CDRB / Code Rebel Corporation - Документы SEC, Годовой отчет, Доверенное заявление

Code Rebel FORM 8-K (Current Report/Significant Event)

crdrc8kmay182016.htm 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): May 18, 2016 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisdiction of Incorpora

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

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): May 13, 2016 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisdiction of Incorporation) (Commission Fil

CONSULTING AGREEMENT

EX-10.1 2 ex10-1.htm CONSULTING AGREEMENT Exhibit 10.1 CONSULTING AGREEMENT THE AGREEMENT is made and entered into as of this 25th day of April, 2016 by and between Code Rebel Corp hereinafter referred to as "Client" or “Company”, located at 77 Hookele Street #102, Kahului, Hawaii 96732 and SLD Capital Corp, a Pennsylvania Company with its principal place of business at 1220 Mirabeau Lane, Gladwyn

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

cdrb8kap292016.htm 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): April 29, 2016 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisdiction of Incorpora

Code Rebel 10-K (Annual Report)

coderebel10kdec2015.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File No.: 001-373

SUBSIDIARIES OF THE REGISTRANT

EXHIBIT 21.1 SUBSIDIARIES OF THE REGISTRANT Code Rebel LLC, a Hawaii entity wholly owned by Code Rebel Corporation. ThinOps Resources, LLC, a Texas entity wholly owned by Code Rebel Corporation. Code Rebel Acquisition Corporation, a Delaware entity wholly owned by Code Rebel Corporation

Code Rebel FORM 12B-25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check One): x Form 10-K ¨ Form 20-F o Form 11-K o Form 10-Q o Form 10-D ¨ Form N-SAR o Form N-CSR For Period Ended: December 31, 2015 ¨ Transition Report on Form 10-K ¨ Transition Report on Form 20-F ¨ Transition Report on Form 11-K ¨ Transition Report on Form 10-Q ¨ Transition Report o

March 30, 2016

ex99-1.htm Exhibit 99.1 March 30, 2016 Securities and Exchange Commission 100 F Street N.E. Washington, D.C. 20549-7561 This letter is written in response to the requirement of Rule 12b-25(c) under the Securities Exchange Act of 1934 and in satisfaction of item (c) of Part II of Form 12b-25. We are the independent auditors of Code Rebel Corporation (the "Registrant"). The Registrant has stated in

Regulation FD Disclosure

cdrc8kmar2016.htm 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): March 28, 2016 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisdiction of Incorporat

EX-99.1

ex99-1.htm Exhibit 99.1

FORM OF VOTING AGREEMENT

ex10-1.htm Exhibit 10.1 FORM OF VOTING AGREEMENT This VOTING AGREEMENT (this “Agreement”) is made and entered into as of March 11, 2016 by and between Code Rebel Corporation, a Delaware corporation (the “Company”), and each of the undersigned stockholders of the Company, set forth on Schedule A hereto (each a “Stockholder” and, collectively the “Stockholders”), each acting severally and not jointl

JOINT OPERATING AGREEMENT

ex10-2.htm Exhibit 10.2 JOINT OPERATING AGREEMENT This Joint Operating Agreement (the ?Agreement?) is entered into as of March 11, 2016 (?Effective Date?) by and between Code Rebel Corporation, a Delaware corporation (?Code Rebel?), and Aegis Identity Software, Inc., a Delaware corporation (?Aegis?, and together with Code Rebel, each a ?Party?, and, collectively, the ?Parties?). Capitalized terms

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events, Shareholder Director Nominations

8-K 1 cdrb8kmar112016.htm FORM 8-K 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): March 11, 2016 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisdict

