Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
As previously disclosed by Rubius Therapeutics, Inc. (the "Company") in its
Current Report on Form 8-K filed with the U.S. Securities and Exchange
Commission (the "Commission") on February 6, 2023, the Company was notified by
the Listing Qualifications Department (the "Staff") of The Nasdaq Stock Market
LLC ("Nasdaq") that, based upon the Company's non-compliance with the $1.00 bid
price requirement set forth in Nasdaq Listing Rule 5450(a)(1) as of January 23,
2023, and the Staff's determination that the Company is a "public shell" as that
term is defined in Nasdaq Listing Rule 5101, the Company would be delisted at
the opening of business on February 15, 2023 unless the Company timely requests
a hearing before a Nasdaq Hearings Panel (the "Panel") to address the
deficiencies and present a plan to regain compliance. On February 13, 2023, the
Company timely requested a hearing before the Panel.
On March 3, 2023, the Company informed the Staff of its decision to withdraw its
request for a hearing before the Panel (the "Withdrawal"). Due to the
Withdrawal, 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 25 with the SEC to formally delist the
Company's stock. Nasdaq has not specified the exact date on which the Form 25
will be filed.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Directors
On February 27, 2023 and 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 the
Company's operations, policies or practices.
Termination of Officer
As previously disclosed 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.
Election of Director and Officer
On March 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.
Mr. Jalbert has served as a principal of the Foxborough, Massachusetts
accounting firm of Verdolino & Lowey, P.C. since 1987. For over 30 years he has
focused his practice in distressed businesses and has served, and continues to
serve, in the capacities of officer and director for numerous firms in their
wind-down phases.
As previously 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. In connection with his appointment, Mr.
Jalbert will be compensated in the amount of $10,000 per month. If the
stockholders approve the dissolution and 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.
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