RumbleOn Announces Record Date for Proposed $100.0 Million Rights Offering

RumbleOn, Inc. (NASDAQ: RMBL) (the "Company" or "RumbleOn") announced today that its Board of Directors has fixed the close of business on November 13, 2023 as the record date (the “Record Date”) for its previously announced proposed $100.0 million equity rights offering (the “Rights Offering”), which was initially announced by press release dated August 9, 2023 and filed with the Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on August 11, 2023.

Under the terms of the Rights Offering, the Company expects to distribute non-transferable subscription rights (the “Subscription Rights”) to each holder of its Class A common stock and Class B common stock (together, the “Eligible Stockholders”) as of the Record Date. The subscription period for the Rights Offering is expected to commence on or about November 13, 2023, and terminate approximately 16 calendar days thereafter, on November 28, 2023. All Eligible Stockholders as of the Record Date will have the opportunity to participate in the $100.0 million proposed Rights Offering on a pro rata basis. Each Eligible Stockholder will receive one Subscription Right per share of the Company’s Class A common stock and Class B common stock held by such Eligible Stockholder as of the Record Date.

The Company has not yet determined the subscription price to be paid upon exercise of the Subscription Rights. The Company expects to determine and announce the remaining terms of the Rights Offering prior to the commencement of the Rights Offering.

The Company has put in place a backstop arrangement in the event that shareholders do not subscribe for a sufficient number of shares in the Rights Offering to raise gross proceeds of $100 million. In particular, the proposed Rights Offering is fully backstopped by Mark Tkach, William Coulter and Stone House Capital Management, LLC, a Delaware limited liability company (collectively, the “Standby Purchasers”), under a Purchase Agreement, which commits the Standby Purchasers to purchase any and all shares of Class B common stock unsubscribed for in the Rights Offering pursuant to a backstop private placement, subject to certain pricing requirements set forth therein and customary closing conditions, including completion of the proposed Rights Offering by December 1, 2023.