Business Context and Reporting Period
This Form 8-K filing by RumbleOn, Inc. (formerly Ridenow Group, Inc.) covers the period ending February 11, 2019. The company, an emerging growth company incorporated in Nevada, operates as an online marketplace for used vehicles. The report details the closing of a public equity offering.
Key Financial Metrics
- Capital Raised: The company sold 1,110,000 Firm Shares and 166,500 Additional Shares (totaling 1,276,500 shares) of Class B Common Stock.
- Offering Price: Shares were sold to underwriters at $5.16 per share and offered to the public at $5.55 per share.
- Net Proceeds: Approximately $6.5 million after deducting underwriting discounts and offering expenses.
- Revenue and Profit: The filing text does not provide specific revenue, profit, or cash flow figures for the reporting period.
- Debt and Liquidity: The filing text does not provide specific debt or liquidity ratios, though the proceeds are intended to bolster working capital.
Material Changes
The primary material change is the increase in equity capital and cash reserves resulting from the successful closing of the public offering on February 11, 2019. The underwriters exercised their option to purchase the Additional Shares on February 8, 2019.
Guidance, Outlook, and Use of Proceeds
Management intends to use the net proceeds for working capital and general corporate purposes. Specific allocations may include:
- Purchases of additional inventory held for sale.
- Increased spending on marketing and advertising.
- Capital expenditures necessary to grow the business.
Pending these uses, the company may invest the net proceeds in short-term interest-bearing investment-grade instruments. The filing does not contain specific forward-looking financial guidance or risk factors beyond standard underwriting agreement representations.
Investor Verification Checklist
- Verify the final closing date of the offering (February 11, 2019) and the exact number of shares issued.
- Confirm the net proceeds of approximately $6.5 million against the gross offering amount and underwriting fees.
- Review the attached Underwriting Agreement (Exhibit 1.1) for specific covenants and indemnification obligations.
- Monitor future filings to track the actual deployment of proceeds into inventory and marketing as stated.