UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13A-16 OR 15D-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of April 2026
Commission File Number: 001-42684
RUBICO INC.
(Translation of registrant’s name into English)
20 Iouliou Kaisara Str
19002 Paiania
Athens, Greece
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover
of Form 20-F or Form 40-F:
Form 20-F ☒ Form 40-F ☐
INFORMATION CONTAINED IN THIS FORM 6-K REPORT
Common Share Purchase Agreement
On April 20, 2026, Rubico Inc. (the “Company”)
entered into a Common Share Purchase Agreement (the “Purchase Agreement”) with B. Riley Principal Capital II, LLC (“B.
Riley Principal Capital II”). Pursuant to the Purchase Agreement, the Company has the right to sell to B. Riley Principal Capital
II up to $50.0 million of its common shares, $0.01 par value per share (the “Common Shares”), subject to certain limitations
and conditions set forth in the Purchase Agreement, from time to time during the term of the Purchase Agreement. Sales of Common Shares
pursuant to the Purchase Agreement, and the timing of any sales, are solely at the option of the Company, and the Company is under no
obligation to sell any securities to B. Riley Principal Capital II under the Purchase Agreement.
Upon the initial satisfaction of the
conditions to B. Riley Principal Capital II’s purchase obligations set forth in the Purchase Agreement (the “Commencement”),
including that the Initial Registration Statement (as defined below), required to be filed by the Company pursuant to the Registration
Rights Agreement (as defined below) described under “Registration Rights Agreement” below, has been declared effective by
the U.S. Securities and Exchange Commission (the “SEC”), the Company will have the right, but not the obligation, from time
to time at its sole discretion over the 36-month period beginning on the date the Commencement occurs (the “Commencement Date”),
to direct B. Riley Principal Capital II to purchase a specified number of the Company’s Common Shares, not to exceed certain limitations
as set forth in the Purchase Agreement (each, a “Purchase”). Each Purchase shall not exceed the lesser of 1,000,000 of the
Common Shares and a percentage to be specified by the Company, not to exceed 25%, times the aggregate number of the Common Shares traded
on the Nasdaq Capital Market (“Nasdaq”) during the applicable Purchase Valuation Period (as defined below). In addition, the
Company may only initiate a Purchase if the closing sale price of the Common Shares on Nasdaq on the preceding trading day is not less
than $1.00. Any such direction will be made by the Company timely delivering written notice to B. Riley Principal Capital II (each, a
“Purchase Notice”) prior to 9:00 a.m., New York City time, on any trading day (each, a “Purchase Date”), subject
to certain requirements as set forth in the Purchase Agreement.
From and after Commencement, the Company
will control the timing and amount of any sales of its Common Shares to B. Riley Principal Capital II. Actual sales of the Company’s
Common Shares to B. Riley Principal Capital II under the Purchase Agreement will depend on a variety of factors to be determined by the
Company from time to time, including, among other things, market conditions, the trading price of the Company’s Common Shares and
determinations by the Company as to the appropriate sources of funding for the Company’s business and operations. The Company may
not issue or sell any Common Shares to B. Riley Principal Capital II under the Purchase Agreement that, when aggregated with all other
Common Shares then beneficially owned by B. Riley Principal Capital II and its affiliates would result in the B. Riley Principal Capital
II beneficially owning more than 4.99% of the outstanding Common Shares.
The per share purchase price that B. Riley
Principal Capital II is required to pay for the Company’s Common Shares in a Purchase effected by the Company pursuant to the Purchase
Agreement, will be equal to 97% of the volume weighted average price of the Company’s Common Shares (the “VWAP”), calculated
in accordance with the Purchase Agreement, during the applicable Purchase Date (the “Purchase Valuation Period”). The Company
may elect in the applicable Purchase Notice that the Purchase Valuation Period will also be determined by the Minimum Price Threshold
(as defined below), such time that the trading price of the Company’s Common Shares on Nasdaq during such Purchase Valuation Period
(calculated in accordance with the Purchase Agreement) falls below the applicable minimum price threshold for such Purchase specified
by the Company in the Purchase Notice for such Purchase, or if the Company does not specify a minimum price threshold in such Purchase
Notice, a price equal to 75% of the closing sale price of the Company’s Common Shares on the trading day immediately prior to the
applicable Purchase Date for such Purchase (the “Minimum Price Threshold”).
In addition to the regular Purchases
described above, after the Commencement, the Company will also have the right, but not the obligation, subject to the continued satisfaction
of the conditions set forth in the Purchase Agreement, to direct B. Riley Principal Capital II to purchase, on any trading day, including
the same Purchase Date on which a regular Purchase is effected, a specified number of the Company’s Common Shares, not to exceed
certain limitations set forth in the Purchase Agreement (each, an “Intraday Purchase”). Any such direction will be made by
the Company delivering to B. Riley Principal Capital II an irrevocable written purchase notice, after 10:00 a.m., New York City time (and
after the Purchase Valuation Period for any prior regular Purchase (if any) and the Purchase Valuation Period for the most recent prior
Intraday Purchase effected on the same Purchase Date (if any) have ended), and prior to 3:30 p.m., New York City time, on such Purchase
Date.
