Rubicon Technologies, Inc. (NYSE: RBT) (“Rubicon” or the
“Company”), 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
(the “Board”) approved a reverse stock split (the “Reverse Stock
Split”) of Rubicon's Class A common stock, par value $0.0001 per
share (the “Common Stock”), at a ratio of 1-for-8 (the “Reverse
Stock Split Ratio”). The Reverse Stock Split is expected to become
effective immediately after the close of trading on the New York
Stock Exchange (the “NYSE”) on September 26, 2023 (the “Effective
Time”), 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 (“Continental”)
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.
Forward-Looking Statements
This press release includes “forward-looking statements” within
the meaning of the “safe harbor” provisions of the United States
Private Securities Litigation Reform Act of 1995 and within the
meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended.
All statements, other than statements of present or historical fact
included in this press release, are forward-looking statements.
When used in this press release, the words “could,” “should,”
“will,” “may,” “believe,” “anticipate,” “intend,” “estimate,”
“expect,” “project,” the negative of such terms and other similar
expressions are intended to identify forward-looking statements,
although not all forward-looking statements contain such
identifying words. Such forward-looking statements are subject to
risks, uncertainties, and other factors which could cause actual
results to differ materially from those expressed or implied by
such forward-looking statements.
These forward-looking statements are based upon current
expectations, estimates, projections, and assumptions that, while
considered reasonable by Rubicon and its management, are inherently
uncertain; factors that may cause actual results to differ
materially from current expectations include, but are not limited
to: 1) the outcome of any legal proceedings that may be instituted
against Rubicon or others following the closing of the business
combination; 2) Rubicon’s ability to meet the New York Stock
Exchange’s listing standards following the consummation of the
business combination; 3) the risk that the business combination
disrupts current plans and operations of Rubicon as a result of
consummation of the business combination; 4) the ability to
recognize the anticipated benefits of the business combination,
which may be affected by, among other things, the ability of the
combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its
management and key employees; 5) costs related to the business
combination; 6) changes in applicable laws or regulations; 7) the
possibility that Rubicon may be adversely affected by other
economic, business and/or competitive factors, including the
impacts of the COVID-19 pandemic, geopolitical conflicts, such as
the conflict between Russia and Ukraine, the effects of inflation
and potential recessionary conditions; 8) Rubicon’s execution of
anticipated operational efficiency initiatives, cost reduction
measures and financing arrangements; and 9) other risks and
uncertainties set forth in the sections entitled “Risk Factors” and
“Cautionary Note Regarding Forward-Looking Statements” in the
Company’s Annual Report on Form 10-K and other documents Rubicon
has filed with the SEC. Although Rubicon believes the expectations
reflected in the forward-looking statements are reasonable, nothing
in this press release should be regarded as a representation by any
person that the forward-looking statements set forth herein will be
achieved or that any of the contemplated results of such forward
looking statements will be achieved. There may be additional risks
that Rubicon presently does not know of or that Rubicon currently
believes are immaterial that could also cause actual results to
differ from those contained in the forward-looking statements, many
of which are beyond Rubicon’s control. You should not place undue
reliance on forward-looking statements, which speak only as of the
date they are made. Rubicon does not undertake, and expressly
disclaims, any duty to update these forward-looking statements,
except as otherwise required by applicable law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20230915996079/en/
Investor Contact: Alexandra Clark
Director of Finance & Investor Relations
alexandra.clark@rubicon.com
Media Contact: Dan Sampson Chief
Marketing & Corporate Communications Officer
dan.sampson@rubicon.com
Rubicon Technologies (NYSE:RBT)
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