Item 8.01 Other Events.

On February 20, 2023, the board of directors of Rubius Therapeutics, Inc. (the "Company") approved the plan of liquidation and dissolution of the Company (the "Plan of Dissolution"), subject to the approval of the Company's stockholders. The Company intends to call a special meeting of stockholders (the "Special Meeting") to seek approval of the Plan of Dissolution and will file proxy materials relating to the Special Meeting with the Securities and Exchange Commission as soon as practicable.

A copy of the Plan of Dissolution is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Cautionary Information Regarding Trading in the Company's Securities

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.

Additional Information and Where to Find It

Rubius 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.

Certain Information Concerning Participants

Rubius and its directors and executive officers may be deemed to be participants in the solicitation of proxies 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.





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 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 include, among others, the possibility that the Company's stockholders will not realize any value in the Company's shares or that the Plan of Liquidation will not be able to be completed in a timely manner, or at all, 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.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
  No.      Description

  2.1        Plan of Dissolution of Rubius Therapeutics, Inc.

104        Cover Page Interactive Data File (embedded within the Inline XBRL document)

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