Rubico Prices $15M Convertible Note Deal With 85% VWAP Reset and $0.10 Floor
RUBI sits 60% above its 52-week low of $0.25 on elevated volume (3.2× avg).
Summary
Rubico priced a $15M senior convertible note facility — $8.5M funded now at a 10% discount — with warrants and a conversion price that resets to 85% of the lowest recent VWAP down to a $0.10 floor, a structure that could convert into tens of millions of shares against a roughly 605,000-share base.
Key Events · Financing and Capital Events · RUBI
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Convertible Note Deal Priced
Up to $15M principal of senior convertible notes in two tranches; the first closing on or about October 19, 2026 issues $9,444,444 principal for $8,500,000 gross, a 10% original issue discount.
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Reset Conversion and Warrant Overhang
Notes convert at $0.3646 fixed or 85% of the lowest 10-day VWAP with a $0.10 floor; warrants carry an aggregate exercise price equal to note principal. At the floor the notes convert into up to 94,444,445 shares, versus about 605,012 shares outstanding as of June 30, 2026.
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Fees and Net Proceeds
Maxim Group receives a 6.0% cash fee ($810,000 on the $13.5M total) plus up to $50,000 expenses; net proceeds are about $12.4M across both tranches, or roughly $7.7M from the first tranche alone.
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Holder Rights and Reverse-Split Covenant
The holder can force redemption of 30% of the net proceeds of any later non-related-party equity financing at 110% of principal, and the company must effect at least a 1-for-5 reverse split if the stock closes below $0.50 for five consecutive trading days.
Analysis · RUBI · Energy & Transportation
Existing holders face punishing economics in Rubico's $8.5M raise now (up to $13.5M across two tranches) through senior convertible notes sold at a 10% original issue discount, with warrants attached equal to 100% of the note principal. The alternate conversion price resets to 85% of the lowest 10-day VWAP, so the conversion price falls as the stock falls, down to a $0.10 floor. At that floor the notes alone would convert into up to 94.4 million shares — against roughly 605,000 shares outstanding as of June 30, 2026 — and the assumed $0.27 conversion in the filing's own capitalization table implies about 34.7 million shares. The company also must reserve 200% of the conversion shares and, if it cannot, hold a shareholder meeting within 60 days to authorize more. Two other terms matter: a future-financing redemption right lets the holder pull 30% of the net proceeds of any later equity raise, and a covenant forces at least a 1-for-5 reverse split if the stock closes below $0.50 for five straight days. As of October 16, 2026, the filing itself notes market value of listed securities was under $5 million, so a Nasdaq delisting rule now stayed could bite if reinstated. Proceeds go to general corporate purposes, including newbuild installments and the balance owed the former parent for Roman Shark V.
How filings like this one have moved
In the 30 days to Oct 19, 2026, 37.9% of the 895 measured filings Wiseek scored 8 moved their stock by 5% or more by the next session's close. The median move was -0.87%. These are measured outcomes after filings of this importance, not a forecast for this one.
Measured one observation per ticker per day, after exclusions. Current figures: Filing Impact Tracker · open dataset
At the time of this filing, RUBI was trading at $0.40 on NASDAQ in the Energy & Transportation sector, with a market capitalization of approximately $1.1M. The 52-week trading range was $0.25 to $81,502.24. This filing was assessed with negative market sentiment and an importance score of 8 out of 10.