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Their acquisition is a dog. The market knows it will require lots of capital to get it right. They already are losing huge with their motorcycle business. Add in huge investment in the auto portion, and they will need to do a raise by end of Q1 to give them funding to clear Q2. This is now at $5. Will be at $3. Massive dilution by Q1 2019. Stay away until the smoke clears. Interesting play AFTER they are about to clear their financial hurdles....not as the bar gets raised higher and higher.
They are buying low and selling high. They have a algorithm that gives the consumer a lower then wholesale price for their bike but also offers a quick check payment and saves the time and price of having to sell it themselves. Then units are sorted and sent to the auction where that type of unit will bring the most, then sell it higher then what they paid for it....
Was hoping to get some shares in the $2 - $3 range but it doesn't look like it's going to happen, $3.50 is the lowest I've seen yet and I have been following this from the beginning.
I think this is going to be pretty good, you got many of the execs and/or founders of both AutoNation and Vroom, just missing John Elway, both of which were massively successful.
It's been pretty illiquid thus far, but they are going to be launching here very soon, sometime in April, got to figure that it will get some decent press coverage when that happens and bring in some new blood.
Looks interesting. Just noticed some Form 4's and a 8K are showing from yesterday. Shares can be had for $4.00. The bid was $3.50. Ask $4.00 What are your thoughts on these offerings? Thanks I appreicate it..
Going to basically be Vroom.com but for motorcycles rather than cars, some of the same folks involved as well with Marshall Chesrown and Steve Berrard.
Wish this was a little cheaper but in the long run, if it can achieve anywhere close to the success of Vroom, it's probably going to be quite good.
IMO I think we'll see shares come available more regularly pretty soon, there is going to need to be some liquidity. I actually don't have any shares myself but I might pick some up once more volume starts rolling in.
The website says the service will launch this month.
I have not contacted the TA myself but OTCMarkets is showing this, which seems about right according to the filings I believe.
Authorized Shares-- 99,000,000-- a/o Feb 24, 2017 Outstanding Shares-- 6,923,809-- a/o Feb 24, 2017 Restricted-- 6,898,809-- a/o Feb 24, 2017 Unrestricted-- 25,000-- a/o Feb 24, 2017 Float-- 25,000-- a/o Jul 13, 2016
Has not traded many shares at all in it's history, I've been following since the merger and have only seen shares available on the ask a couple times. Really needs a forward split IMO.
10:56:13-- 4.10 100 OTO 10:25:31-- 4.10 100 OTO 10:22:07-- 4.10 400 OTO 02/28-- 4.10 1000 OTO 02/28-- 4.50 300 OTO 02/02-- 4.25 100 OTO 02/02-- 4.25 100 OTO 02/02-- 4.00 100 OTO 01/26-- 3.75 100 OTO 01/10-- 3.50 500 OTO 01/09-- 3.50 500 OTO 01/22-- 0.245 2500 OTCBB 01/22-- 0.25 2500 OTCBB
Item 1.01. Entry into a Material Definitive Agreement.
On January 8, 2017, Smart Server, Inc. (the “Company”) entered into an Asset Purchase Agreement with NextGen Dealer Solutions, LLC (“NextGen”), Halcyon Consulting, LLC (“Halcyon”), and members of Halcyon signatory thereto (“Halcyon Members” and together with Halcyon, the “Halcyon Parties”). NextGen and the Halcyon Parties are collectively referred to as the “Seller Parties.” NextGen has developed a proprietary technology platform that will underpin the operations of the Company. The Agreement provides that, upon the terms and subject to the conditions set forth in the Agreement, the Company will acquire all of NextGen's assets, properties and rights of whatever kind, tangible and intangible, other than the excluded assets under the terms of the Agreement. The Company will assume liability only for certain post-closing contractual obligations pursuant to the terms of the Agreement. The transaction is expected to close in the first quarter of 2017.
