be held or
transferred separately, at any time or at any time before a
specified date. We will file as an exhibit to a filing with the SEC
that is incorporated by reference into this prospectus the forms of
the unit agreements containing the terms of the units being
offered. The description of units in any prospectus supplement will
not necessarily describe all of the terms of the units in detail.
You should read the applicable unit agreements for a complete
description of all of the terms.
17
GLOBAL SECURITIES
Unless
otherwise indicated in the applicable prospectus supplement,
securities other than Class B Common Stock will be issued in the
form of one or more global certificates, or "global securities," registered in the name of a depositary or
its nominee. Unless otherwise indicated in the applicable
prospectus supplement, the depositary will be DTC. We expect that
DTC's nominee will be Cede
& Co. Accordingly, we expect Cede & Co. to be the initial
registered holder of all securities that are issued in global form.
No person that acquires a beneficial interest in those securities
will be entitled to receive a certificate representing that
person's interest in the
securities except as described herein or in the applicable
prospectus supplement. Unless and until definitive securities are
issued under the limited circumstances described below, all
references to actions by holders of securities issued in global
form will refer to actions taken by DTC upon instructions from its
participants, and all references to payments and notices to holders
will refer to payments and notices to DTC or Cede & Co., as the
registered holder of these securities.
DTC is
a limited-purpose trust company organized under the New York
Banking Law, a "banking
organization" within the
meaning of the New York Banking Law, a member of the Federal
Reserve System, a "clearing
corporation" within the meaning
of the New York Uniform Commercial Code, and a "clearing agency" registered pursuant to the provisions of
Section 17A of the Exchange Act. DTC holds securities that DTC
participants deposit with DTC. DTC also facilitates the settlement
among DTC participants of securities transactions, such as
transfers and pledges, in deposited securities through electronic
computerized book-entry changes in DTC participants' accounts, thereby eliminating the need
for physical movement of certificates. DTC participants include
securities brokers and dealers, banks, trust companies and clearing
corporations, and may include other organizations. DTC is a wholly
owned subsidiary of the Depository Trust & Clearing Company, or
DTCC. DTCC, in turn, is owned by a number of DTC's participants and subsidiaries of DTCC as
well as by other financial companies, including the New York Stock
Exchange, Inc. and the Financial Industry Regulatory Authority,
Inc. Indirect access to the DTC system also is available to others
such as banks, brokers, dealers and trust companies that clear
through or maintain a custodial relationship with a participant,
either directly or indirectly. The rules applicable to DTC and DTC
participants are on file with the SEC.
Persons
that are not participants or indirect participants but desire to
purchase, sell or otherwise transfer ownership of, or other
interests in, securities may do so only through participants and
indirect participants. Under a book-entry format, holders may
experience some delay in their receipt of payments, as such
payments will be forwarded by our designated agent to Cede &
Co., as nominee for DTC. DTC will forward such payments to its
participants, who will then forward them to indirect participants
or holders. Holders will not be recognized by the relevant
registrar, transfer agent, trustee or warrant agent as registered
holders of the securities entitled to the benefits of our Articles
of Incorporation or the applicable indenture, warrant agreement,
trust agreement or guarantee. Beneficial owners that are not
participants will be permitted to exercise their rights only
indirectly through and according to the procedures of participants
and, if applicable, indirect participants.
Under
the rules, regulations and procedures creating and affecting DTC
and its operations as currently in effect, DTC will be required to
make book-entry transfers of securities among participants and to
receive and transmit payments to participants. DTC rules require
participants and indirect participants with which beneficial
securities owners have accounts to make book-entry transfers and
receive and transmit payments on behalf of their respective account
holders.
Because
DTC can act only on behalf of participants, who in turn act only on
behalf of participants or indirect participants, and certain banks,
trust companies and other persons approved by it, the ability of a
beneficial owner of securities issued in global form to pledge such
securities to persons or entities that do not participate in the
DTC system may be limited due to the unavailability of physical
certificates for these securities.
