Rubicon issues $28.8M Series B Preferred, refinances debt, appoints two directors

Rubicon Technologies, Inc.

Sold 28,800 shares of Series B Preferred at $1,000/share for $28.8M gross proceeds; net $18.2M after repaying $1.8M to Palantir.
Series B Preferred carries 8% dividend, stepping to max 16%; convertible into ~7.37B shares of Class A common, massively dilutive.
Terminated Acquiom and MidCap credit agreements; entered new $135M Eclipse revolving facility maturing Dec 2027.
Directors Paula Dobriansky and Paula Henderson resigned; Jose Miguel Enrich and Michael Dulin appointed.

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Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Rubicon Technologies, Inc.: Filed Initial Series B Certificate of Designations establishing rights and preferences of Series B Preferred Stock (effective 2024-12-03).

Change: charter amendment
Effective: 2024-12-03

Exact text from the filing

The Initial Series B Certificate of Designations was filed with the Secretary of State of the State of Delaware on December 3, 2024 and became effective upon filing.

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Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Rubicon Technologies, Inc.: Approved and filed Series B Certificate of Designations amending rights and preferences for additional shares of Series B Preferred Stock (effective 2024-12-05).

Change: charter amendment
Effective: 2024-12-05

Exact text from the filing

On December 4, 2024, the Company’s Board approved the Series B Certificate of Designations to provide for the issuance of additional shares of Series B Preferred Stock with related amendments to the designations, rights, preferences, powers, restrictions and limitations of the Series B Preferred Stock set forth in the Series B Certificate of Designations. The Series B Certificate of Designations was filed with the Secretary of State of the State of Delaware on December 5, 2024 and became effective upon filing.

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Source: SEC EDGAR

accession 0001829126-24-008099

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