Code Rebel Announces Closing of ThinOps Resources LLC Acquisition

Aug 03, 2015, 11:00 ET from Code Rebel Corp.

MAUI, Hawaii and NEW YORK, Aug. 3, 2015 /PRNewswire/ -- Code Rebel Corp. (NASDAQ: CDRB), an enterprise software development firm that licenses its proprietary software solution to enable simplified secure access and communications between PC and Mac environments on virtually any computer, tablet, or smartphone, announced today that it closed its previously announced acquisition of all of the outstanding membership interests of ThinOps Resources LLC from Thomas M. Moreno, ThinOps Resources' sole member.  ThinOps Resources is a management and technology consulting services firm based in Houston, Texas, which had revenue of over $2 million in 2014.  As of the closing, ThinOps is a wholly-owned, independently operated subsidiary of Code Rebel. 

Under the terms of the Membership Interest Purchase Agreement, Code Rebel paid to Mr. Moreno a combination of $9.25 million in cash and stock, including the issuance of 667,511 shares of its common stock at a price of approximately $12.73 per share, which was based on the volume weighted average closing price of Code Rebel's common stock on the Nasdaq Capital Market for the ten trading days immediately preceding the closing date.  In connection with the Membership Interest Purchase Agreement, Code Rebel also entered into an employment letter agreement with Mr. Moreno to serve as ThinOps' President for three years.

The acquisition brings a number of benefits to Code Rebel, including:

  • Increased revenues;
  • An increase in the capacity of its in-house sales and project support team to support Code Rebel's expanding distribution channels; and
  • Access to potential new customers and users of Code Rebel's software.

At the closing, Code Rebel had outstanding 13,350,225 shares of common stock after reflecting the issuance.  The shares of Code Rebel common stock issued in the transaction have not been registered under the Securities Act of 1933.

About ThinOps

ThinOps Resources provides products and services to a wide variety of organizations from leading academic institutions and healthcare organizations to many Fortune 500 companies located around the country and abroad. In the consulting business, having a true understanding of the client needs only comes from experienced people that have "earned their experience." Our service offerings focus on understanding our client's needs and providing them a focused roadmap and supporting plan on how to bridge the gap between business theory and business reality.

About Code Rebel

Code Rebel is an enterprise software company that develops, licenses, and supports software designed for cross-platform enterprise security and productivity. The proprietary Code Rebel iRAPP software addresses the growing requirement of corporate IT departments for secure access from diverse enterprise devices. Code Rebel software was developed by its in-house engineering team to address the demand for secure interoperability between mobile, desktop, and server environments and interaction between Apple and Microsoft devices and software. Code Rebel software facilitates mobile, desktop, and server environment interoperability seamlessly across Apple and Microsoft devices and software. The company provides enterprise client support for its software to a diverse range of industries. For more information visit: http://www.coderebel.com.

Forward-Looking Statements

This press release contains information about Code Rebel's view of its future expectations, plans and prospects that constitute forward-looking statements.  Actual results may differ materially from historical results or those indicated by these forward-looking statements as a result of a variety of factors including, but not limited to, risks and uncertainties associated with its ability to raise additional funding, its ability to maintain and grow its business, variability of operating results, its ability to maintain and enhance its brand, its development and introduction of new products and services, the successful integration of acquired companies, technologies and assets into its portfolio of software and services, marketing and other business development initiatives, competition in the industry, general government regulation, economic conditions, dependence on key personnel, the ability to attract, hire and retain personnel who possess the technical skills and experience necessary to meet the requirements of its clients, and its ability to protect its intellectual property.  Code Rebel encourages you to review other factors that may affect its future results in Code Rebel's registration statement and in its other filings with the Securities and Exchange Commission.

Code Rebel Investor Relations Contact:

Howard Gostfrand, President American Capital Ventures Phone: 305.918.7000 Email: info@amcapventures.com www.amcapventures.com

SOURCE Code Rebel Corp.



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