Maui software firm Code Rebel Corp. has signed a pact to merge with a Denver technology company that would take over leadership and majority ownership of the Kahului-based firm as part of deal in which only stock and no cash is changing hands.
Code Rebel announced last week that it signed a merger agreement with Aegis Identity Software Inc., a company founded in 2011 that produces software to manage user identities and digital access for technology in the education field.
Under terms of the merger, Aegis will receive 60 percent of Code Rebel stock and become a wholly owned subsidiary of Code Rebel. At the same time, Code Rebel’s current three top executive positions — CEO, president and chief financial officer — will be filled by Aegis executives.
The arrangement essentially involves Aegis acquiring control of Code Rebel, which had relatively little revenue but valuable publicly owned stock.
Code Rebel was founded in 2007 and produces software connecting PC and Mac computer systems. The company made a big splash last year when it sold stock in an initial public offering in which 1 million shares were sold for $5 apiece in May.
A month later, the shares soared to $38.80. Then in August, Code Rebel bought a Houston-based management and technology consulting firm called ThinOps Resources LLC for $9.25 million by issuing more stock.
Code Rebel shares closed at $2.12 on the day of the merger announcement and on Wednesday had risen to $2.63. The company’s stock price had been as low as $1.53 on Feb. 24.
Arben Kryeziu, founder and CEO of Code Rebel, said in a statement that the industry Aegis focuses on has good expansion opportunities.
“Although Aegis Identity is currently focusing on higher education, the larger global identity and access management market is of interest to us as well and will be explored as the market continues to evolve,” he said.
No revenue or net income for Aegis was disclosed in the merger agreement. Code Rebel most recently reported a $516,198 net loss on revenue of $249,912 from July to September.
Leading Code Rebel after the merger will be Aegis CEO Bob Lamvik, who will become Code Rebel’s CEO and president.
Kryeziu would become vice president of product strategy and marketing after the merger. Current Code Rebel president is Tom Moreno, who was previously president of ThinOps.
Other planned personnel changes after the merger include the chief financial officer of Aegis, Hadley Evans, assuming the role at Code Rebel in place of Reid Dabney. And J. Ralph Armijo, executive chairman of Aegis, would assume that role at Code Rebel in place of Kryeziu.
Volodymyr Bykov, chief technology officer at Code Rebel, would continue in that position.