The per share purchase price, volume
limitations and $1.00 threshold price for the Company’s Common Shares that it elects to sell to B. Riley Principal Capital II in
an Intraday Purchase pursuant to the Purchase Agreement, if any, will be calculated in the same manner as in the case of a regular Purchase
(including the same fixed percentage discounts to the applicable VWAP as in the case of a regular Purchase, as described above), provided
that the threshold price will be evaluated at on such Purchase Date and the VWAP for each Intraday Purchase effected on a Purchase Date
will be calculated over different periods during the regular trading session on Nasdaq on such Purchase Date, each of which will commence
and end at different times on such Purchase Date.
There is no upper limit on the price
per share that B. Riley Principal Capital II could be obligated to pay for the Company’s Common Shares that the Company may elect
to sell to it in any Purchase or any Intraday Purchase under the Purchase Agreement. In the case of Purchases and Intraday Purchases effected
by the Company under the Purchase Agreement, if any, all share and dollar amounts used in determining the purchase price per share of
the Company’s Common Shares to be purchased by B. Riley Principal Capital II in a Purchase or an Intraday Purchase (as applicable),
or in determining applicable threshold amounts in connection with any such Purchase or Intraday Purchase (as applicable), in each case,
will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or other similar
transaction occurring during any period used to calculate such per share purchase price, maximum purchase share amounts or applicable
volume or price threshold amounts.
The Common Shares that may be issued under
the Purchase Agreement are being offered and sold in transactions exempt from registration under the Securities Act of 1933, as amended
(the “Securities Act”), in reliance on the exemption afforded under Section 4(a)(2) thereof.
The net proceeds to the Company from
sales that it elects to make to B. Riley Principal Capital II under the Purchase Agreement, if any, will depend on the frequency and prices
at which the Company sells its Common Shares to B. Riley Principal Capital II. The Company expects that any proceeds it receives from
such sales to B. Riley Principal Capital II will be used for general corporate purposes, which may include, among other things, funding
for working capital needs, debt repayments, construction of our 47,499 dwt chemical/product oil carrier and our newbuilding megayacht,
the M/Y Sanlorenzo 1150Exp and fleet expansion, which may include the acquisition of vessels or newbuilding vessels from third parties
or/and affiliated companies.
The Purchase Agreement will
automatically terminate on the earliest to occur of (i) the first day of the month next following the third anniversary of the
Commencement Date; (ii) the date on which B. Riley Principal Capital II shall have purchased from the Company, pursuant to all
VWAP Purchases and Intraday VWAP Purchases that have occurred and fully settled under the Purchase Agreement, its Common Shares for
an aggregate gross purchase price of $50.0 million; (iii) the date on which the Company’s Common Shares shall have failed to be
listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market” in the
Purchase Agreement (“Eligible Market”) for one trading day; (iv) the 30th trading day next
following the date on which, pursuant to or within the meaning of any Bankruptcy Law (as defined in the Purchase Agreement), the
Company commences a voluntary case or any Person (as defined in the Purchase Agreement) commences a proceeding against the Company,
in each case that is not discharged or dismissed prior to such 30th trading day; and (v) the date on which, pursuant to
or within the meaning of any Bankruptcy Law, a Custodian (as defined in the Purchase Agreement) is appointed for the Company or for
all or substantially all of its property, or the Company makes a general assignment for the benefit of its creditors.
The Company has the right to terminate
the Purchase Agreement at any time after Commencement, at no cost or penalty, at any time. The Company and B. Riley Principal Capital
II may also agree to terminate the Purchase Agreement by mutual written consent, provided that no termination of the Purchase Agreement
will be effective during the pendency of any Purchase or any Intraday Purchase that has not then fully settled in accordance with the
Purchase Agreement. B. Riley Principal Capital II also has the right to terminate the Purchase Agreement upon ten trading days’
prior written notice to the Company in limited circumstances, including: (i) if a Fundamental Transaction (as defined in the Purchase
Agreement) has occurred; (ii) the required Registration Statements (as defined below) are not filed or made effective by their respective
deadlines, or the Company has a material breach of the Registration Rights Agreement (as defined below) which is not cured within 10 trading
days of notice thereof; (iii) if, while B. Riley Principal Capital II holds Common Shares, a Registration Statement is made unavailable
for 45 consecutive trading days or for an aggregate of 90 trading days within any 365-day period; (iv) trading in the Company’s
Common Shares on Nasdaq has been suspended for a period of five consecutive trading days; (v) the Company is in material breach or
default under the Purchase Agreement or Registration Rights Agreement, if not cured within ten trading days of notice; or (vi) if any
condition, occurrence, state of facts or event constituting a Material Adverse Effect has occurred and continues.