AGREEMENT AND PLAN OF MERGER by and between Code Rebel Corporation, CR Acquisition Corporation Aegis Identity Software, Inc. Dated as of March 11, 2016 AGREEMENT AND PLAN OF MERGER TABLE OF CONTENTS

ex2-1.htm Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and between Code Rebel Corporation, CR Acquisition Corporation and Aegis Identity Software, Inc. Dated as of March 11, 2016 AGREEMENT AND PLAN OF MERGER TABLE OF CONTENTS ARTICLE I THE MERGER AND EFFECT ON CAPITAL STOCK 1.1 The Merger 2 1.2 Effective Time; Closing 2 1.3 Effect of the Merger 2 1.4 Certificate of Incorporation; Bylaws 2 1.5 Direc

Code Rebel and Aegis Identity Announce Definitive Merger and Joint Operations Merger Focuses on Cross-Marketing Opportunities and Maintaining Leadership Position in Identity Management Market

ex99-1.htm Exhibit 99.1 Code Rebel and Aegis Identity Announce Definitive Merger and Joint Operations Merger Focuses on Cross-Marketing Opportunities and Maintaining Leadership Position in Identity Management Market NEW YORK, NY?(March 14, 2016) - Code Rebel Corp. (NASDAQ: CDRB), an enterprise software development firm that licenses its proprietary software solution to enable simplified secure acc

CDRB / Code Rebel Corporation / Kryeziu Arben Passive Investment

SC 13G 1 sc13g10146arb02122016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Code Rebel Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 1

CDRB / Code Rebel Corporation / Bykov Volodymyr Passive Investment

SC 13G 1 sc13g10146byk02122016.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 Code Rebel Corporation (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 1

Code Rebel Pursues Merger with Aegis Identity Software and Entry into Identity Security and Access Management Market

ex99-1.htm Exhibit 99.1 Code Rebel Pursues Merger with Aegis Identity Software and Entry into Identity Security and Access Management Market NEW YORK, NY?(January 14, 2015) - 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 c

AEGIS IDENTITY SOFTWARE, INC. 9% PROMISSORY NOTE $500,000.00 January 14, 2016

ex10-1.htm Exhibit 10.1 THE SECURITY REPRESENTED HEREBY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND NEITHER SUCH SECURITY NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUC

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

cdrb8k01142016.htm 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): January 14, 2016 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisdiction of Incorpo

CODE REBEL CORPORATION 2014 EQUITY INCENTIVE AWARD PLAN STOCK OPTION AGREEMENT

EX-10.1 2 ex10-1.htm STOCK OPTION AGREEMENT, DATED JANUARY 12, 2016 BETWEEN CODE REBEL CORPORATION AND REID DABNEY. Exhibit 10.1 CODE REBEL CORPORATION 2014 EQUITY INCENTIVE AWARD PLAN STOCK OPTION AGREEMENT AGREEMENT (this “Agreement”), dated as of January 12, 2016, between CODE REBEL CORPORATION, a Delaware corporation (the “Company”), and Reid Dabney, an individual with a residence at the addre

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 cdrb8k01122016.htm FORM 8-K 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): January 12, 2016 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisdic

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Code Rebel Corporation (the “Company”) on Form 10-Q for the period ended September 30, 2015 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 31.02 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Reid Dabney, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Code Rebel Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a m

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 31.01 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Arben Kryeziu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Code Rebel Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

10-Q 1 cdrb10qsep302015.htm FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission F

THINOPS RESOURCES, LLC FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 INDEX TO FINANCIAL STATEMENTS

ex99-1.htm Exhibit 99.1 THINOPS RESOURCES, LLC FINANCIAL STATEMENTS DECEMBER 31, 2014 AND 2013 INDEX TO FINANCIAL STATEMENTS Report of Independent Registered Public Accounting Firm 1 Balance Sheets 2 Statements of Operations 3 Statements of Changes in Member?s Equity (Deficit) 4 Statements of Cash Flows 5 Notes to Financial Statements 6 Lichter, Yu and Associates, Inc. Certified Public Accountants

THINOPS RESOURCES, LLC CONDENSED FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014

