Effect on Outstanding Common Stock and Authorized Common Stock
As a result of the Reverse Split, the number of outstanding shares of our common stock will be decreased proportionately based on the
1-for-25
split ratio. As of the Record Date, the Company had 939,038,286 shares of common stock issued and outstanding. Based on the number of shares of common stock
issued and outstanding as of the Record Date, immediately following the completion of the Reverse Split, there would be approximately 37,561,531 shares of common stock issued and outstanding. As a result of the Authorized Share Decrease, the
total number of authorized shares of our common stock will be reduced from 1,100,000,000 shares to 44,000,000 shares.
The Reverse
Split will affect all of our stockholders uniformly and will not affect any stockholders percentage ownership interests in our company or proportionate voting power, subject to the treatment of fractional shares. No fractional shares will be
issued in connection with the Reverse Split. Instead, stockholders who would otherwise hold fractional shares will be entitled to cash payments (without interest) in respect of such fractional shares.
The amendment to the Certificate of Incorporation will not change the terms of our common stock. The shares of new common stock will have the
same voting rights and rights to dividends and distributions and will be identical in all other respects to the common stock now authorized. The common stock issued pursuant to the Reverse Split will remain fully paid and
non-assessable.
The Reverse Split is not intended as, and will not have the effect of, a going private transaction covered by
Rule 13e-3
under the Exchange.
We will continue to be subject to the periodic reporting requirements of the Exchange Act.
Following the Reverse Split, our common
stock will continue to be listed on the NYSE under the symbols RRTS although it will be considered a new listing with a new CUSIP number.
Effect on Equity Awards
Upon the
effectiveness of the Reverse Split, the number of shares of common stock subject to outstanding options, warrants, and restricted stock units (RSUs) issued by us, and the number of shares reserved for future issuance under our 2018
Incentive Compensation Plan, will be reduced by the same ratio as the reduction in the outstanding shares. Correspondingly, the exercise price for individual outstanding options and warrants, on a per share basis, will be proportionally increased
(i.e., the aggregate exercise price for all outstanding options and warrants will be unaffected, but following the Reverse Split such exercise price will apply to a reduced number of shares). As of March 7, 2019, there were outstanding stock
options to purchase an aggregate of 1,107,449 shares of common stock at a weighted average exercise price of $8.75 per share, and RSUs representing the right to acquire an aggregate of 1,324,318 shares of common stock. Based on the
1-for-25
Reverse Split, the number of shares covered by outstanding options and RSUs will be reduced to
one-twenty-fifth
the number
currently issuable, and the exercise price will be increased by 25 times the current exercise price.
Effect on Preferred Stock
We currently have 15,005,000 shares of preferred stock authorized. The amendment to the Certificate of Incorporation will have no effect on the
authorized preferred stock of our company.
Accounting Matters
The par value of the shares of our common stock is not changing as a result of the implementation of the Reverse Split. Our stated capital,
which consists of the par value per share of our common stock multiplied by the aggregate number of shares of our common stock issued and outstanding, will be reduced proportionately on the effective date of the Reverse Split. Correspondingly, our
additional
paid-in
capital, which consists of the difference between our stated capital and the aggregate amount paid to us upon the issuance of all currently
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