Stockholders' Equity

9 Months Ended

Sep. 30, 2022

Stockholders' Equity [Abstract]

STOCKHOLDERS’ EQUITY

6. STOCKHOLDERS’ EQUITY

Return of shareholder capital

On July 1, 2022, the Company and Janel Corporation, a Nevada corporation (the “Purchaser”) entered into a Stock Purchase and Sale Agreement (the “Purchase Agreement”) under which the Purchaser would commence a cash tender offer (the “Offer”) to purchase up to 45.0% of the issued and outstanding shares of the Company’s common stock, par value $0.001, on a fully-diluted basis (collectively, the “Shares”), at a price per Share of $20.00, subject to the terms and conditions set forth in the Purchase Agreement. The transaction was approved by the board of directors of both the Purchaser and the Board of Directors of the Company. The Purchase Agreement provided that, immediately after the consummation of the Offer, the Company would set a record date to authorize and approve a “return of capital” to be paid to all stockholders of the Company, which would include the Purchaser, in the aggregate amount of $11.00 per share. The Purchase Agreement was consummated in August of 2022. At the end of August the Company returned $27,092,000 of capital to its shareholders in accordance with the Purchase Agreement. At the time of the distribution the Company had an accumulated deficit of approximately $330 million. The Company accounted for the distribution as a reduction of additional paid in capital.

Common shares reserved

As of September 30, 2022, the Company had reserved 300 and 0 shares of common stock for issuance upon the exercise of outstanding common stock options and vesting of RSUs, respectively. Also, 320,273 shares of the Company’s common stock were reserved for future grants of stock options and RSUs (or other similar equity instruments) under the Rubicon Technology, Inc. 2016 Stock Incentive Plan (the “2016 Plan”) as of September 30, 2022.