We
expect DTC to advise us that DTC will take any action permitted to
be taken by a registered holder of any securities under our
Articles of Incorporation or the relevant indenture, warrant
agreement, trust agreement or guarantee only at the direction of
one or more participants to whose accounts with DTC such securities
are credited.
18
Unless
otherwise indicated in the applicable prospectus supplement, a
global security will be exchangeable for the relevant definitive
securities registered in the names of persons other than DTC or its
nominee only if:
●
DTC notifies us
that it is unwilling or unable to continue as depositary for that
global security or if DTC ceases to be a clearing agency registered
under the Exchange Act when DTC is required to be so
registered;
●
we execute and
deliver to the relevant registrar, transfer agent, trustee and/or
warrant agent an order complying with the requirements of the
applicable indenture, trust agreement or warrant agreement that the
global security will be exchangeable for definitive securities in
registered form; or
●
there has occurred
and is continuing a default in the payment of any amount due in
respect of the securities or, in the case of debt securities, an
event of default or an event that, with the giving of notice or
lapse of time, or both, would constitute an event of default with
respect to these debt securities.
Any
global security that is exchangeable under the preceding sentence
will be exchangeable for securities registered in such names as DTC
directs.
Upon
the occurrence of any event described in the preceding paragraph,
DTC is generally required to notify all participants of the
availability of definitive securities. Upon DTC surrendering the
global security representing the securities and delivery of
instructions for re-registration, the registrar, transfer agent,
trustee or warrant agent, as the case may be, will reissue the
securities as definitive securities, and then such persons will
recognize the holders of such definitive securities as registered
holders of securities entitled to the benefits of our articles or
the relevant indenture trust agreement and/or warrant
agreement.
Redemption notices
will be sent to Cede & Co. as the registered holder of the
global securities. If less than all of a series of securities are
being redeemed, DTC will determine the amount of the interest of
each direct participant to be redeemed in accordance with its then
current procedures.
Except
as described above, the global security may not be transferred
except as a whole by DTC to a nominee of DTC or by a nominee of DTC
to DTC or another nominee of DTC or to a successor depositary we
appoint. Except as described above, DTC may not sell, assign,
transfer or otherwise convey any beneficial interest in a global
security evidencing all or part of any securities unless the
beneficial interest is in an amount equal to an authorized
denomination for these securities.
The
information in this section concerning DTC and DTC's book-entry system has been obtained from
sources that we believe to be accurate, but we assume no
responsibility for the accuracy thereof. None of us, any indenture
trustee, any depositary, any rights agent, any registrar and
transfer agent or any warrant agent, or any agent of any of them,
will have any responsibility or liability for any aspect of
DTC's or any
participant's records relating
to, or for payments made on account of, beneficial interests in a
global security, or for maintaining, supervising or reviewing any
records relating to such beneficial interests.
Secondary trading
in notes and debentures of corporate issuers is generally settled
in clearing-house or next-day funds. In contrast, beneficial
interests in a global security, in some cases, may trade in the
DTC's same-day funds settlement
system, in which secondary market trading activity in those
beneficial interests would be required by DTC to settle in
immediately available funds. There is no assurance as to the
effect, if any, that settlement in immediately available funds
would have on trading activity in such beneficial interests. Also,
settlement for purchases of beneficial interests in a global
security upon the original issuance of this security may be
required to be made in immediately available funds.
19
We may
sell the securities offered by this prospectus from time to time in
one or more transactions, including without
limitation:
●
through
underwriters or dealers;
●
directly to
purchasers;
●
in a rights
offering;
●
in "at the market" offerings, within the meaning of
Rule 415(a)(4) of the
Securities Act to or through a market maker or into an existing
trading market on an exchange or otherwise;
●
through
agents;
●
in block
trades;
●
through a
combination of any of these methods; or
●
through any other
method permitted by applicable law and described in a prospectus
supplement.
●
In addition, we may
issue the securities as a dividend or distribution to our existing
stockholders or other security holders.
