UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
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Item 1.01. Entry into Material Definitive Agreement.
As previously disclosed in the Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 filed by RumbleOn, Inc. (the “Company”), on August 9, 2023, the Company, the subsidiary guarantors party thereto, Oaktree Fund Administration, LLC and the lenders party thereto (the “Lenders”) executed Amendment No. 5 (the “Amendment No. 5”) to that certain term loan credit agreement, dated as of August 31, 2021 (as amended, the “Oaktree Credit Agreement”), pursuant to which, among other things, certain financial covenants were eliminated or modified for certain quarters. Amendment No. 5 also contained a performance covenant requiring the Company to issue the 2023 Warrants (as defined below) to the Lenders on or before August 11, 2023, which date was later extended to August 14, 2023.
In connection with Amendment No. 5, on August 14, 2023, the Company issued warrants to purchase an aggregate of 1,212,121 shares of Class B Common Stock (the “2023 Warrants”) to the Lenders. The 2023 Warrants have an initial exercise price of $12.00 per share, which may be adjusted under certain circumstances. The 2023 Warrants are exercisable immediately upon issuance and expire on the fifth anniversary of the date of issuance. The 2023 Warrants may only be exercised for cash until certain conditions are met, at which time such warrants may be exercised on a cashless basis. Further, upon the occurrence of certain events, the Company may be required to file a registration statement relating to the resale of the shares of Class B Common Stock that may be received upon exercise of the 2023 Warrants.
The foregoing description of the 2023 Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the 2023 Warrants, a form of which is attached hereto as Exhibit 4.1.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth under Item 1.01 is incorporated herein by reference. The 2023 Warrants were sold and issued without registration under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act as transactions not involving a public offering.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of 2023 Warrant. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
| 1 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RUMBLEON, INC. | ||
| Date: August 17, 2023 | By: | /s/ Mark Tkach |
| Mark Tkach | ||
| Interim Chief Executive Officer | ||
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