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Rubicon Technologies, Inc.
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All | News | Filings
| Date Filed | Type | Description |
| 09/27/2023 |
8-K
| Material Modifications to Rights of Security Holders, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Yea... |
| 08/21/2023 |
8-K
| Termination of a Material Definitive Agreement Interactive Data |
| 08/11/2023 |
8-K
| Entry into a Material Definitive Agreement, Financial Statements and Exhibits Interactive Data|
Docs:
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"ASSIGNOR",
"AMENDMENT TO CONVERTIBLE DEBENTURE This AMENDMENT TO CONVERTIBLE DEBENTURE dated as of August 8, 2023, by and between Rubicon Technologies, Inc. and the investor signatory hereto . Each of the Company and the Holder shall be referred to collectively as the “Parties” and individually as a “Party.” W I T N E S S E T H : WHEREAS, pursuant to the terms of that certain Securities Purchase Agreement dated as of November 30, 2022, executed by and among the Company and the investors party thereto, the Company issued to the Holder Convertible Debenture , dated as of November 30, 2022 in an aggregate principal amount of $7 million which is convertible into shares of the Company’ s Class A common stock, par value $0.0001. The Securities Purchase Agreement contained customary representations, warranti...",
"AMENDMENT TO CONVERTIBLE DEBENTURE This AMENDMENT TO CONVERTIBLE DEBENTURE dated as of August 8, 2023, by and between Rubicon Technologies, Inc. and the investor signatory hereto . Each of the Company and the Holder shall be referred to collectively as the “Parties” and individually as a “Party.” W I T N E S S E T H : WHEREAS, pursuant to the terms of that certain Securities Purchase Agreement dated as of November 30, 2022, executed by and among the Company and the investors party thereto, the Company issued to the Holder Convertible Debenture , dated as of February 3, 2023 in an aggregate principal amount of $10 million which is convertible into shares of the Company’ s Class A common stock, par value $0.0001. The Securities Purchase Agreement contained customary representations, warranti..." |
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| 08/08/2023 |
8-K
| Quarterly results |
| 08/03/2023 |
8-K
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements... |
| 06/09/2023 |
8-K
| Submission of Matters to a Vote of Security Holders Interactive Data |
| 06/08/2023 |
8-K/A
| Financial Statements and Exhibits Interactive Data |
| 06/08/2023 |
8-K
| Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance S...|
Docs:
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"FORM OF WARRANT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED , AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE...",
"CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of June 7, 2023 by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, RUBICON TECHNOLOGIES INTERNATIONAL, INC., RUBICON GLOBAL, LLC, CLEANCO LLC, CHARTER WASTE",
"CREDIT, SECURITY AND GUARANTY AGREEMENT dated as of June 7, 2023 by and among RUBICON TECHNOLOGIES HOLDINGS, LLC, RUBICON TECHNOLOGIES INTERNATIONAL, INC., RUBICON GLOBAL, LLC, CLEANCO LLC, CHARTER WASTE MANAGEMENT, INC., RIVERROAD WASTE SOLUTIONS, INC., the other entities shown on the signature pages hereto and any additional borrower that hereafter becomes party hereto, each as a Borrower, and collectively as Borrowers, and RUBICON TECHNOLOGIES, INC., and any guarantor that hereafter becomes party hereto, each as Guarantor, and collectively as Guarantors, and MIDCAP FUNDING IV TRUST, as Agent, and THE LENDERS FROM TIME TO TIME PARTY HERETO",
"Amendment”) dated as of June 7, 2023, is entered into by and among RUBICON GLOBAL, LLC, a Delaware limited liability company and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad”; and together with Rubicon, each an “Existing Borrower",
