Item 1.01. Entry into a Material Definitive Agreement.
On July 15, 2021, RumbleOn, Inc. (the "Company" or "RumbleOn") entered into an
amendment (the "Amendment") to the Warrant, dated March 12, 2021, with Oaktree
Capital Management L.P. (the "Warrant"). The Amendment clarifies the definition
of Warrant Price. A copy of the Amendment is attached hereto as Exhibit 10.1 and
incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
Exhibit No. Description
10.1 First Amendment to Warrant to Purchase Class B Common Stock, dated
July 15, 2021.
Additional Information about the Transaction and Where to Find It
In connection with the Transaction, on July 1, 2021, RumbleOn filed with the SEC
and commenced the mailing to stockholders of its definitive proxy statement and
proxy card relating to the Transaction. INVESTORS AND STOCKHOLDERS OF RUMBLEON
ARE URGED TO READ THESE MATERIALS (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS
THERETO) AND ANY OTHER RELEVANT DOCUMENTS IN CONNECTION WITH THE TRANSACTION
THAT RUMBLEON WILL FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY
WILL CONTAIN IMPORTANT INFORMATION ABOUT RUMBLEON, RIDENOW, AND THE TRANSACTION.
The definitive proxy statement and other relevant materials in connection with
the Transaction (when they become available), and any other documents filed by
RumbleOn with the SEC, may be obtained free of charge at the SEC's website
(www.sec.gov) or by visiting RumbleOn's investor resources section at
www.rumbleon.com. The information contained on, or that may be accessed through,
the websites referenced in this report is not incorporated by reference into,
and is not a part of, this report.
Participants in the Solicitation
RumbleOn and its directors and executive officers may be deemed participants in
the solicitation of proxies from RumbleOn's stockholders with respect to the
Transaction. A list of the names of those directors and executive officers and a
description of their interests in RumbleOn are included in the definitive proxy
statement relating to the Transaction and available at www.sec.gov. Additional
information regarding the interests of such participants is contained in the
definitive proxy statement relating to the Transaction. Information about
RumbleOn's directors and executive officers and their ownership of RumbleOn's
common stock is set forth in the definitive proxy statement and in RumbleOn's
Annual Report on Form 10-K for the year ended December 31, 2020, which was filed
with the SEC on March 31, 2021. Other information regarding the interests of the
participants in the proxy solicitation is included in the definitive proxy
statement relating to the Transaction. These documents can be obtained free of
charge from the sources indicated above.
No Offer or Solicitation
This report not constitute an offer to sell or the solicitation of an offer to
buy any securities or a solicitation of any vote or approval, by RumbleOn, nor
shall there be any sale of the securities in any state in which such offer,
solicitation or sale would be unlawful before the registration or qualification
under the securities laws of such state. Any offering of the securities will
only be by means of a statutory prospectus meeting the requirements of the rules
and regulations of the SEC and applicable law or in accordance with an
applicable exemption from the registration requirements thereof.
Certain statements made in this report are "forward-looking statements" within
the meaning of the "safe harbor" provisions of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements may be identified by the use of
words such as "target," "believe," "expect," "will," "shall," "may,"
"anticipate," "estimate," "would," "positioned," "future," "forecast," "intend,"
"plan," "project," "outlook", and other similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Examples of forward-looking statements include, among others,
statements made in this report regarding the Transaction, including the benefits
of the Transaction, revenue opportunities, anticipated future financial and
operating performance, and results, including estimates for growth, and the
expected timing of the Transaction. Forward-looking statements are neither
historical facts nor assurances of future performance. Instead, they are based
only on management's current beliefs, expectations, and assumptions. Because
forward-looking statements relate to the future, they are subject to inherent
uncertainties, risks and changes in circumstances that are difficult to predict
and many of which are outside of RumbleOn's control. Actual results and outcomes
may differ materially from those indicated in the forward-looking statements.
Therefore, you should not rely on any of these forward-looking statements.
Important factors that could cause actual results and outcomes to differ
materially from those indicated in the forward-looking statements include, among
others, the following: (1) the occurrence of any event, change, or other
circumstances that could give rise to the termination of the Transaction; (2)
the failure to obtain debt and equity financing required to complete the
Transaction; (3) the failure to obtain the OEM approvals; (4) the inability to
complete the Transaction, including due to failure to obtain approval of the
stockholders of RumbleOn, certain regulatory approvals, or satisfy other
conditions to closing in the definitive agreement; (5) the impact of the
COVID-19 pandemic on RumbleOn's business and/or the ability of the parties to
complete the Transaction; (6) the risk that the Transaction disrupts current
plans and operations as a result of the announcement and consummation of the
Transaction; (7) the ability to recognize the anticipated benefits of the
Transaction, which may be affected by, among other things, competition, the
ability of management to integrate the combined company's business and
operations, and the ability of the parties to retain its key employees; (8)
costs related to the Transaction; (9) changes in applicable laws or regulations;
(10) risks relating to the uncertainty of pro forma and projected financial
information with respect to the combined company; and (11) other risks and
uncertainties indicated from time to time in the definitive proxy statement
filed with the Securities and Exchange Commission (the "SEC") relating to the
Transaction, including those under "Risk Factors" therein, and in RumbleOn's
other filings with the SEC. RumbleOn cautions that the foregoing list of factors
is not exclusive. RumbleOn cautions readers not to place undue reliance upon any
forward-looking statements, which speak only as of the date made. RumbleOn does
not undertake or accept any obligation or undertaking to release publicly any
updates or revisions to any forward-looking statements to reflect any change in
their expectations or any change in events, conditions, or circumstances on
which any such statement is based, whether as a result of new information,
future events, or otherwise, except as may be required by applicable law.
Neither RumbleOn nor RideNow gives any assurance that after the Transaction the
combined company will achieve its expectations.
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