As consideration for B. Riley Principal
Capital II’s commitment to purchase the Company’s Common Shares at the Company’s direction upon the terms and subject
to the conditions set forth in the Purchase Agreement, the Company will pay a commitment fee of 1% of the maximum aggregate purchase price
of shares which may be sold under the Purchase Agreement to B. Riley Principal Capital II (the “Commitment Fee”). Prior to
the filing of the Initial Registration Statement, we paid an aggregate of $150,000 to B. Riley Principal Capital II in partial satisfaction
of the Commitment Fee. B. Riley Principal Capital II is entitled to retain 50% of any amounts otherwise payable to the Company under the
Purchase Agreement on each date of settlement thereunder as partial satisfaction of the Commitment Fee, with the full Commitment Fee due
within 12 months from the date of the Purchase Agreement.
The Purchase Agreement contains customary
representations, warranties, conditions and indemnification obligations of the parties. The representations, warranties and covenants
contained in the Purchase Agreement were made only for the purposes of the Purchase Agreement and as of specific dates, were solely for
the benefit of the parties to such agreement and are subject to certain important limitations.
Registration Rights Agreement
On April 20, 2026, the Company entered
into a Registration Rights Agreement (the “Registration Rights Agreement”) with B. Riley Principal Capital II, pursuant to
which the Company agreed to file an initial registration statement (the “Initial Registration Statement”) within ten business
days following the date of the Registration Rights Agreement. The Company filed the Initial Registration Statement on April 20, 2026.
In addition, pursuant to the Registration Rights Agreement, the Company agreed to file additional registration statements as required
(each, a “New Registration Statement” and together with the Initial Registration Statement, a “Registration Statement”)
within ten business days following the date of the sale of all Common Shares registered on the Initial Registration Statement, with respect
to any additional Common Shares to be sold pursuant to the Purchase Agreement.
The Registration Rights Agreement contains
customary covenants and indemnification obligations of the parties. The covenants contained in the Registration Rights Agreement were
made only for the purposes of the Registration Rights Agreement, were solely for the benefit of the parties to such agreement and are
subject to certain important limitations.
The Company does not know what the
purchase price for Common Shares sold under the Purchase Agreement will be and therefore cannot be certain as to the number of
shares, if any, it might issue to B. Riley Principal Capital II under the Purchase Agreement. The Purchase Agreement provides that
up to $50.0 million of Common Shares may be sold to B. Riley Principal Capital II and the Company is registering 50,000,000 Common
Shares under the Securities Act for resale by B. Riley Principal Capital II pursuant to the Initial Registration Statement.
Depending on the market price of the Common Shares at the times the Company elects to issue and sell shares to B. Riley Principal
Capital II, the Company may need to register under the Securities Act additional Common Shares for resale by B. Riley Principal
Capital II in order to receive aggregate gross proceeds equal to the full amount available to the Company under the Purchase
Agreement. If the Company elects to issue and sell more than the 50,000,000 shares offered under this prospectus to B. Riley
Principal Capital II, which the Company has the right, but not the obligation, to do, it must first register under the Securities
Act and have the SEC declare effective the sale by B. Riley Principal Capital II of additional Common Shares, which could cause
additional substantial dilution to the Company’s shareholders.
The foregoing descriptions of the Purchase
Agreement and Registration Rights Agreement are qualified in their entirety by reference to the full text of the Purchase Agreement and
Registration Rights Agreement, which are attached to this Report on Form 6-K as Exhibits 10.1 and 10.2, respectively, and which are incorporated
by reference herein.
A registration statement on Form F-1
(File No. 333-295199) relating to the resale of the Common Shares which may be sold under the Purchase Agreement has been filed with the
SEC but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. A final prospectus relating to the offering will be filed with the SEC and will be available on the SEC’s
website at http://www.sec.gov.
This Report on Form 6-K shall not constitute
an offer to sell or a solicitation of an offer to buy any Common Shares, nor shall there be any sale of Common Shares in any state or
jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
EXHIBIT INDEX
| Exhibit No. |
|
Description |
| 10.1 |
|
Common Share Purchase Agreement, dated as of April 20, 2026, by and between Rubico Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.26 of the Registration Statement on Form F-1 previously filed with the SEC by the Company on April 20, 2026) |
| 10.2 |
|
Registration Rights Agreement, dated as of April 20, 2026, by and between Rubico Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.27 of the Registration Statement on Form F-1 previously filed with the SEC by the Company on April 20, 2026) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
Rubico Inc. |
| Date: April 21, 2026 |
By: /s/ Nikolaos Papastratis |
| |
Name: Nikolaos Papastratis |
| |
Title: Chief Financial Officer |
