New York, NY – September 15, 2023 – Rubicon Technologies, Inc. (“Rubicon” or the “Company”) (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 (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.
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.
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.
Director of Finance & Investor Relations
Chief Marketing & Corporate Communications Officer