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): February 2027, 2023

RUBIUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-38586		46-2688109
(State or other jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification Number)

c/o Verdolino & Lowey, P.C.

124 Washington Street, Suite 101

Foxborough, MA

02035

(Address of registrant’s principal executive office)

(Zip code)

(508) 543-1720 (Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class	Trading symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	RUBY	The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 83.01 ~~Other~~Notice ~~Events~~of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

OnAs ~~February~~previously ~~20,~~disclosed ~~2023,~~by ~~the board of directors of~~ Rubius Therapeutics, Inc. (the “Company”) ~~approved~~in ~~the~~its ~~plan~~Current ofReport ~~liquidation~~on ~~and~~Form ~~dissolution~~8-K offiled with the ~~Company~~U.S. Securities and Exchange Commission (the “~~Plan of Dissolution~~Commission”) on February 6, ~~subject~~ to2023, the ~~approval~~Company was notified by the Listing Qualifications Department (the “Staff”) of The Nasdaq Stock Market LLC (“Nasdaq”) that, based upon the Company’s ~~stockholders~~non-compliance with the $1.00 ~~The~~bid ~~Company~~price ~~intends~~requirement toset ~~call~~forth ain ~~special~~Nasdaq ~~meeting~~Listing Rule 5450(a)(1) as of ~~stockholders~~January (23, 2023, and the ~~“Special~~Staff’s determination that ~~Meeting~~the Company is a “public shell”) toas ~~seek~~that ~~approval~~term ofis defined in Nasdaq Listing Rule 5101, the ~~Plan~~Company ofwould ~~Dissolution~~be ~~and~~delisted ~~will~~at ~~file~~the opening ~~proxy~~of ~~materials~~business ~~relating~~on toFebruary 15, 2023 unless the ~~Special~~Company ~~Meeting~~timely ~~with~~requests a hearing before a Nasdaq Hearings Panel (the ~~Securities~~“Panel”) to address the deficiencies and ~~Exchange~~present ~~Commission~~a asplan ~~soon~~to asregain ~~practicable~~compliance. On February 13, 2023, the Company timely requested a hearing before the Panel.

AOn ~~copy~~March of3, 2023, the Company ~~Plan~~informed the Staff of ~~Dissolution~~its isdecision ~~filed~~to aswithdraw ~~Exhibit~~its 2request for a hearing before the Panel (the “Withdrawal”).1 Due to ~~this~~the ~~Current~~Withdrawal, ~~Report~~the Staff notified the Company on March 3, 2023 that trading in the Company's stock will be suspended upon the opening of business on March 7, 2023. Thereafter, Nasdaq will file a Form ~~8-K~~25 ~~and~~with isthe ~~incorporated~~SEC ~~herein~~to byformally ~~reference~~delist the Company's stock. Nasdaq has not specified the exact date on which the Form 25 will be filed.

~~Cautionary~~Item ~~Information~~5.02 ~~Regarding~~Departure ~~Trading~~of inDirectors ~~the~~or ~~Company’s Securities~~Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~Resignation Company cautions that trading in the Company’s securities is highly speculative and poses substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual value realized, if any, by holders of ~~the Company’s securities. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.~~Directors

~~Additional~~On ~~Information~~February 27, 2023 and ~~Where~~February 28, 2023, Sir Jonathan R. Symonds and Catherine A. Sohn, respectively, each notified the Company of their respective resignations as members of the Company’s board of directors (the “Board”), effective immediately. Neither of the resignations of Dr. Sohn and Sir Symonds resulted from any disagreement with the Company on any matter relating to ~~Find~~the ItCompany’s operations, policies or practices.

~~Rubius~~Termination will file with the Securities and Exchange Commission (“SEC”) a proxy statement in connection with the planned dissolution. The definitive proxy statement will be sent to the Company's stockholders and will contain important information about the planned dissolution. INVESTORS AND STOCKHOLDERS ARE URGED TO READ CAREFULLY AND IN THEIR ENTIRETY THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS FILED WITH THE SEC WHEN THEY BECOME AVAILABLE. Investors and stockholders may obtain a free copy of ~~the proxy statement (when it is available) and other documents filed with the SEC at the SEC's website at www.sec.gov.~~Officer

~~Certain~~As ~~Information~~previously ~~Concerning~~disclosed ~~Participants~~by the Company’s Current Report on Form 8-K filed with the Commission on February 6, 2023 (the “February 8-K”), Dannielle Appelhans’ employment as the Company’s Chief Executive Officer and President was expected to terminate no later than January 31, 2023, but in light of the Company’s continued review of strategic alternatives, Ms. Appelhans agreed to continue to serve as the Company’s Chief Executive Officer and President until no later than March 3, 2023 (the “Extension of Services Arrangement”). Pursuant to the Extension of Services Arrangement, Ms. Appelhans' position as Chief Executive Officer and President of the Company terminated on March 3, 2023. Ms. Appelhans' termination was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices.