●
The prospectus
supplement with respect to any offering of securities will include
the following information:
●
the terms of the
offering;
●
the names of any
underwriters or agents;
●
the name or names
of any managing underwriter or underwriters;
●
the purchase price
or initial public offering price of the securities;
●
the net proceeds
from the sale of the securities;
●
any delayed
delivery arrangements;
●
any underwriting
discounts, commissions and other items constituting
underwriters'
compensation;
●
any discounts or
concessions allowed or reallowed or paid to dealers;
●
any commissions
paid to agents; and
●
any securities
exchange on which the securities may be listed.
20
Sale through Underwriters or Dealers
If
underwriters are used in the sale, the underwriters may resell the
securities from time to time in one or more transactions, including
negotiated transactions, at a fixed public offering price or at
varying prices determined at the time of sale. Underwriters may
offer securities to the public either through underwriting
syndicates represented by one or more managing underwriters or
directly by one or more firms acting as underwriters. Unless we
inform you otherwise in the applicable prospectus supplement, the
obligations of the underwriters to purchase the securities will be
subject to certain conditions, and the underwriters will be
obligated to purchase all of the offered securities if they
purchase any of them. The underwriters may change from time to time
any initial public offering price and any discounts or concessions
allowed or reallowed or paid to dealers.
We will
describe the name or names of any underwriters, dealers or agents
and the purchase price of the securities in a prospectus supplement
relating to the securities.
In
connection with the sale of the securities, underwriters may
receive compensation from us or from purchasers of the securities,
for whom they may act as agents, in the form of discounts,
concessions or commissions. Underwriters may sell the securities to
or through dealers, and these dealers may receive compensation in
the form of discounts, concessions or commissions from the
underwriters and/or commissions from the purchasers for whom they
may act as agents, which is not expected to exceed that customary
in the types of transactions involved. Underwriters, dealers and
agents that participate in the distribution of the securities may
be deemed to be underwriters, and any discounts or commissions they
receive from us, and any profit on the resale of the securities
they realize may be deemed to be underwriting discounts and
commissions, under the Securities Act. The prospectus supplement
will identify any underwriter or agent and will describe any
compensation they receive from us.
Underwriters could
make sales in privately negotiated transactions and/or any other
method permitted by law, including sales deemed to be an
"at-the-market" offering, sales made directly on Nasdaq,
the existing trading market for our shares of common stock, or
sales made to or through a market maker other than on an exchange.
The name of any such underwriter or agent involved in the offer and
sale of our securities, the amounts underwritten, and the nature of
its obligations to take our securities will be described in the
applicable prospectus supplement.
Unless
otherwise specified in the prospectus supplement, each series of
the securities will be a new issue with no established trading
market, other than our shares of common stock, which are currently
listed on Nasdaq. We currently intend to list any shares of common
stock sold pursuant to this prospectus on Nasdaq. We may elect to
list any series of preferred stock on an exchange, but are not
obligated to do so. It is possible that one or more underwriters
may make a market in a series of the securities, but underwriters
will not be obligated to do so and may discontinue any market
making at any time without notice. Therefore, we can give no
assurance about the liquidity of the trading market for any of the
securities.
Under
agreements we may enter into, we may indemnify underwriters,
dealers, and agents who participate in the distribution of the
securities against certain liabilities, including liabilities under
the Securities Act, or contribute with respect to payments that the
underwriters, dealers or agents may be required to
make.
In
compliance with the guidelines of the Financial Industry Regulatory
Authority, Inc.
("FINRA"), the aggregate maximum discount,
commission, agency fees or other items constituting underwriting
compensation to be received by any FINRA member or independent
broker-dealer will not exceed 8% of the gross offering proceeds
from any offering pursuant to this prospectus and any applicable
prospectus supplement or pricing supplement, as the case may
be.
