Business Context and Reporting Period
This Form 8-K Current Report was filed by RumbleOn, Inc. (Nasdaq: RMBL) on January 16, 2025, covering events occurring on January 13, 2025. The filing addresses significant leadership transitions and a temporary non-compliance with Nasdaq listing rules regarding board composition.
Key Financial Metrics
The filing text does not provide specific financial metrics such as revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and personnel changes.
Material Changes
- CEO Departure: Michael Kennedy ceased to serve as Chief Executive Officer and as a member of the Board of Directors effective January 13, 2025.
- CEO Appointment: Michael Quartieri was appointed Chief Executive Officer effective January 13, 2025. He previously served as a director since April 2024 and Chairman since November 2024.
- COO Appointment: Cameron Tkach was promoted from Vice President, Dealership Operations, to Executive Vice President and Chief Operating Officer effective January 13, 2025.
- Board Composition: The departure of Mr. Kennedy created a vacancy that resulted in the Board no longer having a majority of Independent Directors, triggering a Nasdaq listing deficiency.
Outlook, Risks, and Contingencies
Nasdaq Delisting Risk: The Company notified Nasdaq on January 14, 2025, of temporary non-compliance with Listing Rule 5605(b)(1) due to the lack of a majority of Independent Directors. Nasdaq acknowledged this on January 16, 2025. Trading of the common stock continues under the symbol "RMBL" with no immediate effect.
Cure Period: The Company has until the earlier of its next annual stockholders meeting or January 13, 2026, to regain compliance. If the next annual meeting occurs before July 14, 2025, compliance must be evidenced by July 14, 2025.
Related Party Transactions: The filing discloses that Cameron Tkach's spouse, Samantha Tkach, is employed by a subsidiary with approximately $130,000 in compensation since the beginning of the last fiscal year. Additionally, Mr. Tkach's father, Mark Tkach, is a Board member and shareholder involved in related party transactions detailed in prior filings.
Pending Agreements: Separation and employment agreements for Mr. Kennedy, Mr. Quartieri, and Mr. Tkach are expected to be finalized and filed as amendments within four business days of determination.
Investor Verification Checklist
- Verify the timeline for the Company's next annual stockholders meeting to determine the exact deadline for regaining Nasdaq compliance.
- Monitor upcoming Form 8-K amendments for finalized terms of the separation agreement with Michael Kennedy and employment agreements for new executives.
- Review prior filings (specifically 8-Ks from late 2024 and the 2024 Proxy Statement) to understand the scope of "Mark Tkach Related Party Transactions."
- Confirm the status of the Board's search for additional independent directors to resolve the majority independence requirement.