"FORM OF AMENDMENT TO CONVERTIBLE DEBENTURE This AMENDMENT TO CONVERTIBLE DEBENTURE dated as of June 2, 2023, by and between Rubicon Technologies, Inc. and each of the investors signatory hereto . Each of the Company and the Holders shall be referred to collectively as the “Parties” and individually as a “Party.” W I T N E S S E T H : WHEREAS, pursuant to the terms of a certain Securities Purchase Agreement dated as of December 16, 2022, executed by and among the Parties on December 16, 2022, the Company issued to the Holders convertible debentures in an aggregate principal amount of up to $17 million, net of an original issuance discount of $2 million, which are convertible into shares of the Company’ s Class A common stock, par value $0.0001. The Convertible Debentures could be purchased ...",
"FORM OF AMENDMENT TO CONVERTIBLE DEBENTURE This AMENDMENT TO CONVERTIBLE DEBENTURE dated as of June 2, 2023, by and between Rubicon Technologies, Inc. and each of the investors signatory hereto . Each of the Company and the Holders shall be referred to collectively as the “Parties” and individually as a “Party.” W I T N E S S E T H : WHEREAS, pursuant to the terms of a certain Securities Purchase Agreement dated as of February 1, 2023, executed by and among the Parties on February 1, 2023, the Company issued to the Holders a first tranche of convertible debentures in an aggregate principal amount of up to $1,226,000.00, net of an original issuance discount of approximately $163,467.00, for a total principal amount of approximately $1,389,467.00 in First Tranche Convertible Debentures, and ..." |
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| 05/24/2023 |
8-K
| Entry into a Material Definitive Agreement, Financial Statements and Exhibits Interactive Data|
Docs:
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"Schedule A",
"PATHLIGHT CAPITAL LP 100 Federal Street Boston, Massachusetts 02110 May 19, 2023 Rubicon Global, LLC 100 West Main Street, Suite 610 Lexington, Kentucky 40507 Attention: Chris Spooner Re: Maturity Extension",
"THIRD AMENDMENT TO LOAN AND SECURITY AGREEMENT",
"LOAN CONVERSION AGREEMENT",
"Rodina Capital",
"RUBICON TECHNOLOGIES, INC. 2022 EQUITY INCENTIVE PLAN AMENDMENT TO GRANT NOTICE AND STANDARD TERMS AND CONDITIONS OF RESTRICTED STOCK UNIT AWARD",
"FIRST AMENDMENT TO CEO TRANSITION AGREEMENT" |
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| 03/31/2023 |
8-K
| Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and... |
| 03/13/2023 |
8-K
| Regulation FD Disclosure Interactive Data |
| 03/09/2023 |
8-K
| Results of Operations and Financial Condition, Financial Statements and Exhibits Interactive Data |
| 02/09/2023 |
8-K
| Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance S... |
| 02/07/2023 |
8-K
| Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance S...|
Docs:
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"SECURITIES PURCHASE AGREEMENT",
"NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED , AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Principal Amount: $[●] Interest Rate: 6.0% Debenture Issuance Date: February 1, 2023",
"REGISTRATION RIGHTS AGREEMENT",
"LOCK-UP AGREEMENT February 1, 2023 Each Buyer referenced below:",
"SCHEDULE I: SCHEDULE OF BUYERS FIRST CLOSING",
"NEITHER THIS DEBENTURE NOR THE SECURITIES INTO WHICH THIS DEBENTURE IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE. THESE SECURITIES HAVE BEEN SOLD IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED , AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. Principal Amount: $[●] Interest Rate: 8.0% Debenture Issuance Date: February 1, 2023",
"REGISTRATION RIGHTS AGREEMENT",
"LOCK-UP AGREEMENT" |
|
| 12/01/2022 |
8-K
| Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Unregistered Sales of Equity Secu...|
Docs:
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"PRELIMINARY STATEMENTS",
"ACM ARRT F LLC One Rockefeller Center, 32nd Floor 10020 November 30, 2022 VIA E-MAIL",