EX-99.2 3 ex99-2.htm CONDENSED FINANCIAL STATEMENTS OF THINOPS RESOURCES, LLC AS OF JUNE 30, 2015 (UNAUDITED) AND FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2015 AND 2014 (UNAUDITED) Exhibit 99.2 THINOPS RESOURCES, LLC CONDENSED FINANCIAL STATEMENTS JUNE 30, 2015 AND 2014 (UNAUDITED) INDEX TO FINANCIAL STATEMENTS Condensed Balance Sheets 1 Condensed Statements of Operations 2 Condensed Sta

Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K/A 1 cdrb8kajuly272015.htm FORM 8-K AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Amendment No. 1 CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): July 27, 2015 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

ex99-3.htm Exhibit 99.3 UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS On July 31, 2015, Code Rebel Corporation (the ‘‘Company,’’ ‘‘we,’’ ‘‘our’’ or ‘‘us’’) completed the acquisition of ThinOps Resources, LLC. (‘‘ThinOps’’). The accompanying unaudited pro forma condensed consolidated combined balance sheet as of June 30, 2015 presents our historical financial position combined with ThinOps as i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 cdrb8ksep920156.htm FORM 8-K 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): September 9, 2015 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisd

Code Rebel Taps IT Expert and ThinOps' President Tom Moreno as Its New President

EX-99.1 2 ex99-1.htm PRESS RELEASE, DATED SEPTEMBER 9, 2015. Exhibit 99.1 Code Rebel Taps IT Expert and ThinOps' President Tom Moreno as Its New President NEW YORK, NY-(Marketwired - Sep 9, 2015) - 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 environm

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37377 CODE REBEL CORPORATION

MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of July 27, 2015 by and among CODE REBEL CORPORATION, a Delaware corporation, THINOPS RESOURCES LLC, a Texas limited liability company,

EX-2.1 2 ex2-1.htm MEMBERS INTEREST PURCHASE AGREEMENT, DATED AS OF JULY 27, 2015, BY AND AMONG CODE REBEL CORPORATION, THINOPS RESOURCES LLC, AND THOMAS M. MORENO, THE SOLE MEMBER OF THINOPS RESOURCES LLC. (SCHEDULES, EXHIBITS AND SIMILAR ATTACHMENTS TO THE PURCHASE AGREEM Exhibit 2.1 MEMBERSHIP INTEREST PURCHASE AGREEMENT dated as of July 27, 2015 by and among CODE REBEL CORPORATION, a Delaware

CODE REBEL CORPORATION 77 Ho’okele Street, Suite 102 Kahului, Hawaii 96732 July 27, 2015

ex10-1.htm Exhibit 10.1 CODE REBEL CORPORATION 77 Ho?okele Street, Suite 102 Kahului, Hawaii 96732 July 27, 2015 Mr. Thomas M. Moreno c/o ThinOps Resources LLC P.O. Box 9545 The Woodlands, Texas 77387 Dear Tom: This employment letter will confirm the terms of your employment by Code Rebel Corporation (the ?Company?). This employment letter is being entered into by us contemporaneously with the exe

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

8-K 1 cdrb8kjuly272015.htm 8-K 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): July 27, 2015 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisdiction o

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 31.01 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Arben Kryeziu, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Code Rebel Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 32.01 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Code Rebel Corporation (the “Company”) on Form 10-Q for the period ended March 31, 2014 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), each of the undersigned certify, pursuant to 18

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

EXHIBIT 31.02 CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 I, Reid Dabney, certify that: 1. I have reviewed this quarterly report on Form 10-Q of Code Rebel Corporation; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a m

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-37377 CODE REBEL CORPORATIO

Other Events

cdrb8kjune172015.htm 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): June 16, 2015 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisdiction of Incorpor

Code Rebel POS AM

cdrbposamjun162015.htm As filed with the Securities and Exchange Commission on June 17, 2015 Registration No. 333-203089 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Post-Effective Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CODE REBEL CORPORATION (Exact name of registrant as specified in its charter) Delaware 7372 46-4825060 (Stat