To
facilitate the offering of securities, certain persons
participating in the offering may engage in transactions that
stabilize, maintain, or otherwise affect the price of the
securities. This may include over-allotments or short sales of the
securities, which involve the sale by persons participating in the
offering of more securities than we sold to them. In these
circumstances, these persons would cover such over-allotments or
short positions by making purchases in the open market or by
exercising their over-allotment option, if any. In addition, these
persons may stabilize or maintain the price of the securities by
bidding for or purchasing securities in the open market or by
imposing penalty bids, whereby selling concessions allowed to
dealers participating in the offering may be reclaimed if
securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may be
to stabilize or maintain the market price of the securities at a
level above that which might otherwise prevail in the open market.
These transactions may be discontinued at any time.
From
time to time, we may engage in transactions with these
underwriters, dealers, and agents in the ordinary course of
business.
Direct Sales and Sales through Agents
We may
sell the securities directly. In this case, no underwriters or
agents would be involved. We also may sell the securities through
agents designated by us from time to time. In the applicable
prospectus supplement, we will name any agent involved in the offer
or sale of the offered securities, and we will describe any
commissions payable to the agent. Unless we inform you otherwise in
the applicable prospectus supplement, any agent will agree to use
its reasonable best efforts to solicit purchases for the period of
its appointment.
We may
sell the securities directly to institutional investors or others
who may be deemed to be underwriters within the meaning of the
Securities Act with respect to any sale of those securities. We
will describe the terms of any sales of these securities in the
applicable prospectus supplement.
21
Remarketing Arrangements
Securities also may
be offered and sold, if so indicated in the applicable prospectus
supplement, in connection with a remarketing upon their purchase,
in accordance with a redemption or repayment pursuant to their
terms, or otherwise, by one or more remarketing firms, acting as
principals for their own accounts or as agents for us. Any
remarketing firm will be identified and the terms of its
agreements, if any, with us and its compensation will be described
in the applicable prospectus supplement.
Delayed Delivery Contracts
If we
so indicate in the applicable prospectus supplement, we may
authorize agents, underwriters or dealers to solicit offers from
certain types of institutions to purchase securities from us at the
public offering price under delayed delivery contracts. These
contracts would provide for payment and delivery on a specified
date in the future. The contracts would be subject only to those
conditions described in the applicable prospectus supplement. The
applicable prospectus supplement will describe the commission
payable for solicitation of those contracts.
General Information
We may
have agreements with the underwriters, dealers, agents and
remarketing firms to indemnify them against certain civil
liabilities, including liabilities under the Securities Act, or to
contribute with respect to payments that the underwriters, dealers,
agents or remarketing firms may be required to make. Underwriters,
dealers, agents and remarketing firms may be customers of, engage
in transactions with or perform services for us in the ordinary
course of their businesses.
22
FOR SECURITIES ACT
LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of
the registrant. The registrant has been advised that in the opinion
of the SEC such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid by
a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted
by such director, officer or controlling person in connection with
the securities being registered, the registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final
adjudication of such issue.
Unless
otherwise indicated in the applicable prospectus supplement, the
validity of the securities being offered by this prospectus will be
passed upon by Akerman LLP, Fort Lauderdale, Florida.
The
consolidated financial statements and schedule of RumbleOn, Inc. as
of December 31, 2018 and December 31, 2017 and for the years then
ended incorporated by reference in this prospectus have been so
incorporated in reliance on the report of Scharf Pera & Co.,
PLLC, an independent registered public accounting firm,
incorporated herein by reference, given on the authority of said
firm as experts in auditing and accounting.
The
combined financial statements of Wholesale, Inc., which comprise
the combined balance sheets as of December 31, 2017, 2016, and 2015
and the related combined statements of income,
stockholder's equity, and cash
flows for the years then ended, and the related Notes to the
combined financial statements incorporated by reference in this
prospectus have been so incorporated in reliance on the report of
Henderson, Hutcherson & McCullough, PLLC, an independent
registered public accounting firm, incorporated herein by
reference, given on the authority of said firm as experts in
auditing and accounting.
