NEW YORK–(BUSINESS WIRE)–Rubicon Technologies, Inc. (NYSE: RBT), a leading provider of software-based waste, recycling, and fleet operations products for businesses and governments worldwide, today announced that the Company’s board of directors approved a reverse stock split of Rubicon’s Class A common stock, par value $0.0001 per share, at a ratio of 1-for-8. The Reverse Stock Split is expected to become effective immediately after the close of trading on the New York Stock Exchange on September 26, 2023, and Rubicon’s Common Stock is expected to begin trading on the NYSE on a split-adjusted basis at the opening of trading on September 27, 2023, under the existing ticker symbol “RBT”, new CUSIP number 78112J208, and new ISIN number US78112J2087. Rubicon’s publicly traded warrants will continue to be traded on the NYSE under the existing ticker symbol “RBT.WS” and existing CUSIP and ISIN numbers.
The Reverse Stock Split was approved by Rubicon’s stockholders at the Company’s 2023 Annual Meeting of Stockholders, held on June 8, 2023, with the final ratio to be determined by the Board. The Company will file an amendment to its Certificate of Incorporation (the “Charter”) to implement the Reverse Stock Split as of the Effective Time. The primary goal of the Reverse Stock Split is to increase the per share market price of the Common Stock to regain compliance with the minimum $1.00 average closing price requirement for continued listing on the NYSE.
At the Effective Time, every eight shares of Common Stock issued and outstanding or held as treasury stock will be automatically combined and converted into one share of Common Stock. The total number of shares of Common Stock authorized for issuance under the Charter, the par value per share of Common Stock, and the number of shares of all other classes of stock authorized under the Charter other than the Common Stock will not change.
As a result of the Reverse Stock Split, equitable adjustments corresponding to the Reverse Stock Split Ratio will be made to Rubicon’s outstanding public warrants such that every eight shares of Common Stock that may be issued upon the exercise of warrants held immediately prior to the Reverse Stock Split will represent one share of Common Stock that may be issued upon exercise of such warrants immediately following the Reverse Stock Split. Correspondingly, the per share exercise price of public warrants held immediately prior to the Reverse Stock Split will be proportionately increased, such that the per share exercise price of such warrants immediately following the Reverse Stock Split will be $92.00, which equals the product of eight multiplied by $11.50, the exercise price per share immediately prior to the Reverse Stock Split.
In addition, equitable adjustments corresponding to the Reverse Stock Split Ratio will be made to the number of shares of Common Stock underlying Rubicon’s outstanding equity awards and the number of shares issuable under Rubicon’s equity incentive plan, as well as any exercise prices or market-based vesting conditions of such equity awards, as applicable. Equitable adjustments corresponding to the Reverse Stock Split Ratio will also be made to issued and outstanding shares of all other classes of stock of the Company and to the number of shares of Common Stock underlying Rubicon’s private warrants, as well as the applicable exercise price.
No fractional shares will be issued in connection with the Reverse Stock Split. Any stockholder who would otherwise be entitled to receive a fractional share will instead be entitled to receive one whole share of Common Stock in lieu of such fractional share.
Continental Stock Transfer & Trust Company is acting as transfer and exchange agent for the Reverse Stock Split. Registered stockholders who hold shares of Common Stock in uncertificated form are not required to take any action to receive post-reverse split shares and holders of certificated shares will receive instructions from the Continental. Stockholders owning shares through an account at a brokerage firm, bank, dealer, custodian or other similar organization acting as nominee will have their positions automatically adjusted to reflect the Reverse Stock Split, subject to such broker’s particular processes, and will not be required to take any action in connection with the Reverse Stock Split.
Additional information about the Reverse Stock Split can be found in Rubicon’s definitive proxy statement filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 1, 2023, which is available free of charge at the SEC’s website at www.sec.gov, and on Rubicon’s Investor Relations website at investors.rubicon.com.
About Rubicon Technologies, Inc.
Rubicon is a leading provider of software-based waste, recycling, and fleet operations products for businesses and governments worldwide. Striving to create a new industry standard by using technology to drive environmental innovation, the Company helps turn businesses into more sustainable enterprises, and neighborhoods into greener and smarter places to live and work. Rubicon’s mission is to end waste. It helps its partners find economic value in their waste streams and confidently execute on their sustainability goals. To learn more, visit rubicon.com.