Other Events

form8k1014600205262015.htm 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): May 26, 2015 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or other jurisdiction of inc

Code Rebel Corporation UNDERWRITING AGREEMENT dated May 11, 2015 Burnham Securities Inc.

ex1-1.htm Exhibit 1.1 Code Rebel Corporation UNDERWRITING AGREEMENT dated May 11, 2015 Burnham Securities Inc. -1- Underwriting Agreement May 11, 2015 Burnham Securities Inc. 18500 Von Karman Avenue, Suite 560 Irvine, CA 92612 Ladies and Gentlemen: Code Rebel Corporation, a Delaware corporation (the ?Company?), proposes to issue and sell an aggregate of up to 2,000,000 shares of the Company?s comm

Code Rebel FORM 8-K (Current Report/Significant Event)

cdrb8kmay112015.htm 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): May 11, 2015 Code Rebel Corporation (Exact name of registrant as specified in its charter) Delaware 001-37377 46-4825060 (State or Other Jurisdiction of Incorporat

AMENDMENT NO. 1 TO ESCROW DEPOSIT AGREEMENT

ex10-1.htm Exhibit 10.1 AMENDMENT NO. 1 TO ESCROW DEPOSIT AGREEMENT THIS AMENDMENT NO. 1 TO ESCROW DEPOSIT AGREEMENT, dated as of May 13, 2015, is by and among Code Rebel Corporation, a Delaware corporation (the ?Company?), Burnham Securities Inc., a Delaware corporation (the ?Underwriter?), and Signature Bank, a New York State chartered bank (the ?Escrow Agent?). R E C I T A L S The Company, the

2,000,000 Shares Common Stock

coderebel424b4may122015.htm Filed Pursuant to Rule 424(b)(4) Registration Statement No. 333-203089 PROSPECTUS 2,000,000 Shares Common Stock This is an initial public offering of 2,000,000 shares of common stock of Code Rebel Corporation. Prior to this offering, there has been no public market for our common stock. The initial public offering price is $5.00 per share. Our common stock has been appr

Code Rebel ESP

coderebelcorrmay112015.htm Burnham Securities Inc. May 11, 2015 United States Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-3628 Attention: Mitchell Austin, Esq., Staff Attorney Division of Corporation Finance Re: Code Rebel Corporation, Registration Statement No. 333-203089 In connection with the above-referenced Registration Statement, and pursuant to Rule 461 unde

Code Rebel ESP

coderebelcorresp.htm CODE REBEL CORPORATION 77 Ho’okele Street, Suite 102 Kahului, Hawaii 96732 May 8, 2015 U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mitchell Austin, Esq., Staff Attorney Division of Corporation Finance Re: Code Rebel Corporation Registration Statement on Form S-1 (No. 333-203089) Ladies and Gentlemen: Code Rebel Corporation hereb

Code Rebel R

cover.htm May 8, 2015 VIA EMAIL AND EDGAR U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Attention: Mitchell Austin, Esq., Staff Attorney Division of Corporation Finance Re: Code Rebel Corporation Registration Statement on Form S-1 (No. 333-203089) Ladies and Gentlemen: On behalf of Code Rebel Corporation (the ?Company?), we enclose the Company?s request for acce

Code Rebel FORM 8-A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 CODE REBEL CORPORATION (Exact name of registrant as specified in its charter) Delaware 46-4825060 (State of incorporation or organization) (I.R.S. Employe rIdentification No.) 77 Ho?okele Street, S

Code Rebel FORM S-1/A

S-1/A 1 cdrbs1a2may52015.htm FORM S-1/A As filed with the Securities and Exchange Commission on May 5 , 2015 Registration No. 333-203089 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CODE REBEL CORPORATION (Exact name of registrant as specified in its charter) Delaware 7372 46-4825060 (Sta

