Item 1.01. Entry into a Material Definitive Agreement.
On July 20, 2021, RumbleOn, Inc. (the "Company" or "RumbleOn") entered into a
Second Amendment to Plan of Merger and Equity Purchase Agreement (the
"Amendment") to that certain Plan of Merger and Equity Purchase Agreement, dated
as of March 12, 2021, and that certain Joinder and First Amendment to Plan of
Merger and Equity Purchase Agreement, dated as of June 17, 2021, by and among
the Company, RO Merger Sub I, Inc., an Arizona corporation and wholly owned
subsidiary of Company, RO Merger Sub II, Inc., an Arizona corporation and wholly
owned subsidiary of Company, RO Merger Sub III, Inc., an Arizona corporation and
wholly owned subsidiary of Company, RO Merger Sub IV, Inc., an Arizona
corporation and wholly owned subsidiary of Company, RO Merger Sub V, Inc., a
Delaware corporation and wholly owned subsidiary of Company, C&W Motors, Inc.,
an Arizona corporation, CMG Powersports, Inc., a Delaware corporation, Metro
Motorcycle, Inc., an Arizona corporation, Tucson Motorcycles, Inc., an Arizona
corporation, and Tucson Motorsports, Inc., an Arizona corporation, William
Coulter, an individual, Mark Tkach, an individual, and each other Person who
owns an Equity Interest in any Transferred Entity and executes a Seller Joinder,
and Mark Tkach, as the representative of the Sellers (collectively, as amended,
the "Transaction Agreement"). Capitalized terms used but not otherwise defined
herein have the respective meanings set forth in the Transaction Agreement.
The Amendment modified certain termination rights for both the Company and the
Sellers' Representative. Both the Company and the Sellers' Representative have
the right to terminate the Transaction Agreement if the Closing does not occur
on or before September 12, 2021, as set forth in the Amendment.
The Amendment also modified Schedule 8.10 of the Transaction Agreement which
allocates equity compensation post-closing to a list of Sellers' employees
provided by Sellers' Representative.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by the Amendment, a copy of which is attached to
this Current Report on Form 8-K as Exhibit 2.1, and incorporated herein by
reference
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
2.1 * Second Amendment to Plan of Merger and Equity Purchase Agreement,
dated July 20, 2021
* Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The
registrant hereby undertakes to furnish copies of any of the omitted schedules
upon request by the U.S. Securities and Exchange Commission.
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.
Forward-Looking Statements
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.
© Edgar Online, source Glimpses