Form 8-K - Current report

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 29, 2023

RumbleOn, Inc.

(Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation)			001-38248 (Commission File Number)			46-3951329 (I.R.S. Employer Identification No.)
901 W. Walnut Hill Lane, Suite 110A
Irving, Texas						75038
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 

¨			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
¨			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Class B Common Stock, $0.001 par value			RMBL			The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

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Item 1.01. Entry into a Material Definitive Agreement.

Sale of RumbleOn Finance Receivable Portfolio

On December 29, 2023, RumbleOn, Inc. (the “Company”) entered into a Purchase Agreement (the “Purchase Agreement”) by and among the Company, its subsidiaries RumbleOn Finance, LLC and ROF SPV I, LLC (together, the “Subsidiaries”) and Clear Haven 2021 Trust, a Delaware statutory trust (“Buyer”). In accordance with the terms of the Purchase Agreement, the Company completed the sale of a portfolio of retail installment sales contracts and/or promissory notes secured by vehicle loans held by the Subsidiaries to the Buyer for an aggregate purchase price of $17.0 million (the “Portfolio Sale”). The net cash proceeds the Company received from the Portfolio Sale was approximately $3.0 million after the satisfaction of secured indebtedness, expenses, commissions, and fees. Following the Portfolio Sale, the Company remitted the net proceeds, available cash collections, and formerly restricted cash to Oaktree Fund Administration, LLC to reduce the Company’s outstanding debt under its Term Loan Credit Agreement dated August 31, 2021, as amended.

Other than in respect to the transactions discussed above in connection with the Purchase Agreement, there are no material relationships between the Company and the Buyer or any of its affiliates, or any director or officer or any associates of any such director or officer.

Item 9.01. Financial Statements and Exhibits.

(d)Exhibits

Exhibit						Description
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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: January 4, 2024			By:			/s/ Mathew W. Grynwald
						Mathew W. Grynwald
						General Counsel and Secretary

Cover	Nov. 07, 2023
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 29, 2023
Entity Registrant Name	RumbleOn, Inc.
Entity Incorporation, State or Country Code	NV
Entity File Number	001-38248
Entity Tax Identification Number	46-3951329
Entity Address, Address Line Two	Suite 110A
Entity Address, Address Line One	901 W. Walnut Hill Lane,
Entity Address, City or Town	Irving,
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75038
City Area Code	214
Local Phone Number	771-9952
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Class B Common Stock, $0.001 par value
Trading Symbol	RMBL
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false
Amendment Flag	false
Entity Central Index Key	0001596961

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