RumbleOn Announces Subscription Price for its $100.0 Million Rights Offering

RumbleOn, Inc. (NASDAQ: RMBL) (the “Company” or “RumbleOn”) announced today that it has set a subscription price of $5.50 per share (the “Subscription Price”) of the Company’s Class B common stock to be paid upon exercise of the Subscription Rights (as defined below) to be distributed to the holders of its Class A common stock and Class B common stock (together, the “Eligible Stockholders”) pursuant to its previously announced $100.0 million rights offering (the “Rights Offering”). The Subscription Price was determined by a special committee of the Company’s Board of Directors, with the advice and input of senior management of the Company and D.A. Davidson & Co., as financial advisor to the special committee.

Under the terms of the Rights Offering, the Company expects to distribute non-transferable subscription rights to purchase shares of Class B common stock (the “Subscription Rights”) to the Eligible Stockholders as of November 13, 2023 (the “Record Date”). In particular, the Company will distribute one Subscription Right for each share of the Company’s Class A common stock and Class B common stock held by an Eligible Stockholder on the Record Date. Each Subscription Right will entitle such Eligible Stockholder to purchase 1.078444 shares of the Company’s Class B common stock at the Subscription Price. The subscription period for the Rights Offering is expected to commence on or about November 13, 2023 and end on November 28, 2023, unless extended. The Rights Offering is fully backstopped pursuant to a standby purchase agreement between the Company and certain of its stockholders.

Other Important Information

The Registration Statement relating to the Rights Offering has been filed with the U.S. Securities and Exchange Commission (“SEC”), but has not yet become effective. The Company intends to make the Rights Offering pursuant to such Registration Statement and a final prospectus to be filed with the SEC as soon as practicable on or after the Record Date. The securities may not be sold nor may offers to buy be accepted prior to the time the Registration Statement becomes effective.

The Company reserves the right to cancel or terminate the Rights Offering at any time. This press release does not constitute an offer to sell or the solicitation of an offer to buy any Subscription Rights or any other securities to be issued in the Rights Offering or any related transactions, nor shall there be any offer, solicitation or sale of Subscription Rights or any other securities in any jurisdiction in which such offer, solicitation or sale would be unlawful.