ESCROW DEPOSIT AGREEMENT

EX-10.7 2 ex10-7.htm ESCROW AGREEMENT FOR OFFERING. Exhibit 10.7 ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT (this “Agreement”), dated as of this 4th day of May 2015 , by and among CODE REBEL CORPORATION, a Delaware corporation (the “Company”), having an address at 77 Ho’okele Street, Suite 102, Kahului, Hawaii 96732, BURNHAM SECURITIES INC. (the “Underwriter”), a Delaware corporation,

Code Rebel ESP

May 5, 2015 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman, Esq. Branch Chief – Legal Re: Code Rebel Corporation Amendment No. 2 to Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of Code Rebel Corporation, a Delaware corporation (the “Company

Code Rebel Corporation 77 Ho’okele Street, Suite 102 Kahului, HI 96732 January __, 2015

Exhibit 10.5 Code Rebel Corporation 77 Ho’okele Street, Suite 102 Kahului, HI 96732 January , 2015 Reid Dabney Dear Reid: This letter will confirm the terms of your employment by Code Rebel Corporation (“Code Rebel” or the “Company”). The provisions set forth in Sections 2 and 4 hereof shall be effective only upon the completion of the Company’s proposed initial public offering. 1. TITLE You shall

ESCROW DEPOSIT AGREEMENT

Exhibit 10.7 ESCROW DEPOSIT AGREEMENT This ESCROW DEPOSIT AGREEMENT (this “Agreement”), dated as of this day of 2015, by and among CODE REBEL CORPORATION, a Delaware corporation (the “Company”), having an address at 77 Ho’okele Street, Suite 102, Kahului, Hawaii 96732, BURNHAM SECURITIES INC. (the “Underwriter”), a Delaware corporation, having an address at 18500 Von Karman Ave., Suite 560, Irvine

As filed with the Securities and Exchange Commission on April 30 , 2015

As filed with the Securities and Exchange Commission on April 30 , 2015 Registration No.

Code Rebel Corporation 77 Ho’okele Street, Suite 102 Kahului, HI 96732 January __, 2015

Exhibit 10.4 Code Rebel Corporation 77 Ho’okele Street, Suite 102 Kahului, HI 96732 January , 2015 Arben Kryeziu 77 Ho’okele Street Suite 101 Kahului, HI 96732 Dear Arben: This letter will confirm the terms of your employment by Code Rebel Corporation (“Code Rebel” or the “Company”). The provisions set forth in Sections 2 and 4 hereof shall be effective only upon the completion of the Company’s pr

Code Rebel ESP

EMAIL: [email protected] DIRECT DIAL: 212.451.2234 April 30, 2015 VIA EDGAR AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman, Esq. Branch Chief – Legal Re: Code Rebel Corporation Amendment No. 1 to Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of C

As filed with the Securities and Exchange Commission on March 27, 2015

As filed with the Securities and Exchange Commission on March 27, 2015 Registration No.

Code Rebel ESP

correspcoderebelmar2015.htm March 27, 2015 VIA EDGAR, FACSIMILE AND ELECTRONIC MAIL U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman, Esq. Branch Chief ? Legal Re: Code Rebel Corporation Registration Statement on Form S-1 Ladies and Gentlemen: On behalf of Code Rebel Corporation, a Delaware co

Code Rebel Corporation UNDERWRITING AGREEMENT dated ______________, 2015 Burnham Securities Inc. Underwriting Agreement

EX-1.1 2 ex1-1.htm FORM OF UNDERWRITING AGREEMENT. Exhibit 1.1 Code Rebel Corporation UNDERWRITING AGREEMENT dated , 2015 Burnham Securities Inc. Underwriting Agreement , 2015 Burnham Securities Inc. 18500 Von Karman Avenue, Suite 560 Irvine, CA 92612 Ladies and Gentlemen: Code Rebel Corporation, a Delaware corporation (the “Company”), proposes to issue and sell an aggregate of up to 2,000,000 sha