The
financial statements of Wholesale Express, LLC, which comprise the
balance sheets as of December 31, 2017 and 2016, and the related
statements of income and member's equity, and cash flows for the years
then ended, and the related notes to the financial statements
incorporated by reference in this prospectus have been so
incorporated in reliance on the report of Henderson,
Hutcherson& McCullough, PLLC, an independent registered public
accounting firm, incorporated herein by reference, given on the
authority of said firm as experts in auditing and
accounting.
We have
filed with the SEC a registration statement on Form S-3 under the
Securities Act, and the rules and regulations promulgated under the
Securities Act, with respect to the securities offered under this
prospectus. This prospectus, which constitutes a part of the
registration statement, does not contain all of the information
contained in the registration statement and the exhibits and
schedules to the registration statement. Many of the contracts and
documents described in this prospectus are filed as exhibits to the
registration statements and you may review the full text of these
contracts and documents by referring to these
exhibits.
For
further information with respect to us and the securities offered
under this prospectus, reference is made to the registration
statement and its exhibits and schedules. We file reports,
including annual reports on Form 10-K, quarterly reports on Form
10-Q and current reports on Form 8-K with the SEC.
The SEC
maintains an Internet web site that contains reports, proxy and
information statements and other information regarding issuers,
including RumbleOn, that file electronically with the SEC. The
SEC's Internet website address
is http://www.sec.gov. Our Internet website address is
http://www.rumbleon.com.
23
The SEC
allows us to "incorporate by
reference" information into
this prospectus, which means that we can disclose important
information about us by referring to another document filed
separately with the SEC. The information incorporated by reference
is considered to be a part of this prospectus. This prospectus
incorporates by reference the documents and reports listed below
other than portions of these documents that are furnished under
Item 2.02 or Item 7.01 of a Current Report on Form 8–K:
●
The Annual Report
on Form 10–K for the
fiscal year ended December 31, 2018, filed on April 1,
2019;
●
Our Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019, filed
with the SEC on May 15, 2019;
●
Our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2019, filed with
the SEC on August 13, 2019;
●
The Current Reports
on Form 8–K filed on
January 14, 2019 (Form 8-K/A), January 28, 2019, February 4, 2019,
February 6, 2019, February 7, 2019, February 11, 2019, May 9, 2019,
May 10, 2019, May 15, 2019, May 22, 2019, May 31, 2019, June 5,
2019 (Form 8-K/A) and October 25, 2019; and
●
The description of
the Company's common stock
contained in the Company's
Registration Statement on Form 8-A, filed with the SEC on October
18, 2017.
In
addition, all documents subsequently filed by us pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, shall be
deemed to be incorporated by reference in this prospectus and to be
a part hereof from the date of filing of such documents. In
addition, all reports and other documents filed by us pursuant to
the Exchange Act after the date of the initial registration
statement and prior to effectiveness of the registration statement
shall be deemed to be incorporated by reference into this
prospectus. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this prospectus to the
extent that a statement contained herein or in any subsequently
filed document that also is or is deemed to be incorporated by
reference herein, as the case may be, modifies or supersedes such
statement. Any such statement so modified or superseded shall not
be deemed, except as so modified or superseded, to constitute a
part of this prospectus.
We will
provide, without charge, to any person, including any beneficial
owner, to whom a copy of this prospectus is delivered, upon oral or
written request of such person, a copy of any or all of the
documents that have been incorporated by reference in this
prospectus but not delivered with the prospectus, including any
exhibits to such documents that are specifically incorporated by
reference in those documents.
Please
make your request by writing or telephoning us at the following
address or telephone number:
RumbleOn,
Inc.
901 W.
Walnut Hill Lane
Irving,
Texas 75038
Attention:
Investor Relations
Tel:
(469) 250-1185
24
1,048,998 Shares
Class B Common Stock
________________________________________________
PROSPECTUS SUPPLEMENT
________________________________________________
B. Riley Securities
April 8, 2021
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