"TERMINATION AND RELEASE AGREEMENT This Termination and Release Agreement , dated as of November 30, 2022, is entered into by and among Rubicon Technologies Inc. , Vellar Opportunity Fund SPV LLC – Series 2 , and Rubicon Technologies Holdings LLC . WHEREAS, Rubicon, Holdings LLC and ACM ARRT F LLC entered into a certain OTC Equity Prepaid Forward Transaction, as documented under the 2002 ISDA Master Agreement and a confirmation between Rubicon and the Assignor dated August 4, 2022 relating to such Transaction. WHEREAS, the Assignor assigned all of its rights, duties and obligations to Seller in respect of 5,000,000 Shares under the Transaction, including the Confirmation, pursuant to the Assignment and Novation Agreement dated August 5, 2022 by and among, the Assignor, Rubicon, Holdings LLC...",
"Principal Amount: $7,000,000 Debenture Issuance Date: November 30, 2022 Debenture Number: RBT-1 FOR VALUE RECEIVED, RUBICON TECHNOLOGIES, INC.",
"FORM OF CONVERTIBLE DEBENTURES",
"REGISTRATION RIGHTS AGREEMENT",
"PRE-FUNDED COMMON STOCK PURCHASE WARRANT RUBICON TECHNOLOGIES, INC. NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL IN A FORM REASONABLY SATISFACTORY TO THE ISSUER THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. THIS PRE-FUNDED COMMON STO..." |
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| 11/25/2022 |
8-K
| Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance S...|
Docs:
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"[Signature Pages Continue] Sixth Amendment to loan and security agreement 7 BORROWERS/LOAN PARTY OBLIGORS: RUBICON GLOBAL, LLC, as a Borrower and a Loan Party Obligor By: /s/ Phil Rodoni Name: Phil Rodoni Title: Chief Executive Officer of its Sole Member RIVERROAD WASTE SOLUTIONS, INC., as a Borrower and a Loan Party Obligor By: /s/ Marc Spiegel Name: Marc Spiegel Title: President RUBICON TECHNOLOGIES holdings, LLC, as a Loan Party Obligor By: /s/ Phil Rodoni Name: Phil Rodoni Title: Chief Executive Officer CLEANCO LLC, as a Loan Party Obligor By: /s/ Phil Rodoni Name: Phil Rodoni Title: Chief Executive Officer of its Sole Member CHARTER WASTE MANAGEMENT, INC., as a Loan Party Obligor By: /s/ Marc Spiegel Name: Marc Spiegel Title: President RUBICON TECHNOLOGIES INTERNATIONAL, INC., as a Lo...",
"PRELIMINARY STATEMENTS",
"Amendment”) is dated as of November 18, 2022 , among RUBICON GLOBAL, LLC, a Delaware limited liability company and RIVERROAD WASTE SOLUTIONS, INC., a New Jersey corporation (“RiverRoad" |
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| 11/18/2022 |
8-K
| Cost Associated with Exit or Disposal Activities, Financial Statements and Exhibits Interactive Data |
| 11/09/2022 |
8-K
| Quarterly results |
| 10/14/2022 |
8-K
| Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements...|
Docs:
|
"CEO TRANSITION AGREEMENT This CEO TRANSITION AGREEMENT is entered into between Nathaniel R. Morris and Rubicon Technologies, Inc. , and is effective as of October 13, 2022. The Company and Executive shall each be referred to in this Agreement as a “ Party, ” and collectively as the “ Parties. ” WHEREAS, Executive has been employed by the Company as Chief Executive Officer pursuant to that certain Employment Agreement effective as of February 9, 2021, and last amended August 10, 2022 ; WHEREAS, Executive has notified the Board of Directors of the Company that he intends to transition to the role of Chairman; WHEREAS, the Company wishes to secure Executive’ s institutional knowledge, expertise and advisory services following Executive’ s transition; and WHEREAS, the Executive and the Company...",
"Rubicon Technologies Announces Leadership Transition" |
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| 08/31/2022 |
8-K
| Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits ... |
| 08/30/2022 |
8-K
| Changes in Registrant's Certifying Accountant, Financial Statements and Exhibits Interactive Data |
| 08/19/2022 |
8-K
| Director compensation was amended/approved|
Docs:
|