The Agreement provides that the Company will acquire substantially all of the assets of NextGen in exchange for approximately $750,000 in cash, plus 1,523,809 unregistered shares of common stock of the Company (the "Purchaser Shares"), and a subordinated secured promissory note issued by the Company in favor of NextGen in the amount of $1,333,333 (the "Acquisition Note"). The Acquisition Note matures on the third anniversary of the date the Acquisition Note is entered into (the "Maturity Date"). Interest will accrue on the Acquisition Note (i) at a rate of 6.5% annually from the date the Acquisition Note is entered into through the second anniversary of such date and (ii) at a rate of 8.5% annually from the second anniversary of the date the Acquisition Note is entered into through the Maturity Date. In connection with the closing of the transaction, the Company has agreed with certain investors to accelerate the funding of the second tranche of their investment totaling $1.35 million by issuing such investors 1,161,920 shares of the Company's common stock and a note in the amount of $667,000, to be issued on the closing date.
Under the terms of the Agreement, no Indemnifying Party (as defined in the Agreement) is liable to an Indemnified Party (as defined in the Agreement) until the aggregate amount of all losses in respect of indemnification exceeds $50,000 (the "Loss Threshold"), and in such case such parties shall be liable for all losses including the Loss Threshold up to a cap of $1,333,333. Certain fundamental representations and warranties, the post-closing covenants and certain other specified obligations of the Company and the Seller Parties are outside of the Loss Threshold and the cap. No Halcyon Member will be personally liable for indemnification pursuant to the Agreement, however, if NextGen transfers the Acquisition Note or any of the Purchaser Shares or disposes of the proceeds of the transfer at any time prior to the third anniversary of the closing date, Halcyon Members will be liable, jointly and severally with the other Seller Parties, for the indemnification pursuant to the Agreement.
Each of the Company, NextGen and Halcyon has provided customary representations, warranties and covenants in the Agreement. The completion of the acquisition is subject to various closing conditions, including (a) the absence of any temporary restraining order, preliminary or permanent injunction, or other order or legal proceeding prohibiting or preventing the transactions contemplated by the Agreement, (b) performance in all respects by each party of its covenants and agreements, and (c) the delivery by each party of all required closing documents. Additionally, pursuant to the Agreement, commencing on January 16, 2017 and through the closing date or the date on which the Agreement terminates, whichever is first to occur, the Company is required to fund all reasonable ordinary course payroll expenses of NextGen up to $14,000 per week.
The Agreement contains certain termination rights for both the Company and NextGen. Both the Company and NextGen have the right to terminate the Agreement if the closing does not occur on or before February 15, 2017.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by the Agreement. The Agreement and a copy of the press release announcing the transaction are filed as Exhibits 2.1 and 99.1, respectively, to this report and are incorporated herein by reference.
On January 9, 2016, the Company’s Board of Directors approved the adoption of the RumbleON, Inc. 2017 Stock Incentive Plan (the "Plan"), subject to stockholder approval at the Company's next Annual Meeting of Stockholders. The purposes of the Plan are to attract, retain, reward and motivate talented, motivated and loyal employees and other service providers ("Eligible Individuals") by providing them with an opportunity to acquire or increase a proprietary interest in the Company and to incentivize them to expend maximum effort for the growth and success of the Company, so as to strengthen the mutuality of the interests between such persons and the stockholders of the Company. The Plan will allow the Company to grant a variety of stock-based and cash-based awards to Eligible Individuals. Twelve percent (12%) of the Company's issued and outstanding shares of common stock from time to time are reserved for issuance under the Plan. As of the date of this report, 6.400,000 shares are issued and outstanding, resulting in 768,000 shares available for issuance under the Plan. The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by the Plan attached as Exhibit 10.1 to this report and incorporated herein by reference.
8K filing out yesterday, they have secured a decent amount of funding to start this thing up, just got to figure out exactly what 'this' is.
Looks like $1.50 range will be a good starting point for trading, still waiting for blocks to appear though.
