August 19, 2019
VIA EDGAR
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Rubius Therapeutics, Inc.
Acceleration Request for Registration Statement on Form S-3
File No. 333- 232955
Ladies and Gentlemen:
Pursuant to Rule 461 under the Securities Act of 1933, as amended (the “Act”), Rubius Therapeutics, Inc. (the “Company”) hereby requests that the effective date of the above-referenced registration statement (the “Registration Statement”) be accelerated to August 21, 2019, at 4:30 p.m., Eastern Time, or as soon thereafter as practicable, unless we or our outside counsel, Goodwin Procter LLP, request by telephone that such Registration Statement be declared effective at some other time. In making this acceleration request, the Company acknowledges that it is aware of its responsibilities under the Act.
If you have any questions regarding this request, please contact Arthur McGivern of Goodwin Procter LLP at (617) 570-1971.
| Sincerely, |
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| RUBIUS THERAPEUTICS, INC. |
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| /s/ Andrew Oh |
| Andrew Oh |
| Chief Financial Officer |
cc: Andrew Oh, Chief Financial Officer, Rubius Therapeutics, Inc.
Stuart Cable, Esq., Goodwin Procter LLP
Arthur McGivern, Esq., Goodwin Procter LLP
Sarah Ashfaq, Esq., Goodwin Procter LLP