CODE REBEL CORPORATION SUBSCRIPTION AGREEMENT

Exhibit 10.10 CODE REBEL CORPORATION SUBSCRIPTION AGREEMENT The undersigned (the “Investor”) hereby confirms its agreement with Code Rebel Corporation, a Delaware corporation (the “Company”), as follows: 1. This Subscription Agreement, including the Terms and Conditions for Purchase of Securities attached hereto as Annex I (collectively, (this “Agreement”) is made as of the date set forth below be

2.1. License Grant. Effective upon Microsoft's receipt of the Prepaid Royalties, Microsoft grants Licensee a worldwide, non-exclusive, personal license under the Necessary Claim to develop, use, and Distribute Implementations in Products, provided th

Exhibit 10.8 1.4 "End User" means a third party that receives a Product for its own use and not for sublicense or further Distribution. 1.5. "Final Judgment" means collectively, the Final Judgment entered by the court on November 12, 2002 in United States v. Microsoft, Civil Action No. 98-1232 (CKK), United States District Court for the District of Columbia, and the Final Judgments entered by the

CDRB / Code Rebel Corporation COVER - -

January 20, 2015 VIA EDGAR AND FEDERAL EXPRESS U.S. Securities and Exchange Commission Division of Corporation Finance Mail Stop 3628 100 F Street, N.E. Washington, D.C. 20549 Attention: Mark P. Shuman, Esq. Branch Chief – Legal Re: Code Rebel Corporation Draft Registration Statement on Form S-1 Submitted November 24, 2014 CIK No. 0001613011 Ladies and Gentlemen: On behalf of Code Rebel Corporatio

AGREEMENT AMENDING SALES CONTRACT January 1, 2014

EX-10.9 3 filename3.htm Exhibit 10.9 AGREEMENT AMENDING SALES CONTRACT January 1, 2014 The undersigned CODE REBEL LLC, a Hawaii limited liability company, "Seller", agrees to sell BUMP NETWORKS, INC., a Hawaii corporation, "Buyer'', or its designee, that certain real property with improvements situate at 89 Ho'okele Street, Apartment 201, Kahului, Maui, Hawaii 96732, also identified as Tax Map Key

CDRB / Code Rebel Corporation DRS/A - -

SUBMITTED CONFIDENTIALLY TO THE DIVISION OF CORPORATION FINANCE ON JANUARY 20, 2015 As filed with the Securities and Exchange Commission on , 2014 Registration No.

CODE REBEL CORPORATION (the “Company”) CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS

Exhibit 14.2 CODE REBEL CORPORATION (the “Company”) CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS The Company has a Code of Business Conduct and Ethics applicable to all directors and employees of the Company. The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and principal accounting officer and Controller are bound by the provisions se

CODE REBEL CORPORATION (a Delaware Corporation) ARTICLE I OFFICES

Exhibit 3.3 BYLAWS OF CODE REBEL CORPORATION (a Delaware Corporation) ARTICLE I OFFICES Section 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be1209 Orange Street, in the city of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. Section 1.02. Location of Offices. The corpora

CODE REBEL CORPORATION NOTE PURCHASE AGREEMENT AS OF ___________ __, 2014

Exhibit 10.1 CODE REBEL CORPORATION NOTE PURCHASE AGREEMENT AS OF , 2014 Table of Contents Page 1. Definitions 1 2. Amount and Terms of the Note 3 2.1 Issuance of Note 3 2.2 Right to Convert Note 3 3. Closing Mechanics 3 3.1 Closing 3 3.2 Subsequent Closings 4 3.3 Offering Period; No Minimum Offering; Other Agreements 4 4. Representations and Warranties of the Company 4 4.1 Organization, Good Stan

CDRB / Code Rebel Corporation DRS/A - -

SUBMITTED CONFIDENTIALLY TO THE DIVISION OF CORPORATION FINANCE ON NOVEMBER 24 , 2014 As filed with the Securities and Exchange Commission on , 2014 Registration No.