On November 28, 2016, Smart Server, Inc. (the “Company”) completed a private placement (the “Private Placement”) with certain accredited investors (the “Purchasers”), with respect to the sale of an aggregate of 900,000 shares of common stock of the Company (the “Common Stock”) at a purchase price of $1.50 per share for total consideration of $1,350,000. In connection with the Private Placement, the Company also entered into loan agreements with the Purchasers (the “Loan Agreements”), pursuant to which the Purchasers will loan to the Company their pro rata share of up to $1,350,000 in the aggregate (the “Applicable Loan Amount”) upon the request of the Company at any time on or after January 31, 2017 and before November 1, 2020, pursuant to the terms of the convertible promissory note (the "Note") attached to each of the Loan Agreements.
The principal amount of the Notes will be equal to the Applicable Loan Amount and the Notes will have a maturity date of November 1, 2020. Interest on the Notes will be accrued annually at 9.5%. In the event of an equity financing of at least $1,500,000 following the execution of the Loan Agreements (a “Qualified Financing”), the Notes will be convertible in whole, but not in part, at the election of the Purchasers, at a price equal to the lesser of (i) $1.50 and (ii) the price per share in a proposed Qualified Financing. The Company will have the right to prepay the Notes without penalty at any time.
Been trying to figure out what Berrard and Chesrown have planned for this, obviously they are big time in the auto industry but that doesn't necessarily mean that is what they are doing with this.
I find it particularly interesting that they changed the ticker symbol of this to SUYT but not the name of the company. Marshall Chesrown's Linkedin page has him as the CEO of SUYT Inc but no details on what exactly it is.
The domain SUYT Inc is available, however, SUYT.com has been taken and was updated July 2016, which is the exact same month Berrard changed the ticker symbol of the shell to SUYT. The website itself SUYT.com has nothing on it as of yet though.
Whatever the case there are no affordable shares available here anyway. I just enjoy sleuthing and trying to figure out what folks are up too with shell companies, especially when I see players like Berrard and Chesrown involved.
8K out Marshall Chesrown now CEO & majority shareholder of this shell, Berrard still owns 39% though.
Be interesting to see what these 2 guys got planned for this one. Chesrown has had his successes and failures in life but I wouldn't bet against him in this venture, whatever it may be.
Pristine shell, probably impossible to get any cheap shares though with only 25K float.
CEO Steven R. Berrard
Prior to co-founding New River, Mr. Berrard was the co-founder and Co-Chief Executive Officer of AutoNation, Inc., the nation's leading automotive retail company. The operations of AutoNation include more than 400 automotive dealerships, National Car Rental, Alamo Rent-A-Car, and CarTemps U.S.A. In three years, Mr. Berrard guided AutoNation from a fledgling enterprise to the 83rd largest company on the 1999 Fortune 500 with over 80,000 employees. Mr. Berrard was also instrumental in the acquisition and subsequent spin-off of AutoNation's security alarm monitoring and waste disposal business.
Prior to joining AutoNation, Mr. Berrard served as President and Chief Executive Officer of the Blockbuster Entertainment Group, and as a member of the Board of Directors of Viacom, Inc. As President and Chief Executive Officer, Mr. Berrard was responsible for the direction and operation of more than 70,000 employees at 4,500 Blockbuster stores located in 20 countries, Showtime Networks, Spelling Entertainment Group, Paramount Parks, and Virgin Interactive Entertainment.
Prior to his tenure with Blockbuster, Mr. Berrard served as President of Huizenga Holdings, Inc., and served in various positions with subsidiaries of Huizenga Holdings, including Waco Leasing Company and Port-O-Let International, Inc., where he was President, Chief Financial Officer, Treasurer and Secretary. Prior to joining Huizenga Holdings, Mr. Berrard was employed by Coopers & Lybrand.
Mr. Berrard earned his BS in Accounting from Florida Atlantic University and is a member of the Board of Directors of HealthSouth (Audit and Compliance Committees as well as Chairman of the Finance Committee), Boca Resorts, Inc. (Chairman of Audit Committee), , Florida Atlantic University, and the Broward Economic Development Council. He also served on the Board of Birmingham Steel prior to its sale to NuCor in 2002. In 2001, Governor Jeb Bush appointed Mr. Berrard as a Commissioner of the North Broward Hospital District where he serves as Chairman of the Finance Committee, the Management Information Systems Committee and the Architectural Selection Committee.
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