IRVING,
Texas, Nov. 15, 2024 /PRNewswire/ -- RumbleOn,
Inc. (NASDAQ: RMBL) (the "Company" or "RumbleOn") announced today
that the close of business (4:00 p.m.
Central Time) on November 25,
2024 has been fixed as the record date (the "Record Date")
for its previously announced proposed $10.0
million registered equity rights offering (the "Rights
Offering"), which was announced in a Form 8-K filed with the U.S.
Securities and Exchange Commission ("SEC") on November 12, 2024.
Under the terms of the Rights Offering, the Company expects to
distribute non-transferable subscription rights (the "Subscription
Rights") to each holder of its Class A Common Stock and Class B
Common Stock (together, the "Eligible Stockholders") as of the
Record Date. All Eligible Stockholders as of the Record Date will
have the opportunity to participate in the proposed Rights Offering
on a pro rata basis. Each Eligible Stockholder will receive one
Subscription Right per share of the Company's Class A Common Stock
and Class B Common Stock held by such Eligible Stockholder as of
the Record Date.
As previously disclosed, on November 11,
2024, the Company entered into a binding term sheet (the
"Rights Offering Term Sheet") related to the Rights Offering with
Stone House Capital Management, LLC (together with its affiliates,
the "Backstop Investor"), and Mark
Tkach and William Coulter
(each, a "Supporting Investor," and together with the Backstop
Investor, the "Investors") pursuant to which the Company has agreed
that the subscription price to be paid upon exercise of the
Subscription Rights will be the lower of a (i) 20% discount to the
30-day volume-weighted average price ("VWAP") per share of the
Company's Class B Common Stock immediately prior to the date of the
Rights Offering Term Sheet and (ii) 20% discount to the 10-day VWAP
per share of the Company's Class B Common Stock immediately prior
to the date of execution of the Backstop Agreement (as defined
below) (the "Subscription Price"). The final Subscription Price has
not yet been determined. The Company expects to determine and
announce the remaining terms of the Rights Offering prior to the
commencement of the Rights Offering.
Pursuant to the Rights Offering Term Sheet, the Backstop
Investor has agreed to enter into a standby purchase agreement with
the Company (the "Backstop Agreement") pursuant to which the
Backstop Investor will be required to (i) exercise its right to
purchase all shares of Class B Common Stock available from the full
exercise of the Backstop Investor's (or its affiliates' and related
parties') pro rata subscription rights prior to the expiration date
of the Rights Offering and (ii) if and only if the Rights Offering
is not fully subscribed at the expiration date, all shares of Class
B Common Stock included in the Rights Offering that remain
unsubscribed for at the expiration date at the same Subscription
Price and on the same terms and conditions as other subscribers in
the Rights Offering.
Pursuant to the Rights Offering Term Sheet, each of the
Supporting Investors has agreed to enter into support agreements
(each, a "Support Agreement") with the Company at substantially the
same time as the Backstop Agreement. Pursuant to the Support
Agreements, each Supporting Investor will agree to exercise its
right to purchase all shares of Class B Common Stock available from
the full exercise of such Supporting Investor's (or its affiliates'
and related parties') pro rata subscription rights in the Rights
Offering.
Other Important Information
The Rights Offering is expected to be made pursuant to the
Company's effective shelf registration statement on Form S-3, filed
with the SEC on August 30, 2024 and
declared effective on September 10,
2024, and a prospectus supplement containing the detailed
terms of the Rights Offering to be filed with the SEC. The
information in this press release is not complete and is subject to
change. This press release shall not constitute an offer to sell or
a solicitation of an offer to buy any securities, nor shall there
be any offer, solicitation or sale of the securities in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful under the securities laws of such state or jurisdiction.
The Rights Offering will be made only by means of a prospectus and
a related prospectus supplement. Copies of the prospectus and
related prospectus supplement, when they become available, will be
distributed to all eligible stockholders as of the Rights Offering
record date and may also be obtained free of charge at the website
maintained by the SEC at www.sec.gov or by contacting the
information agent for the Rights Offering.
About RumbleOn
RumbleOn, Inc. (NASDAQ - RMBL), operates through two operating
segments: our Powersports dealership group and Wholesale Express,
LLC, an asset-light transportation services provider focused on the
automotive industry. Our Powersports group is the largest
powersports retail group in the United
States (as measured by reported revenue, major unit sales
and dealership locations), offering over 500 powersports franchises
representing 50 different brands of products. Our Powersports group
sells a wide selection of new and pre-owned products, including
parts, apparel, accessories, finance & insurance products and
services, and aftermarket products. We are the largest purchaser of
pre-owned powersports vehicles in the
United States and utilize RideNow's Cash Offer to acquire
vehicles directly from consumers.
For more information on RumbleOn, please visit rumbleon.com.
Cautionary Note on Forward-Looking Statements
The Company's press release contains statements that constitute
"forward-looking statements" within the meaning of The Private
Securities Litigation Reform Act of 1995. Such forward-looking
statements include, but are not limited to, those regarding the
Company's plans to launch a Rights Offering, the anticipated final
terms, timing and completion of the proposed Rights Offering, and
the use of proceeds from the proposed Rights Offering.
Forward-looking statements generally can be identified by words
such as "anticipates," "believes," "continues," "could,"
"estimates," "expects," "intends," "hopes," "may," "plan,"
"possible," "potential," "predicts," "projects," "should,"
"targets," "would" and similar expressions, although not all
forward-looking statements contain these identifying words. Such
statements are subject to numerous important factors, risks and
uncertainties that may cause actual events or results to differ
materially from current expectations and beliefs, including, but
not limited to, risks and uncertainties related to: whether the
proposed transactions will be completed in a timely manner, or at
all; the risk that all of the closing conditions for the proposed
Rights Offering are not satisfied; the occurrence of any event,
change or other circumstance that could cause the Company not to
proceed with the Rights Offering; the determination of the final
terms of the proposed Rights Offering; the satisfaction of
customary closing conditions related to the proposed Rights
Offering; risks related to the diversion of management's attention
from RumbleOn's ongoing business operations; the impact of general
economic, industry or political conditions in the United States or internationally, as well
as the other risk factors set forth under the caption "Risk
Factors" in the registration statement, as amended, and in
RumbleOn's Annual Report for the year ended December 31, 2023 and Quarterly Reports on Form
10-Q for the quarters ended March 30,
2024, June 30, 2024 and
September 30, 2024 and in any other
subsequent filings made with the SEC by RumbleOn. There can be no
assurance that RumbleOn will be able to complete the proposed
Rights Offering on the anticipated terms, or at all. Any
forward-looking statements contained in this press release speak
only as of the date hereof, and RumbleOn specifically disclaims any
obligation to update any forward-looking statement, whether as a
result of new information, future events or otherwise, except as
required by law.
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SOURCE RumbleOn