CDRB / Code Rebel Corporation COVER - -

Correspondence OLSHAN FROME WOLOSKY LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Spencer G.

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Code Rebel Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Code Rebel LLC, a Hawaii entity wholly owned by Code Rebel Corporation.

CODE REBEL CORPORATION (the “Company”) CODE OF ETHICS AND BUSINESS CONDUCT

Exhibit 14.1 CODE REBEL CORPORATION (the “Company”) CODE OF ETHICS AND BUSINESS CONDUCT Introduction This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the directors, officers, and employees of the Company. All Company directors, officers, and employe

Incorporated under the Laws of the State of Delaware

Exhibit 4.1 No. Incorporated under the Laws of the State of Delaware SHARES CODE REBEL CORPORATION COMMON STOCK AUTHORIZED CAPITAL, 20,000,000 SHARES, COMMON STOCK, PAR VALUE $0.0001 PER SHARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP No. XXXXXXXXXX THIS CERTIFIES THAT IS THE OWNER OF fully-paid and non-assessable shares of the above Corporation, transferable on the books of the Corporation by sai

WEBSITE AND SOFTWARE DEVELOPMENT AGREEMENT

Exhibit 10.3 WEBSITE AND SOFTWARE DEVELOPMENT AGREEMENT THIS AGREEMENT is made as of 09/30/2007 BETWEEN: Bump Networks, Inc., a company duly incorporated under the laws of the State of Hawaii and having an office at 201 - 89 Ho’okele Street Kahului, Hawaii 96732 (hereinafter referred to as the “BUMP NETWORKS”) AND: Code Rebel LLC, and having an office at: 201 - 89 Ho’okele Street Kahului, HI 96732

COMMON STOCK PURCHASE WARRANT CODE REBEL CORPORATION

Exhibit 10.2 EXHIBIT B TO NOTE PURCHASE AGREEMENT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

CODE REBEL CORPORATION 2014 Equity Incentive Award Plan Article 1 Establishment and Purpose

Exhibit 10.6 CODE REBEL CORPORATION 2014 Equity Incentive Award Plan Article 1 Establishment and Purpose 1.1 Establishment of the Plan. Code Rebel Corporation, a Delaware corporation (the “Company”), hereby establishes an incentive compensation plan (the “Plan”), as set forth in this document. 1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the C

STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 06:29 PM 05/08/2014 FILED 06:29 PM 05/08/2014 SRV 140594198 – 5530723 FILE STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION First: The name of this Corporation is Code Rebel Corporation. Second: Its registered office in the State of Delaware is to be located at 1209 Orange Street, in the City of W

CDRB / Code Rebel Corporation DRS - -

SUBMITTED CONFIDENTIALLY TO THE DIVISION OF CORPORATION FINANCE ON NOVEMBER 18, 2014 As filed with the Securities and Exchange Commission on , 2014 Registration No.

WEBSITE AND SOFTWARE DEVELOPMENT AGREEMENT

Exhibit 10.3 WEBSITE AND SOFTWARE DEVELOPMENT AGREEMENT THIS AGREEMENT is made as of 09/30/2007 BETWEEN: Bump Networks, Inc., a company duly incorporated under the laws of the State of Hawaii and having an office at 201 - 89 Ho’okele Street Kahului, Hawaii 96732 (hereinafter referred to as the “BUMP NETWORKS”) AND: Code Rebel LLC, and having an office at: 201 - 89 Ho’okele Street Kahului, HI 96732

CODE REBEL CORPORATION 2014 Equity Incentive Award Plan Article 1 Establishment and Purpose

Exhibit 10.6 CODE REBEL CORPORATION 2014 Equity Incentive Award Plan Article 1 Establishment and Purpose 1.1 Establishment of the Plan. Code Rebel Corporation, a Delaware corporation (the “Company”), hereby establishes an incentive compensation plan (the “Plan”), as set forth in this document. 1.2 Purpose of the Plan. The purpose of the Plan is to promote the success and enhance the value of the C

SUBSIDIARIES

Exhibit 21.1 SUBSIDIARIES Code Rebel LLC, a Hawaii entity wholly owned by Code Rebel Corporation.

