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BASIS OF PRESENTATION AND ORGANIZATION
9 Months Ended
Sep. 30, 2015
Accounting Policies [Abstract]  
BASIS OF PRESENTATION AND ORGANIZATION

Organization

 

Code Rebel Corporation (the “Company”, “we”, “our”) was organized under the laws of the State of Delaware on May 8, 2014.

 

Code Rebel, LLC was organized under the laws of the State of Hawaii on April 27, 2007.  The idea behind Code Rebel was to create a new remote access protocol that would allow the user to access a specific application on a remote Mac computer. After two years of development, the protocol concept was extended to be able to merge a remote Mac desktop with a local Windows desktop. Finally, the company developed the full iRAPP Protocol specification, multi-user terminal server for Mac (iRAPP TS), client-side application for Windows (iRAPP Client for Windows) and client-side application for Mac (iRAPP Client for Mac). After multiple requests from customers in 2008, in 2009 the support for Microsoft's Remote Desktop Protocol (RDP) was added. Today, customers can connect to a remote Mac using iRAPP Client or any existing RDP Client. In addition, Code Rebel is distributing iRAPP Terminal Server under single-user license as "iRAPP". The iRAPP TS provides a wide range of usage cases. Our customers use iRAPP TS to build OSX/iOS applications, access and print corporate documents, run shared business applications, perform quality assurance, control and maintain servers and personal computers remotely.  Code Rebel's Load Balancing solution (a free addition to iRAPP TS), allows customers to create a cluster of terminal servers, so multiple users can access multiple servers, using a single entry point.  

 

On July 31, 2015, the Company acquired ThinOps Resources LLC (ThinOps) in exchange for 667,511 shares of common stock of the Company valued at $8,497,415 and $750,000 in cash. ThinOps was organized under the laws of the State of Texas on October 25, 2012 to provide management and technology consultancy.  The acquisition was accounted for under the purchase method of accounting.  The Company has included the results of ThinOps operations since the acquisition date.

 

Reorganization

 

On May 20, 2014, the Company and the Members of Code Rebel, LLC entered into a securities exchange agreement (“Agreement”) for 10,000,000 common shares of Code Rebel Corporation.  Upon consummation of the Agreement, Code Rebel, LLC became a wholly owned subsidiary of Code Rebel Corporation (“Reorganization”) and the members of Code Rebel, LLC became 100% owners of Code Rebel Corporation.

 

The Reorganization transaction was accounted for as a roll-up of entities under common control. The Company recognized the assets and liabilities of the entities acquired in the Reorganization at their historical carrying amounts.  The Reorganization date of January 1, 2014 was used as inception for the financial statements.

 

Initial Public Offering

 

The Company closed an initial public offering, (“IPO”), of 1,000,983 shares of common stock at a price of $5.00 per share on May 19, 2015.  The Company received aggregate net proceeds, after deducting underwriting discounts and commissions and estimated offering expenses, of approximately $4.3 million. 

 

Burnham Securities, Inc. acted as the sole underwriter for our IPO.  The Company issued the underwriter a five-year warrant (the “Underwriting Warrant”) to purchase 40,039 shares of common stock at an exercise price of $5.00 per share.  The Underwriting Warrant was not exercisable until November 7, 2015 (180 days from the date the underwriting agreement was executed).

 

The convertible notes, including accrued interest of $71,731, were converted into 1,681,731 shares of common stock effective upon the completion of the IPO.