~~Rubius~~Election ~~and its directors and executive officers may be deemed to be participants in the solicitation~~ of ~~proxies~~Director from stockholders of the Company in connection with the planned dissolution. Information about the persons who may be considered to be participants in the solicitation of the Company's stockholders in connection with its planned dissolution, and any interest they have in the planned dissolution, will be set forth in the definitive proxy statement when it is filed with the SEC. Further information about Rubius' directors and executive officers is set forth in its proxy statement for its 2022 Annual Meeting of Stockholders and its most recent annual report on Form 10-K, respectively filed with the SEC on March 30, 2022 and February 25, 2022. These documents may be obtained for free at the SEC's website at www.sec.gov.Officer

~~Forward~~On ~~Looking~~March ~~Statements~~2, 2023, the Board appointed Craig Jalbert, age 61, as the Company's President, Treasurer, Corporate Secretary, and a Class I director, to fill the vacancy created by Ms. Appelhans' termination, effective March 4, 2023. Mr. Jalbert will also serve as the Company’s principal executive officer, and as its interim principal financial officer and principal accounting officer. The term of the Company’s Class I directors, including Mr. Jalbert, expires on the date of the Company’s annual meeting of stockholders to be held in 2025 or upon the election and qualification of successor directors. Mr. Jalbert has not been appointed to any committee of the Board and as of the date hereof is not expected to be appointed to any committee of the Board.

Certain statements in this report constitute “forward-looking statements” of the Company within the meaning of applicable laws and regulations and constitute “forward-looking information” within the meaning of applicable securities lawsMr. ~~Any~~ ~~statements~~Jalbert ~~contained~~has ~~herein~~served ~~which~~as doa ~~not~~principal ~~describe historical facts, including statements regarding the Company’s Plan~~ of ~~Liquidation and~~ the related Special Meeting are forward-looking statements which involve risks and uncertainties that could cause actual results to differ materially from those discussed in such forward-looking statements. Such risks and uncertainties includeFoxborough, ~~among others, the possibility that the Company’s stockholders will not realize~~Massachusetts ~~any~~accounting ~~value~~firm ~~in the Company’s shares or that the Plan~~ of ~~Liquidation~~Verdolino ~~will~~& ~~not be able to be completed in a timely manner~~Lowey, orP.C. atsince ~~all, as~~1987. ~~well~~For asover ~~those~~30 ~~risks~~years ~~identified~~he inhas ~~the~~focused ~~Company’s~~his ~~filings~~practice ~~with the Commission, including under the heading “Risk Factors”~~ in ~~the~~distressed ~~Company’s~~businesses ~~Annual Report on Form 10-K for the year-ended December 31, 2021,~~ and ~~subsequent filings, with the Commission,~~ ~~including~~has ~~the Company’s Quarterly Report on Form 10-Q for the quarters ended June 30~~served, ~~2022~~ and ~~September 30,~~continues ~~2022~~to serve, ~~available~~ onin the ~~Commission’s~~capacities ~~website at www.sec.gov. Any such risks and uncertainties could materially and adversely affect the Company’s results~~ of ~~operations~~officer and ~~cash~~director ~~flows~~for ~~and~~numerous ~~the~~firms ~~amount~~in oftheir ~~time the Company can meet its operational and capital needs. The Company cautions investors not to place undue reliance on any forward~~wind-~~looking~~down ~~statements, which speak only as of the date they are made~~phases. Except as required by law, the Company undertakes no obligation to update or revise the information contained in this press release, whether as a result of new information, future events or circumstances or otherwise.

~~Item~~As 9previously disclosed in the Company's Current Report on Form 8-K filed with the Commission on February 22, 2023, the Board approved a plan of liquidation and dissolution of the Company (the “Plan of Dissolution”), subject to the approval of the Company's stockholders.01 In connection with his appointment, Mr. Jalbert ~~Financial~~will ~~Statements~~be compensated in the amount of $10,000 per month. If the stockholders approve the dissolution and ~~Exhibits~~the Board determines to implement the dissolution, following the filing of the certificate of dissolution with the Secretary of State of the State of Delaware, Mr. Jalbert will be compensated in the amount of $50,000 per year for a period of three years. There is no arrangement or understanding pursuant to which Mr. Jalbert was appointed to the Board. There are no family relationships between Mr. Jalbert and any director or executive officer of the Company, and Mr. Jalbert has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

~~(d) Exhibits.~~ SIGNATURES

Exhibit No.		Description
2.1		Plan of Dissolution of Rubius Therapeutics, Inc.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SIGNATURES

Date: March 3, 2023	RUBIUS THERAPEUTICS, INC.

	By:	/s/ Dannielle Appelhans
		Dannielle Appelhans
		Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 22, 2023	RUBIUS THERAPEUTICS, INC.
	By:	/s/ Dannielle Appelhans
		Dannielle Appelhans
		Chief Executive Officer

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