RumbleOn Announces Record Date for 10.0 Million Rights Offering Offered by Investing.com

IRVING, Texas, Nov. 15, 2024 /PRNewswire/ — Company RumbleOn, Inc. (NASDAQ: RMBL) (the “Company” or “RumbleOn“) announced today that the closure of the business (4:00 pm Central Time) to November 25, 2024 fixed as the record date (the “Record Date”) of its previously announced proposal $10.0 million registered equity offering (the “Rights Offering”), which was announced on Form 8-K filed with US Securities and Exchange Commission (“SEC“) to November 12, 2024.

Under the terms of the Rights Offering, the Company expects to distribute non-transferable subscription rights (“Registration Rights”) to each holder of Class A Common Stock and Class B Common Stock (together, the “Eligible Stockholders”) as of the Record Date. All Eligible Shareholders as of the Record Date will have the opportunity to participate in the proposed Rights Split on a pro rata basis. Each Eligible Stockholder will receive one Right Subscription for each share of the Company’s Class B Common Stock held by such Eligible Stockholder as of the Record Date.

As mentioned earlier, in November 11, 2024The Company has entered into a binding term sheet (the “Rights Offering Term Sheet”) relating to the Rights Offering by Stone House Capital Management, LLC (and its affiliates, the “Background Investor”), and Mark Tkach again William Coulter (each, the “Backstop Investor,” and the Backstop Investor, the “Investors”) where the Company has agreed that the subscription price to be paid upon exercise of the Subscription Rights will be less than (i) a 20% discount on the estimated volume of the days -30 (“VWAP”) per share of the Company’s Class B Common Stock immediately prior to the date of the Rights Offering Term Sheet and (ii) a 20% discount to the 10-day VWAP per share of the Company’s Class B Common Stock immediately prior to the date of exercise of the Offer Agreement -Backstop (as defined below) (“Subscription Price”). The final subscription price has not been determined. The Company expects to determine and announce the remaining terms of the Rights Offering prior to the commencement of the Rights Offering.

Pursuant to the Rights Offering Term Sheet, the Backstop Investor has agreed to enter into a pending purchase agreement with the Company (the “Backstop Agreement”) under which the Backstop Investor will be required to (i) exercise its right to purchase all of the shares. of Class B Common Stock available upon full exercise of the Backstop Investor’s (or its affiliates and related entities) pro rata subscription rights prior to the expiration date. Rights Offering and (ii) if and only if the Rights Offering is not fully subscribed on the expiration date, all shares of Class B Common Stock covered by the Rights Offering remain unsubscribed on the expiration date at the same Subscription price and on the same terms and conditions as other registrants of the Rights Offering.

Pursuant to the Entitlement Term Sheet, each of these Investor Support you have agreed to enter into support agreements (each, a “Support Agreement”) with the Company at the same time as the Backend Agreement. Pursuant to the Support Agreements, each Supporting Investor will agree to exercise its right to purchase all shares of Class B Common Stock available for the full exercise of the rights of the Supporting Investors (or their affiliates and related parties) pro rata subscription rights to the Rights. A donation.

Other Important Information

The Rights Offering is expected to be made pursuant to the Company’s effective shelf registration statement on Form S-3, filed with SEC to August 30, 2024 and declared effective by September 10, 2024and a prospectus supplement containing the detailed terms of the Rights Offering to be filed with SEC. The information in this press release is incomplete and subject to change. This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any offer, solicitation or sale of securities in any state or place where such offer, solicitation or sale would be unlawful. under the securities laws of that state or territory. The Rights Offering will be made only by means of a prospectus and related prospectus supplement. Copies of the prospectus and the related prospectus supplement, when available, will be delivered to all eligible shareholders as of the record date of the Rights Offering and may be obtained free of charge from the website maintained SEC at www.sec.gov or by contacting the Rights Offering information agent.

About RumbleOn

Company RumbleOn, Inc. (NASDAQ – RMBL), operates through two operating divisions: our Powersports dealer group and Wholesale Express, LLCa logistics services provider specializing in the automotive industry. Our Powersports team is the largest powersports team the United States (as measured by reported revenue, gross unit sales and sales locations), offers more than 500 powersports franchises representing 50 different brands. Our Powersports Group sells a wide selection of new and pre-owned products, including parts, apparel, accessories, finance and insurance products and services, and aftermarket products. We are a major buyer of pre-owned powersports vehicles the United States and use RideNow’s Cash Offer to get cars directly from buyers.

For more information RumbleOnplease 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. These forward-looking statements include, but are not limited to, those relating to the Company’s plans to launch a Rights Offering. , the expected final terms, timing and completion of the proposed Rights Offering, and the use of proceeds from the proposed Rights Offering. Forward-looking statements can generally be identified by words such as “expect,” “believe,” “continue,” “may,” “estimate,” “anticipate,” “intend,” “hope,” “may,” “plan,” “likely, ” “potential,” “forecast,” “projects,” “should,” “target,” “may” and similar expressions, although not all forward-looking statements contain these symbols. words. Such statements are subject to a number of important factors, risks and uncertainties that could cause actual events or results to differ materially from current expectations and beliefs, including, but not limited to, risks and uncertainties related to: whether the proposed operations will be completed on time, or at all; the risk that all closing conditions of the proposed rights offering are not satisfied; the occurrence of any event, change or other condition that may cause the Company not to proceed with the Grant of Rights; the determination of the final terms of the proposed Rights Offering; the satisfaction of customary closing conditions related to the proposed Rights Offering; risks associated with diverting management’s attention from Photo by RumbleOn ongoing business operations; the effect of general economic, industrial or political conditions on the United States or other countries, and other risk factors set forth under the caption “Risk Factors” in the registration statement, as amended, and Photo by RumbleOn Annual Report for the past year December 31, 2023 and quarterly Form 10-Q reports are complete March 30, 2024, June 30, 2024 again September 30, 2024 and any other subsequent filling done by SEC with RumbleOn. There can be no guarantee of that RumbleOn will be able to complete the proposed Rights Offering on anticipated terms, or at all. Any forward-looking statements contained in this press release speak only as of the date hereof, and RumbleOn expressly 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.