Ridenow Group, Inc. current report, 21 October 2019

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Business Context and Reporting Period

This Form 8-K was filed by RumbleOn, Inc. (trading symbol: RMBL) on October 21, 2019. The registrant is an emerging growth company incorporated in Nevada with principal executive offices in Coppell, Texas. The filing addresses corporate governance changes and a subsequent notice from the NASDAQ Capital Market regarding listing compliance.

Key Financial Metrics

The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and listing status rather than financial performance.

Material Changes

  • Board Resignation: Joseph E. Reece resigned as a member of the Board of Directors, the Compensation Committee, and the Nominating and Corporate Governance Committee effective October 21, 2019, to accept a position as Partner and Head of Advisory Services at BDT & Company.
  • Listing Compliance Notice: Following Mr. Reece's resignation, the Board no longer consists of a majority of independent directors. Consequently, the Company received a notice from NASDAQ on October 23, 2019, stating it no longer meets Listing Rule 5605.

Outlook, Risks, and Contingencies

  • Compliance Deadline: The Company has until the earlier of its next annual shareholders' meeting or October 21, 2020, to regain compliance with the majority independent director requirement. If the next annual meeting occurs before April 20, 2020, the deadline is April 20, 2020.
  • Current Trading Status: The NASDAQ notice has no immediate effect on the listing of the Company's Class B common stock, which continues to trade on NASDAQ under the symbol "RMBL."
  • Remediation: The Board has commenced a search to identify a qualified candidate to replace Mr. Reece.

Investor Verification Checklist

  • Verify the timeline for the Company's next annual shareholders' meeting to determine the exact deadline for regaining NASDAQ compliance.
  • Monitor subsequent filings for the appointment of a new independent director to restore the majority independent board composition.
  • Confirm that the resignation of Mr. Reece does not impact the Company's ongoing operations or strategic direction beyond the governance structure.