CODE REBEL CORPORATION (the “Company”) CODE OF ETHICS AND BUSINESS CONDUCT

Exhibit 14.1 CODE REBEL CORPORATION (the “Company”) CODE OF ETHICS AND BUSINESS CONDUCT Introduction This Code of Business Conduct and Ethics (the “Code”) covers a wide range of business practices and procedures. It does not cover every issue that may arise, but it sets out basic principles to guide the directors, officers, and employees of the Company. All Company directors, officers, and employe

STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION

Exhibit 3.1 State of Delaware Secretary of State Division of Corporations Delivered 06:29 PM 05/08/2014 FILED 06:29 PM 05/08/2014 SRV 140594198 – 5530723 FILE STATE of DELAWARE CERTIFICATE of INCORPORATION A STOCK CORPORATION First: The name of this Corporation is Code Rebel Corporation. Second: Its registered office in the State of Delaware is to be located at 1209 Orange Street, in the City of W

STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION

Exhibit 3.2 STATE OF DELAWARE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify: FIRST: That at a meeting of the Board of Directors of Code Rebel Corporation resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation

CODE REBEL CORPORATION (the “Company”) CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS

Exhibit 14.2 CODE REBEL CORPORATION (the “Company”) CODE OF ETHICS FOR THE CEO AND SENIOR FINANCIAL OFFICERS The Company has a Code of Business Conduct and Ethics applicable to all directors and employees of the Company. The Chief Executive Officer and all senior financial officers, including the Chief Financial Officer and principal accounting officer and Controller are bound by the provisions se

CODE REBEL CORPORATION (a Delaware Corporation) ARTICLE I OFFICES

EX-3.3 4 filename4.htm Exhibit 3.3 BYLAWS OF CODE REBEL CORPORATION (a Delaware Corporation) ARTICLE I OFFICES Section 1.01. Registered Office. The registered office of the corporation in the State of Delaware shall be1209 Orange Street, in the city of Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. Section 1.02. Location

Incorporated under the Laws of the State of Delaware

Exhibit 4.1 No. Incorporated under the Laws of the State of Delaware SHARES CODE REBEL CORPORATION COMMON STOCK AUTHORIZED CAPITAL, 20,000,000 SHARES, COMMON STOCK, PAR VALUE $0.0001 PER SHARE SEE REVERSE FOR CERTAIN DEFINITIONS CUSIP No. XXXXXXXXXX THIS CERTIFIES THAT IS THE OWNER OF fully-paid and non-assessable shares of the above Corporation, transferable on the books of the Corporation by sai

COMMON STOCK PURCHASE WARRANT CODE REBEL CORPORATION

Exhibit 10.2 EXHIBIT B TO NOTE PURCHASE AGREEMENT NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD E

CODE REBEL CORPORATION NOTE PURCHASE AGREEMENT AS OF ___________ __, 2014

EX-10.1 6 filename6.htm Exhibit 10.1 CODE REBEL CORPORATION NOTE PURCHASE AGREEMENT AS OF , 2014 Table of Contents Page 1. Definitions 1 2. Amount and Terms of the Note 3 2.1 Issuance of Note 3 2.2 Right to Convert Note 3 3. Closing Mechanics 3 3.1 Closing 3 3.2 Subsequent Closings 4 3.3 Offering Period; No Minimum Offering; Other Agreements 4 4. Representations and Warranties of the Company 4 4.1

CDRB / Code Rebel Corporation COVER - -

Correspondence OLSHAN FROME WOLOSKY LLP Park Avenue Tower 65 East 55th Street New York, New York 10022 Spencer G.