Rubico prices $8.5M convertible note offering on Nasdaq

Rubico Inc. (NASDAQ: RUBI), an Athens-based shipping company, announced it has entered into a securities purchase agreement with a single institutional investor to issue senior convertible notes with an aggregate principal amount of $9,444,444, carrying a 10% original issue discount, along with warrants to purchase common shares.

The company expects to receive gross proceeds of $8,500,000 at the first tranche closing, anticipated on or about October 19, 2026, subject to customary closing conditions. Maxim Group LLC is acting as sole placement agent.

The notes are unsecured and carry an interest rate of 8% per annum if paid in cash, or 10% per annum if paid in common shares. The notes mature 12 months after issuance, with an option for the company to extend to 18 months, in which case the principal amount increases by 5%.

The fixed conversion price for the first tranche is $0.3646 per share. The notes are also convertible at the holder's option at 85% of the lowest daily volume-weighted average price during the 10 preceding trading days, subject to a floor price of $0.10.

At the first tranche closing, Rubico expects to issue warrants to purchase 25,903,577 common shares at $0.3646 per share. The warrants are immediately exercisable and expire five years from the issuance date. The company also expects to issue 1,295,179 commitment shares to the investor at closing.

A second tranche is possible under the purchase agreement, under which the company could issue an additional $5,555,556 in aggregate principal amount of notes and warrants, generating gross proceeds of $5,000,000.

The offering is being made pursuant to a shelf registration statement on Form F-3 declared effective by the SEC on July 14, 2026.

Rubico owns two Suezmax tankers and holds orders for three MR tanker newbuildings scheduled for delivery in 2029, as well as a newbuilding megayacht due in the second quarter of 2027, which the company states it intends to divest.

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