Rubico Announces $8.5 Million Registered Direct Offering of Senior Convertible Notes and Warrants

The financing combines discounted debt with share-conversion rights, five-year warrants and additional commitment shares.

Rhea-AI Summary

Rubico (Nasdaq: RUBI) signed an agreement with a single institutional investor for a convertible-note and warrant offering raising $8.5 million initially. The first closing is expected on or about October 19, 2026. Rubico will issue $9,444,444 of unsecured notes with a 10% original issue discount. Annual interest is 8.00% in cash or 10.00% in common shares. Notes mature after 12 months; an optional extension to 18 months increases principal by 5%.

The first tranche has a $0.3646 fixed conversion price, with a holder-option alternative subject to a $0.10 floor. Rubico expects to issue five-year warrants for 25,903,577 shares at $0.3646 and 1,295,179 commitment shares or pre-funded warrants. A conditional second tranche would raise $5 million through $5,555,556 of additional notes and accompanying warrants. Commitment shares are due at both closings.

2 points · 1 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

1 major · 10 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Major point. Forward-looking: it has not happened yet and may not happen.First-tranche funding will provide $8,500,000 in gross proceeds, with closing expected on or about October 19, 2026. 10× market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Optional second-tranche funding would provide $5,000,000 in gross proceeds. 5.9× market cap

Negative

• Major point. Forward-looking: it has not happened yet and may not happen.First-tranche notes add $9,444,444 in unsecured debt with a 10% original issue discount. 11× market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Second-tranche funding would add $5,555,556 in note principal and warrants with a $5,555,556 aggregate initial cash exercise price. 6.5× market cap
• Minor point. Forward-looking: it has not happened yet and may not happen.Annual note interest is 8.00% in cash or 10.00% in common shares.
• Minor point. Forward-looking: it has not happened yet and may not happen.Notes mature in 12 months; extending to 18 months increases the applicable principal by 5%.
• Minor point. Forward-looking: it has not happened yet and may not happen.Note conversion can dilute holders at $0.3646 initially or a holder-selected alternate price.

5 minor points

• Minor point. Forward-looking: it has not happened yet and may not happen.Alternate conversion uses the greater of 85% of the lowest daily VWAP over 10 preceding trading days and $0.10.
• Minor point. Forward-looking: it has not happened yet and may not happen.First-tranche warrants cover 25,903,577 common shares at $0.3646, are immediately exercisable and expire after five years.
• Minor point. Forward-looking: it has not happened yet and may not happen.First-tranche commitment compensation adds 1,295,179 common shares and/or pre-funded warrants.
• Minor point. Forward-looking: it has not happened yet and may not happen.Second-tranche commitment shares equal 5% of note face value divided by the tranche's Fixed Conversion Price.
• Minor pointThe optional second closing remains subject to conditions in the purchase agreement.

News Explained

The signed deal has not yet closed: the first closing is expected around October 19, 2026, subject to customary conditions, and warrants for 25,903,577 shares are immediately exercisable at $0.3646; if exercised, they would add shares and reduce existing holders’ percentage ownership.

Argus 15 min delay 118 alerts

-37.34% vs previous close $0.24 last price 252.9x rel. volume Open Argus

Details

Market move: RUBI -37.34% vs previous close. registered direct offering

-43.8% Trough in 10 min

$0.20 – $0.72 Day Range

On Oct 16, the day this news came out, the latest delayed price for RUBI is 37.34% below the previous close. Argus tracked a trough of -43.8% from its starting point during tracking. Our momentum scanner has recorded 118 alerts for this stock so far that day. The latest delayed price is $0.24. Relative volume is exceptionally heavy at 252.9x the average.

Data tracked by StockTitan Argus (15 min delayed). Upgrade to Gold for real-time data.

Key Figures

First-tranche note principal: $9,444,444 First-tranche gross proceeds: $8,500,000 Original issue discount: 10% +5 more

First-tranche note principal

$9,444,444

Aggregate principal amount at the First Tranche Closing

First-tranche gross proceeds

$8,500,000

Expected at the First Tranche Closing

Original issue discount

10%

Senior convertible notes

Annual interest rate

8.00% cash; 10.00% in common shares

Payment method determines the rate

Maturity and extension

12 months; extendable to 18 months with a 5% principal increase

Extension at the Company’s option

Fixed conversion price

$0.3646

First Tranche Closing

Alternate conversion price

Greater of 85% of the lowest daily VWAP over 10 trading days or a $0.10 floor

Holder-option conversion formula

First-tranche warrants

25,903,577 shares at $0.3646 per share

Expected issuance at the First Tranche Closing

Previous Offering Reports

3 past events · Latest: May 20

Same Type 3 events

1. May 20

   public offering

   24h Move

   -41.1%

   Priced a $5.0 million public offering of units with common shares and Class C warrants.

2. Jan 09

   public offering

   24h Move

   -9.6%

   Priced a $4.0 million public offering of units, each including a share and Class B warrants.

