Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standard; Transfer of Listing.
On February 6, 2023, Rubius Therapeutics, Inc. (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.
The Company plans to timely request a hearing before the Panel, which request
will stay any further delisting action by the Staff at least pending the
ultimate outcome of the hearing and the expiration of any extension that may be
granted by the Panel. The Company's common stock will remain listed and eligible
for trading on Nasdaq at least pending the ultimate conclusion of the hearing
process.
As previously disclosed, on July 27, 2022, the Company received written notice
from the Staff indicating that, based upon the closing bid price for the
Company's common stock for the previous 30 consecutive business days, the
Company no longer satisfied the minimum bid price requirement for continued
listing on The Nasdaq Global Select Market and, in accordance with the Nasdaq
Listing Rules, was afforded a 180-calendar day grace period, through January 23,
2023 to regain compliance with the rule. The Company did not regain compliance
with minimum bid price requirement by January 23, 2023 and, given the Staff's
separate determination that the Company is a public shell, the Staff did not
grant the Company a second grace period to do so.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Extension of CEO Services
As previously disclosed by the Company's Current Report on Form 8-K filed with
the Commission on November 2, 2022 (the "November 8-K"), Dannielle Appelhans'
employment as the Company's chief executive officer and president of the Company
was expected to terminate no later than January 31, 2023. In light of the
Company's continued review of strategic alternatives, Ms. Appelhans has agreed
to continue to serve as the Company's chief executive officer and president
until no later than March 3, 2023, and Ms. Appelhans may thereafter provide
consulting services, depending on the progress or outcome of such strategic
review process at such time.
Officer Departure
On January 31, 2023, Laurence Turka, M.D., stepped down from his position as
Chief Scientific Officer and Head of Research and Translational Medicine of the
Company on the terms previously disclosed in the November 8-K. Dr. Turka is
continuing to provide consulting services as the Company undertakes its review
of strategic alternatives.
Director Resignations
On January 31, 2023, Francis Cuss, M.B., B. Chir., FRCP, Michael Rosenblatt,
M.D. and Susanne Schaffert, Ph.D., each notified the Company of their respective
resignations as members of the Company's board of directors, effective
immediately. None of the resignations of Drs. Cuss, Rosenblatt and Schaffert
resulted from any disagreement with the Company on any matter relating to the
Company's operations, policies or practices.
Forward Looking Statements
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 laws.
Any statements contained herein which do not describe historical facts,
including statements regarding the Company's management and review of strategic
alternatives 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
include, among others, the possibility that no strategic alternatives or trading
market will be available to the Company and that the Company's stockholders will
not realize any value in the Company's shares, as well as those risks identified
in the Company's filings with the Commission, including under the heading "Risk
Factors" in the Company's Annual Report on Form 10-K for the year-ended
December 31, 2021, and subsequent filings, with the Commission, including the
Company's Quarterly Report on Form 10-Q for the quarters ended June 30, 2022 and
September 30, 2022, available on the Commission's website at www.sec.gov. Any
such risks and uncertainties could materially and adversely affect the Company's
results of operations and cash flows and the amount of time the Company can meet
its operational and capital needs. The Company cautions investors not to place
undue reliance on any forward-looking statements, which speak only as of the
date they are made. 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.
The 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.
© Edgar Online, source Glimpses