NT 10-K 1 rmbl_10knt.htm NT 10-K rmbl_10knt
 
 
 
 
 
 
 
 OMB APPROVAL
 
 
 
 OMB Number: 3235-0058
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 Expires: February 28, 2022
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FORM 12b-25
 SEC FILE NUMBER
 
 001-38248
 
 
 
 
 
 
 
 CUSIP NUMBER
 
 NOTIFICATION OF LATE FILING
 781386206
 
(Check one):
 Form 10-K
 Form 20-F
 Form 11-K
 Form 10-Q
 Form 10-D
 Form N-SAR
 Form N-CSR
                                   
     
                            
     
                             
     
                             
     
                             
     
                             
     
                             
     
                             
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For Period Ended:   December 31, 2019
 
 
 
 
 
 
 
 
 
 
 ☐
 Transition Report on Form 10-K
 
 
 
 
 
 
 ☐
 Transition Report on Form 20-F
 
 
 
 
 
 
 ☐
 Transition Report on Form 11-K
 
 
 
 
 
 
 ☐
 Transition Report on Form 10-Q
 
 
 
 
 
 
 ☐
 Transition Report on Form N-SAR
 
 
 
 
 
 
 
 
For the Transition Period Ended:
 
                    
 
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
 
 
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
 
 
PART I — REGISTRANT INFORMATION
 
RumbleOn, Inc.
 
Full Name of Registrant
 
 
 
Former Name if Applicable
 
901 W. Walnut Hill Lane
 
Address of Principal Executive Office (Street and Number)
 
Irving, Texas 75038
 
City, State and Zip Code
 
 
 
 
 
 
 
PART II — RULES 12b-25(b) AND (c)
 
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
 
 
 
 (a)
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense
 
 
 
 (b)
The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
 
 
 
 
 (c)
The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.
 
 
 
 
PART III – NARRATIVE
 
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
 
RumbleOn, Inc. (the "Company") previously relied on the order (the “Order”) promulgated by the Securities and Exchange Commission on March 25, 2020 in Release No. 34-88465 relating to the Securities Exchange Act of 1934, as amended, to support the delay in the filing of its Annual Report on Form 10-K for the  year ended December 31, 2019 (the "Annual Report") by May 14, 2020. On March 30, 2020, the Company filed a Current Report on Form 8-K pursuant to the Order (the “Current Report”).
 
The Company was unable to timely file the Annual Report by May 14, 2020 due to additional time required by the Company to prepare and review the Annual Report in light of circumstances related to the outbreak of the COVID-19 pandemic, which could not be eliminated without unreasonable effort or expense. The Company anticipates filing the Annual Report within the fifteen day extension period provided by Rule 12b-25.
  
  
PART IV — OTHER INFORMATION
 
(1)
Name and telephone number of person to contact in regard to this notification
 
 
Steven R. Berrard
 
 469
 
250-1185
 
(Name)
 
(Area Code)
 
(Telephone Number)
 
(2)
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s).
Yes 
No 
 
 
 
 
(3)
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
Yes 
No 
 
 
 
If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
 
  On March 30, 2020, the Company issued a press release reporting preliminary financial results for the year ended December 31, 2019. A copy of the press release was furnished as Exhibit 99.1 to the Current Report.
 
 
 
 
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RumbleOn, Inc.
 
(Name of Registrant as Specified in Charter)
 
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 14, 2020
 
 
By:
/s/ Steven R. Berrard
 
 
 
 
Name: Steven R. Berrard
 
 
 
 
Title: Chief Financial Officer

 
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