Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial
Obligation or an Obligation under an Off-Balance Sheet Arrangement
On October 13, 2022, Rubius Therapeutics, Inc. (the "Company") entered into a
payoff letter with SLR Investment Corp. (f/k/a Solar Capital Ltd.) ("SLR"), the
Company's senior lender, under which the Company voluntarily prepaid SLR
approximately $75.7 million (the "Prepayment Amount"), in full satisfaction of
all obligations, including all outstanding principal, accrued interest, fees,
costs, expenses and other amounts chargeable, under the Loan and Security
Agreement, dated December 21, 2018, by and between the Company and SLR (as
amended, the "Loan Agreement") and related security documents. The payoff letter
also provides for the termination of all commitments and obligations under the
Loan Agreement and related documents and release of all liens held by SLR on the
Company's assets.
As described by the Company in its press release and filings on September 13,
2022, it has undertaken a strategic reorganization plan to align resources and
advance its next generation red blood cell-based cell conjugation platform. The
Company intends to focus on advancing a next generation red blood cell platform
that utilizes cell conjugation to potentially improve upon the existing benefits
of the RED PLATFORM, with the potential for greater efficacy and enhanced
versatility, while maintaining a favorable tolerability profile.
The Company is working on securing additional sources of capital to support its
strategic reorganization plan disclosed on September 13.
Forward-Looking Statements
This report contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995, as amended. The words "may,"
"will," "could," "would," "should," "expect," "believe," "anticipate," "intend,"
"continue," "plan" and similar expressions are intended to identify
forward-looking statements, although not all forward-looking statements contain
these identifying words. Any forward-looking statements in this report are based
on management's current expectations and beliefs and are subject to a number of
risks, uncertainties and important factors that may cause actual events or
results to differ materially from those expressed or implied by any
forward-looking statements contained in this report, including, without
limitation, risks related to the substantial doubt about the Company's ability
to continue as a going concern given that it currently does not have adequate
financial resources to fund its forecasted operating costs for at least 12
months; risks related to the Company's ability to pursue and secure additional
capital to fund its operations, including in light of volatility and disruptions
in the capital markets; risks related to the Company's ability to maintain its
listing on the Nasdaq Stock Market, particularly in light of its recently
disclosed deficiencies; those risks and uncertainties related to the development
of the Company's Red Cell Therapeutic product candidates and their therapeutic
potential; risks related to the Company's ability to execute on its plans and
expectations and its analyses of clinical and preclinical data; and other risks
identified in the Company's filings with the U.S. Securities and Exchange
Commission (the "SEC"), including its Quarterly Report on Form 10-Q for the
quarter ended June 30, 2022 and subsequent filings with the SEC. The Company
cautions investors not to place undue reliance on any forward-looking
statements, which speak only as of the date they are made. The Company disclaims
any obligation to publicly update or revise any such statements to reflect any
change in expectations or in events, conditions or circumstances on which any
such statements may be based, or that may affect the likelihood that actual
results will differ from those set forth in the forward-looking statements. Any
forward-looking statements contained in this report represent the Company's
views only as of the date hereof and should not be relied upon as representing
its views as of any subsequent date.
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