"CERTIFICATE OF INCORPORATION OF RUBICON TECHNOLOGIES, INC. ARTICLE I NAME The name of the Corporation is Rubicon Technologies, Inc. ARTICLE II AGENT The address of the Corporation’ s registered office in the State of Delaware is 838 Walker Road, Suite 21-2, Dover, Delaware 19904, Kent County. The name of its registered agent at such address is Registered Agent Solutions, Inc. ARTICLE III PURPOSE The purpose of the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware . ARTICLE IV STOCK Section 4.1 Authorized Stock . The total number of shares that the Corporation shall have authority to issue is 975,000,000 shares, of which 690,000,000 shares shall be designated as Class A Common Stock, par ...",
"BYLAWS OF",
"AMENDMENT OF WARRANT AGREEMENT",
"Indemnification Agreement This Indemnification Agreement is entered into as of August 15, 2022 by and between Rubicon Technologies, Inc., a Delaware corporation , and the undersigned . Recitals WHEREAS, the Board of Directors has determined that the inability to attract and retain qualified persons as directors and officers of the Company and its subsidiaries is detrimental to the best interests of the Company’ s stockholders and that the Company should act to assure such persons that there shall be adequate certainty of protection through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities on behalf of the Company; WHEREAS, the Company has adopted provisions in its Bylaws providing for indemnification and advancemen...",
"RUBICON TECHNOLOGIES, INC. 2022 EQUITY INCENTIVE PLAN",
"RECITALS",
"EIGHTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RUBICON TECHNOLOGIES HOLDINGS, LLC a Delaware limited liability company dated as of August 15, 2022 THE LIMITED LIABILITY COMPANY INTERESTS IN RUBICON TECHNOLOGIES HOLDINGS, LLC HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED, THE SECURITIES LAWS OF ANY STATE, OR ANY OTHER APPLICABLE SECURITIES LAWS, AND HAVE BEEN OR ARE BEING ISSUED IN RELIANCE UPON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. SUCH INTERESTS MUST BE ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE OFFERED FOR SALE, PLEDGED, HYPOTHECATED, SOLD, ASSIGNED OR TRANSFERRED AT ANY TIME EXCEPT IN COMPLIANCE WITH THE SECURITIES ACT, ANY APPLICABLE SECURITIES LAWS OF ANY STATE AND ANY OTHER APPLICABLE SECUR...",
"TAX RECEIVABLE AGREEMENT",
"AMENDED AND RESTATED EMPLOYMENT AGREEMENT",
"PROMISSORY NOTE [AND SECURITY AGREEMENT] $[●] Effective Date: July 20, 2022 FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, RUBICON TECHNOLOGIES, LLC, a Delaware limited liability company , hereby promises to pay to the order of ______________________ , the principal amount of _________________________ U.S. Dollars , together with all accrued interest thereon, as provided in this Promissory Note . 1. Definitions . Capitalized terms used but not otherwise defined herein shall have the meanings set forth in this Section 1. “Applicable Rate” means the rate equal to ten percent per annum. “Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in Wilmington, Delaware are authorized or required by law to close. “Default..." |
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| 08/05/2022 |
8-K
| Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Regulation FD Disclosure, Financial Stat... |
| 08/03/2022 |
8-K
| Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits &... |
| 07/27/2022 |
8-K
| Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and... |
| 06/07/2022 |
8-K
| Other Events, Financial Statements and Exhibits Interactive Data |
| 05/20/2022 |
8-K
| Quarterly results |
| 04/12/2022 |
8-K
| Other Events, Financial Statements and Exhibits Interactive Data |
| 04/01/2022 |
8-K
| Other Events, Financial Statements and Exhibits Interactive Data |
| 02/02/2022 |
8-K
| Other Events, Financial Statements and Exhibits Interactive Data |
| 12/17/2021 |
8-K
| Quarterly results |
| 12/16/2021 |
8-K
| Quarterly results |
| 12/03/2021 |
8-K
| Quarterly results |
| 10/26/2021 |
8-K
| Other Events, Financial Statements and Exhibits |
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