RumbleOn, Inc. (NASDAQ: RMBL) announced today that it has commenced a $10.0 million fully backstopped registered equity rights offering (the "Rights Offering"), pursuant to which the Company is expected to receive aggregate gross proceeds of $10.0 million, less expenses related to the Rights Offering. The Company intends to use the proceeds from the Rights Offering for general corporate purposes which may include repayment of the Company's convertible senior 6.75% promissory notes due January 1, 2025. The proceeds raised will also satisfy, in part, the additional capital financing obligations of the Company pursuant to a recent amendment to the Company's credit agreement with Oaktree.
The Company is distributing at no charge to the holders of (i) its Class A common stock, par value $0.001 per share (the "Class A common stock"), and (ii) Class B common stock, par value $0.001 per share (the "Class B common stock" and, together with the Class A common stock, the "common stock"), in each case as of the close of business on November 25, 2024 (the "Record Date"), non-transferable subscription rights (the "Subscription Rights") to purchase up to 2,392,344 shares of Class B common stock at price of $4.18 per share (the "Subscription Price"). The aggregate subscription value of all shares of Class B common stock available for purchase in the Rights Offering is $10.0 million. Each holder of common stock as of the Record Date (each, an "Eligible Stockholder") will receive one Subscription Right for each share of the common stock owned as of the Record Date. Each Subscription Right entitles the holder to purchase 0.0677 shares of Class B common stock. The Company will not issue any fractional shares of Class B common stock in the Rights Offering. Instead, the Company will round down the aggregate number of shares of Class B common stock the Eligible Stockholders are entitled to receive to the nearest whole number. Accordingly, as each Subscription Right represents the right to purchase 0.0677 shares of Class B common stock, an Eligible Stockholder must hold at least 15 shares of Class A common stock or Class B common stock to receive sufficient Subscription Rights to purchase at least one share of Class B common stock in the Rights Offering. Eligible Stockholders will not be entitled to exercise an over-subscription privilege to purchase additional shares of Class B common stock that may remain unsubscribed as a result of any unexercised Subscription Rights.
The Subscription Rights will expire and will have no value if they are not exercised prior to 5:00 p.m. Eastern Time, on the expiration time for the Rights Offering (the "Expiration Time"), which is currently expected to be 5:00 p.m. Eastern time on December 12, 2024, unless the Company, in its sole discretion, extends the period for exercising the Subscription Rights. Subject to the terms and conditions of the Support and Standby Purchase Agreement (defined below), the Company reserves the right to cancel, terminate, amend, or extend the Rights Offering at any time prior to the Expiration Time.
On November 26, 2024, the Company entered into a support and standby purchase agreement (the "Support and Standby Purchase Agreement") with Stone House Capital Management, LLC, which is a holder of Class B common stock and is managed by Mark Cohen, a member of the board of directors of the Company (together with its affiliates, the "Standby Purchaser"), and Mark Tkach and William Coulter, each of whom is a holder of the Class B common stock and a member of the board of directors of the Company (collectively, the "Support Purchasers" and, together with the Standby Purchaser, the "Investors"). The Support and Standby Purchase Agreement provides, among other things, that (i) the Standby Purchaser will purchase from the Company in a private placement any shares of Class B common stock included in the Rights Offering that are not subscribed for and purchased by Eligible Stockholders (collectively, the "Backstop Securities") for the same per share Subscription Price payable by the Eligible Stockholders electing to exercise their Subscription Rights in the Rights Offering; and (ii) each Support Purchaser will exercise all of his respective Subscription Rights in full prior to the Expiration Time.
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