RumbleOn Announces Record Date for Proposed $10.0 Million Rights Offering

IRVING, TX – November 16, 2024 – (Motor Sports NewsWire) – RumbleOn Inc. (NASDAQ: RMBL) (the “Company” or ” RumbleOn “) announced today that the close of business (4:00 p.m. Central Time) on November 25, 2024 has been fixed as the record date (the “Record Date”) for its previously announced proposed $10.0 million registered equity rights offering (the “Rights Offering”), which was announced in a Form 8-K filed with the U.S. Securities and Exchange Commission (“SEC”) on November 12, 2024.

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. All Eligible Stockholders as of the Record Date will have the opportunity to participate in the 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.

As previously disclosed, on November 11, 2024, the Company entered into a binding term sheet (the “Rights Offering Term Sheet”) related to the Rights Offering with Stone House Capital Management, LLC (together with its affiliates, the “Backstop Investor”), and Mark Tkach and William Coulter (each, a “Supporting Investor,” and together with the Backstop Investor, the “Investors”) pursuant to which the Company has agreed that the subscription price to be paid upon exercise of the Subscription Rights will be the lower of a (i) 20% discount to the 30-day volume-weighted average price (“VWAP”) per share of the Company’s Class B Common Stock immediately prior to the date of the Rights Offering Term Sheet and (ii) 20% discount to the 10-day VWAP per share of the Company’s Class B Common Stock immediately prior to the date of execution of the Backstop Agreement (as defined below) (the “Subscription Price”). The final Subscription Price has not yet 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 standby purchase agreement with the Company (the “Backstop Agreement”) pursuant to which the Backstop Investor will be…