Rubico Inc. (RUBI) Form 424B3 — Oct 21, 2026
Rubico Inc. filed a 424B3 prospectus supplement registering up to $15,000,000 of senior convertible notes plus warrants sold to an institutional investor, with an initial closing of $8.5 million consummated on October 19, 2026. The terms are heavily dilutive: notes carry 8-10% interest, roughly 11% original issue discount, a fixed conversion price of $0.3646, and an alternate conversion at 85% of the lowest 10-day VWAP with a $0.10 floor. The second $5.56 million tranche only closes if the stock trades at or above $1.00 with at least $200,000 in average daily dollar volume.
Key figures
- Debt Amount
- $15,000,000 aggregate senior convertible notes ($9,444,444 initial; $5,555,556 second tranche)
- Interest Rate
- 8.0% per annum cash / 10.0% paid in shares; 18.0% default rate
- Maturity Date
- 12 months from issuance, extendable to 18 months at 1.05x principal
- Gross Proceeds
- $8,500,000 initial closing
- Offering Price
- $0.3646 fixed conversion/warrant price
- Commitment shares
- 5% of note face value
- Participation right
- Purchaser may participate up to 50% of future offerings for 3 months
- Placement agent fee
- 6.0% of gross proceeds
- Original issue discount
- $944,444.44 OID on initial notes
- Second tranche conditions
- closing price >= $1.00; 5-day average daily dollar volume >= $200,000; outstanding initial note principal < $2,500,000
- Alternate conversion terms
- greater of 85% of lowest 10-day VWAP and $0.10 floor price
AI analysis
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