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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT 

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): August 15, 2022

 

RUBICON TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-33834   36-4419301

(State or other jurisdiction

of incorporation)

  (Commission File Number)  

(I.R.S. Employer

Identification No.)

 

900 East Green Street

Bensenville, Illinois

  60106
(Address of principal executive offices)   (Zip Code)

 

(847) 295-7000

(Registrant’s telephone number, including area code)

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading symbol   Name of each exchange
on which registered
Common Stock, par value $.001 per share   RBCN   The Nasdaq Stock Market LLC
Preferred Share Purchase Right        

 

 

 

 

 

 

Item 1.01 Entry into a Material Definitive Agreement

 

The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated herein by reference.

 

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

 

On August 15, 2022, Rubicon Technology BP LLC, a Delaware limited liability company (the “Borrower”), entered into a business loan agreement (the “Loan”) and promissory note (the “Note”) in the amount of $1,620,000 with American Community Bank & Trust (the “Lender”). The Borrower is a wholly owned subsidiary of Rubicon Technology Inc., a Delaware corporation (the “Company”). The interest rate on the Note is 6% and it matures on August 15, 2027. The Note will have a 25 year amortization schedule. Interest and principal payments will be made on a monthly basis and a balloon payment will be made upon the maturity of the Note. The Borrower may pay, without penalty, a portion or the entirety of the amount owed earlier than it is due. The Loan and Note have customary terms and provisions for default and increases in payment.

 

The Loan is secured by a real estate mortgage (the “Mortgage”) and assignment of rents (the “Assignment”) encumbering the property commonly known as 900 E. Green Street, Bensenville, IL. Rubicon Worldwide LLC, an Illinois limited liability company and a wholly owned subsidiary of the Company, and the Company entered into unlimited commercial guaranty agreements (the “Worldwide Guaranty” and “Company Guaranty,” respectively) in favor of the Lender.

 

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan, Note, Worldwide Guaranty, Company Guaranty, Mortgage and Assignment, copies of which are filed as Exhibits 10.1, 10.2, 10.3, 10.4, 10.5, and 10.6, respectively.

 

Item 9.01 Financial Statements and Exhibits.

 

(d)  Exhibits.

 

Exhibit
Number
  Description
     
10.1   Business Loan Agreement, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust
     
10.2   Promissory Note, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust
     
10.3   Commercial Guaranty, dated August 15, 2022, between Rubicon Worldwide LLC and American Community Bank & Trust
     
10.4   Commercial Guaranty, dated August 15, 2022, between Rubicon Technology, Inc. and American Community Bank & Trust
     
10.5   Mortgage, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust
     
10.6   Assignment of Rents, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RUBICON TECHNOLOGY, INC.
     
Dated: August 19, 2022 By: /s/ Timothy E. Brog
  Name:  Timothy E. Brog
  Title: Chief Executive Officer, President and
Acting Chief Financial Officer 

 

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EXHIBIT INDEX

 

Exhibit
Number
  Description
     
10.1   Business Loan Agreement, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust
     
10.2   Promissory Note, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust
     
10.3   Commercial Guaranty, dated August 15, 2022, between Rubicon Worldwide LLC and American Community Bank & Trust
     
10.4   Commercial Guaranty, dated August 15, 2022, between Rubicon Technology, Inc. and American Community Bank & Trust
     
10.5   Mortgage, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust
     
10.6   Assignment of Rents, dated August 15, 2022, between Rubicon Technology BP LLC and American Community Bank & Trust
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

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