3. Nov 05

   public offering

   24h Move

   -49.8%

   Priced a $7.5 million underwritten unit offering with common shares and immediately exercisable Class A warrants.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior convertible notes, original issue discount, volume-weighted average price, shelf registration statement, +1 more

5 terms

senior convertible notes financial

"to issue senior convertible notes (the “Notes”) in the aggregate principal amount"

A senior convertible note is a loan a company issues that ranks near the top of payment priority and can be exchanged for the company’s stock under preset terms. Think of it as an IOU that promises interest payments and first dibs on repayments if assets are liquidated, but also gives the lender the option to become an owner later; investors watch these for repayment safety, interest income, and potential stock dilution.

original issue discount financial

"bearing an original issue discount of 10%"

Original issue discount (OID) is the difference between a debt security’s face value and the lower price at which it is first sold, treated as additional interest that accrues over the life of the instrument. For investors it matters because OID raises the effective yield and changes taxable income and the holding’s cost basis over time — think of buying a $100 voucher for $90 and recognizing the $10 gain as earned interest as the voucher approaches maturity.

volume-weighted average price financial

"lowest daily volume-weighted average price of the Company’s common shares"

Volume-weighted average price (VWAP) is the average price of a stock over a specific time period where each trade is weighted by the number of shares traded, so larger trades influence the average more than small ones. Investors and traders use VWAP as a reference point to judge whether trades are happening at relatively good or poor prices—like checking the average price paid for an item at a market where bulk purchases count more than single-item buys.

shelf registration statement regulatory

"offered pursuant to a shelf registration statement on Form F-3"

A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.

pre-funded warrants financial

"common shares (and/or pre-funded warrants in lieu thereof)"

Pre-funded warrants are financial instruments that give investors the right to purchase a company's stock at a set price, but with most or all of the purchase price paid upfront. They function like a coupon or gift card for stock, allowing investors to buy shares later at a fixed price, which can be beneficial if they want to avoid future price increases. This makes them important for investors seeking flexibility and certainty in their investment plans.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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ATHENS, Greece, Oct. 16, 2026 (GLOBE NEWSWIRE) -- 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).

Maxim Group LLC is acting as the sole placement agent in connection with the offering.

The securities described above are being offered pursuant to a shelf registration statement on Form F-3 (File No. 333-297207), which was declared effective by the United States Securities and Exchange Commission (“SEC”) on July 14, 2026. A prospectus supplement relating to the securities to be issued in the Offering will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the Offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or by telephone at (212) 895-3745.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

About the Company

Rubico Inc. is a global provider of shipping transportation services specializing in the ownership of vessels. The Company is an international owner and operator of two modern, fuel efficient, eco 157,000 dwt Suezmax tankers. Furthermore, the Company owns three 47,499 dwt MR tanker newbuildings scheduled for delivery in the second, third and fourth quarters of 2029 and a 60-meter newbuilding megayacht scheduled for delivery in the second quarter of 2027, which the Company intends to divest.

The Company is incorporated under the laws of the Republic of the Marshall Islands and has executive offices in Athens, Greece. The Company's common shares trade on the Nasdaq Capital Market under the symbol "RUBI".

Please visit the Company's website at: https://rubicoinc.com/

For further information please contact:

Nikolaos Papastratis
Chief Financial Officer
Rubico Inc.
Tel: +30 210 812 8107
Email: npapastratis@rubicoinc.com

Forward-Looking Statements

Matters discussed in this press release may constitute forward-looking statements. The Private Securities Litigation Reform Act of 1995 provides safe harbor protections for forward-looking statements in order to encourage companies to provide prospective information about their business. Forward-looking statements include statements concerning plans, objectives, goals, strategies, future events or performance, and underlying assumptions and other statements, which are other than statements of historical facts, including statements regarding the Notes and Warrants and closing of the offering described herein, the construction and delivery of the Company's newbuilding vessels and the potential divestiture of the Company's newbuilding megayacht.

The Company desires to take advantage of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995 and is including this cautionary statement in connection with this safe harbor legislation. The words "believe," "anticipate," "intends," "estimate," "forecast," "project," "plan," "potential," "may," "should," "expect," "pending" and similar expressions identify forward-looking statements. The forward-looking statements in this press release are based upon various assumptions, many of which are based, in turn, upon further assumptions, including without limitation, our management's examination of historical operating trends, data contained in our records and other data available from third parties. Although we believe that these assumptions were reasonable when made, because these assumptions are inherently subject to significant uncertainties and contingencies which are difficult or impossible to predict and are beyond our control, we cannot assure you that we will achieve or accomplish these expectations, beliefs or projections. Please see the Company's filings with the Securities and Exchange Commission for a more complete discussion of these and other risks and uncertainties. The information set forth herein speaks only as of the date hereof, and the Company disclaims any intention or obligation to update any forward-looking statements as a result of developments occurring after the date of this communication. 

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is Rubico raising in its convertible-note offering, and when is the first closing?

Rubico will receive $8,500,000 in gross proceeds at the first closing, expected on or about October 19, 2026, subject to customary closing conditions. A conditional second closing would provide another $5,000,000 in gross proceeds.

How does the alternate conversion price work for Rubico's convertible notes?

The holder may convert at the greater of 85% of the lowest daily volume-weighted average price during the 10 trading days preceding conversion and a $0.10 floor. Volume-weighted average price measures trading prices weighted by trading volume. The first tranche's fixed conversion price is $0.3646.

How is Rubico's fixed conversion price determined for the note offering?

The fixed conversion price is the lower of the closing common-share price immediately before issuance and the average closing price over the five days before issuance. For the first tranche, that price will be $0.3646.