IRVING,
Texas, Dec. 13, 2024 /PRNewswire/
-- RumbleOn, Inc. (NASDAQ: RMBL) (the "Company," "RumbleOn,"
"we," "us," or "our") today announced the preliminary results of
its $10.0 million fully backstopped
registered equity rights offering (the "Rights Offering") for
shares of the Company's Class B common stock, par value
$0.001 per share (the "Class B common
stock"). The subscription period for the Rights Offering expired at
5:00 p.m. Eastern Time, on
December 12, 2024 (the "Expiration
Time"). The Rights Offering resulted in subscriptions to purchase
2,043,011 shares of Class B common stock at a price of $4.18 per share (the "Subscription Price"). The
shares of Class B common stock subscribed for are expected to be
issued to participating stockholders on or about December 17, 2024.
As previously disclosed, pursuant to the Support and Standby
Purchase Agreement, dated November 26,
2024, Stone House Capital Management, LLC, which is a holder
of Class B common stock, and is managed by Mark Cohen, a member of the board of directors
(the "Board") of the Company (together with its affiliates, the
"Standby Purchaser"), agreed to purchase from the Company in a
private placement (the "Backstop Private Placement") any shares of
Class B common stock included in the Rights Offering that are not
subscribed for and purchased by holders of the Class A common
stock, par value $0.001 per share
(the "Class A common stock", together with the Class B common
stock, the "common stock") or holders of the Class B common stock
(together, "Eligible Stockholders"), in each case as of the close
of business on November 25, 2024, for
the same per share Subscription Price payable by the Eligible
Stockholders electing to exercise their subscription rights in the
Rights Offering. Because the Rights Offering was not fully
subscribed, based on the preliminary results, the Standby Purchaser
is expected to purchase 349,333 shares of Class B common stock at
the Subscription Price in the Backstop Private Placement.
The Backstop Private Placement is expected to close on
December 19, 2024.
The Company estimates the net proceeds of the Rights Offering
and the Backstop Private Placement to be approximately $9.0 million. The Company intends to use the
proceeds from the Rights Offering and Backstop Private Placement
for general corporate purposes which may include repayment of the
Company's convertible senior 6.75% promissory notes due
January 1, 2025. The proceeds raised
will also satisfy, in part, the additional capital financing
obligations of the Company pursuant to a recent amendment to the
Company's credit agreement with Oaktree.
The results of the Rights Offering are preliminary and subject
to change pending finalization of subscription procedures by the
subscription agent. The Company expects to file a Current Report on
Form 8-K on or about December 17,
2024 that will include the final results of the Rights
Offering.
Following the completion of the Rights Offering and the Backstop
Private Placement, the Company expects to have approximately
37,713,298 shares of its Class B common stock outstanding.
Other Important Information
The offering of the Class B common stock pursuant to the Rights
Offering was made pursuant to the Company's existing effective
shelf registration statement on Form S-3 (Reg. No. 333-281862) on
file with the Securities and Exchange Commission (the "SEC") and a
prospectus supplement (and the accompanying base prospectus) filed
with the SEC on November 26,
2024.
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 was made only by means of the
prospectus supplement (and the accompanying base prospectus) filed
with the SEC on November 26,
2024.
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
closing of the Rights Offering and the Backstop Private Placement,
the anticipated delivery of shares of Class B common stock, and the
use of proceeds from the 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: the occurrence of any event,
change or other circumstance that could impact the expected timing,
completion or other terms of the 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.
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
