Item 1.02. Termination of a Material Definitive Agreement.

On May 24, 2022, Rubius Therapeutics, Inc. (the "Company") issued a press release announcing that Noubar Afeyan, Ph.D., has been appointed as chairman of its board of directors, succeeding David Epstein in such role. Mr. Epstein will remain a member of the board of directors of the Company. In connection with this leadership transition, on May 20, 2022, the Company terminated the Second Amended and Restated Chairman Agreement, dated June 21, 2018, by and between the Company and Mr. Epstein.

Item 7.01. Regulation FD Disclosure.

A copy of the press release referenced above is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information under this Item 7.01, including Exhibit 99.1 hereto, is being furnished herewith and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
No.                                      Description

  99.1       Press Release issued by Rubius Therapeutics, Inc. on May 24, 2022,
           furnished herewith.
104        Cover Page Interactive Data File (embedded within the Inline XBRL
           document).

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