UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 23, 2018
RUBIUS THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware |
| 001-38586 |
| 46-2688109 |
(State or other jurisdiction |
| (Commission |
| (IRS Employer |
325 Vassar Street, Suite 1A |
| 02139 |
(Address of registrant’s principal executive office) |
| (Zip code) |
(617) 679-9600
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 203.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company x
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o
Item 1.01. Entry into a Material Definitive Agreement.
On July 23, 2018, Rubius Therapeutics, Inc. (the “Company”) entered into a purchase and sale agreement related to its previously disclosed letter of intent to purchase a 135,000 square foot manufacturing facility located in Smithfield, Rhode Island for a purchase price of $8.0 million. The Company currently anticipates that this purchase will close in the third quarter of 2018. The consummation of the purchase remains subject to customary closing conditions, including (i) satisfactory completion of the Company’s due diligence review of the facility and the real property on which it is located, (ii) receipt of the warranty deed, (iii) receipt of customary affidavits and certificates to be made by the seller and (iv) the Company’s payment of the purchase price.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 of this Current Report on Form 8-K is incorporated into this Item 2.03 by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description |
|
|
|
10.1 |
| Purchase and Sale Agreement between the Registrant and Alexion Pharmaceuticals, Inc., dated July 23, 2018. |
INDEX TO EXHIBITS
Exhibit No. |
| Description |
|
|
|
10.1 |
|
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: July 24, 2018 | RUBIUS THERAPEUTICS, INC. | |
|
| |
| By: | /s/ Pablo J. Cagnoni |
|
| Pablo J. Cagnoni |
|
| Chief Executive Officer |
