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Item 1.01.
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Entry into a Material Definitive Agreement.
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On March 16, 2021,
Rubius Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”)
with J.P. Morgan Securities LLC, Jefferies LLC and Guggenheim Securities, LLC (collectively, the “Underwriters”), pursuant
to which the Company agreed to issue and sell up to 7,931,034 shares of common stock (the “Shares”), which includes
1,034,482 shares (the “Optional Shares”) that may be sold pursuant to a 30-day option to purchase additional shares
granted to the Underwriters (the “Offering”). The Shares were offered and sold in the Offering at the public offering price of $29.00
per share and were purchased by the Underwriters from the Company at a price of $27.26 per share.
The Offering was
made pursuant to the Company’s effective registration statement on Form S-3 (Registration No. 333-232955), which was previously
filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”).
The Company estimates
that the net proceeds from the Offering, after deducting the underwriting discounts and commissions and estimated offering expenses payable by the
Company, will be approximately $187.2 million. The Company intends to use the net proceeds from the offering, together with
its existing cash, cash equivalents and investments, to advance development of its ongoing and future clinical programs, to further
develop its technology platform and to continue to advance its preclinical pipeline. Any remaining proceeds will be used for other
ongoing research and development activities and general corporate purposes, such as working capital, operating expenses and capital
expenditures, including those related to its in-house manufacturing facility.
The Offering is
expected to close on March 19, 2021, subject to customary closing conditions. In the Underwriting Agreement, the Company
made customary representations, warranties and covenants and also agreed to indemnify the Underwriters against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments that the Underwriters may be required to make because
of such liabilities.
Pursuant to the
Underwriting Agreement, the Company’s executive officers and directors and certain shareholders entered into agreements
in substantially the forms included as exhibits to the Underwriting Agreement filed hereto, providing for a 90-day “lock-up”
period with respect to sales of the Company’s common stock, subject to certain exceptions.
The foregoing is
a summary description of the Underwriting Agreement and is qualified in its entirety by the text of the Underwriting Agreement
attached as Exhibit 1.1 to this Current Report on Form 8-K and incorporated herein by reference.
A copy of the opinion
of Goodwin Procter LLP relating to the validity of the Shares issued in the Offering is filed herewith as Exhibit 5.1.
Cautionary Note Regarding Forward-Looking
Statements
Statements
in this Current Report on Form 8-K contain forward-looking statements within the meaning of the Private Securities Litigation Reform
Act of 1995, as amended, including, without limitation, timing of the closing of the Offering and the Company’s intended
use of proceeds therefrom. 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 and uncertainties related to market conditions and the satisfaction of customary
closing conditions related to the Offering, as well as risks and uncertainties detailed in the Company’s periodic filings
with the Securities and Exchange Commission (the “SEC”), including, but not limited to, the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 and the Company’s subsequent filings
with the SEC. The Company cautions you 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. The Company explicitly disclaims any obligation to update any forward-looking
statements.