Reported October 16, Rubico Announces $8.5M Registered Direct Offering Of Senior Convertible Notes And Warrants

Rubico Inc. (NASDAQ:RUBI) (the "Company," "Rubico," "we" or "us"), a global provider of shipping transportation services specializing in the ownership of vessels, today announced it has entered into a securities purchase agreement (the "Purchase Agreement") with a single institutional investor (the "Holder") to issue senior convertible notes (the "Notes") in the aggregate principal amount of $9,444,444, bearing an original issue discount of 10% and warrants (the "Warrants") to purchase common shares with an aggregate initial cash exercise price of $9,444,444. The Company expects to issue such Notes and Warrants on or about October 19, 2026 (the "First Tranche Closing"), subject to the satisfaction of customary closing conditions. The Company will receive gross proceeds of $8,500,000 at the First Tranche Closing.

The Notes are unsecured and will bear an interest rate of 8.00% per annum if paid in cash and 10.00% per annum if paid in Common Shares. The Notes will mature 12 months after issuance, subject to extension at the Company’s option to 18 months, provided that upon such extension the principal amount of the applicable Note will be increased by 5%. The Notes will be convertible at a conversion price equal to the lower of the closing price of the Company’s common shares immediately prior to issuance or the average closing price over the five days prior to issuance (the "Fixed Conversion Price"). The Fixed Conversion Price with respect to the First Tranche Closing will be $0.3646. The Notes are also convertible at the Holder’s option at an alternate conversion price equal to the greater of 85% of the lowest daily volume-weighted average price of the Company’s common shares during the 10 trading days preceding the conversion date and a floor price of $0.10.

The warrants will be immediately exercisable, will expire on the five-year anniversary of the issuance date and will have an initial exercise price equal to the Fixed Conversion Price. At the First Tranche Closing the Company expects to issue Warrants exercisable to purchase 25,903,577 common shares at an exercise price of $0.3646 per share.

In addition, subject to certain conditions set forth in the Purchase Agreement, the Company may issue and sell to the Holder in a second closing (the "Second Tranche Closing") an additional $5,555,556 in aggregate principal amount of the Notes and Warrants to purchase common shares with an aggregate initial cash exercise price of $5,555,556. The Company would receive gross proceeds of $5,000,000 at the Second Tranche Closing.

In addition, at each of the First Tranche Closing and the Second Tranche Closing, the Company has agreed pursuant to the Purchase Agreement to issue a number of common shares (and/or pre-funded warrants in lieu thereof) ("Commitment Shares") to the Holder equal to 5% of the face value of the principal amount of the Notes issued at each closing divided by the Fixed Conversion Price with respect to the relevant tranche. At the First Tranche Closing the Company expects to issue 1,295,179 Commitment Shares (and/or pre-funded warrants in lieu thereof).