Frankestin
2 years ago
they will make me vote!
and I will vote no to the dissolution
I want to see where it goes all the way, not even a year ago it was valued at 2 billion!!!
But now nothing
REASONS FOR THE PROPOSED DISSOLUTION
The Board believes that the Dissolution is in Rubius’s best interests and the best interests of our stockholders. The Board considered and pursued at length potential strategic alternatives available to Rubius such as a merger, asset sale, strategic partnership or other business combination transaction, and, following the results of such review, now believe that pursuing a wind-up of the Company in accordance with the Plan of Dissolution gives our Board the most flexibility in optimizing value for our stockholders.
In making its determination to approve the Dissolution, the Board considered, in addition to other pertinent factors, the fact that Rubius currently has no significant remaining business operations or business prospects; the fact that Rubius will continue to incur substantial accounting, legal and other expenses associated with being a public company despite having no source of revenue or financing alternatives; and the fact that Rubius has conducted an evaluation to identify remaining strategic alternatives involving Rubius’s assets or Rubius as a whole, such as a merger, asset sale, strategic partnership or other business combination transaction, that would have a reasonable likelihood of providing value to our stockholders in excess of the amount the stockholders would receive in a liquidation. As a result of its evaluation, the Board concluded that the Dissolution is the preferred strategy among the alternatives now available to Rubius and is in the best interests of Rubius and its stockholders. Accordingly, the Board approved the Dissolution of Rubius pursuant to the Plan of Dissolution and recommends that our stockholders approve the Dissolution Proposal.
where I come from it's called supercazzola
Frankestin
2 years ago
Sale of Our Remaining Assets
We have a broad portfolio of patent applications, know how, trade secrets, and other intellectual property that covers our platform technologies as well as our product discoveries. We believe the breadth and depth of our intellectual property is a strategic asset that has the potential to provide a significant competitive advantage over other cell therapy companies. The Plan of Dissolution contemplates the sale of all of our remaining non-cash assets, including our intellectual property, if and at such time as the Board may approve, without further stockholder approval. The Plan of Dissolution does not specify the manner in which we may sell our assets. Such sales could take the form of sales of individual assets, sales of groups of assets organized by type of asset or otherwise, a single sale of all or substantially all of our assets, or some other form of sale. The assets may be sold to one or more purchasers in one or more transactions over a period of time. It is not anticipated that any further stockholder votes will be solicited with respect to the approval of the specific terms of any particular sales of assets approved by the Board. We do not anticipate amending or supplementing this proxy statement to reflect any such agreement or sale, unless required by applicable law, or selling any additional assets in the future. See the section entitled “Risk Factors?—?Risks Related to the Dissolution” beginning on page 7 of this proxy statement.
Will I owe any U.S. federal income taxes as a result of the Dissolution?
If the Dissolution is approved and implemented, a stockholder that is a U.S. person generally will recognize gain or loss on a share-by-share basis equal to the difference between (1) the sum of the amount of cash and the fair market value of property, if any, distributed to the stockholder with respect to each share, less any known liabilities assumed by the stockholder or to which the distributed property (if any) is subject, and (2) the stockholder’s adjusted tax basis in each share of our common stock. You are urged to read the section entitled “Proposal 1?—?Approval of the Dissolution Pursuant to the Plan of Dissolution — Certain Material U.S. Federal Income Tax Consequences of the Proposed Dissolution” beginning on page 21 of this proxy statement for a summary of certain material U.S. federal income tax consequences of the Dissolution, including the ownership of an interest in a liquidating trust, if any.
What will happen to our common stock if the Certificate of Dissolution is filed with the Secretary of State of Delaware?
If the Certificate of Dissolution is filed with the Secretary of State, our common stock (if not previously delisted and deregistered) will be delisted from the Nasdaq and deregistered under the Exchange Act. From and after the Effective Time, and subject to applicable law, each holder of shares of our common stock shall cease to have any rights in respect of that stock, except the right to receive distributions, if any, pursuant to and in accordance with the Plan of Dissolution and the DGCL. After the Effective Time, our stock transfer records shall be closed, and we will not record or recognize any transfer of our common stock occurring after the Effective Time, except, in our sole discretion, such transfers occurring by will, intestate succession or operation of law as to which we have received adequate written notice. Under the DGCL, no stockholder shall have any appraisal rights in connection with the Dissolution.
We expect to file the Certificate of Dissolution and for the Dissolution to become effective as soon as reasonably practicable after the Dissolution is approved by our stockholders; however, the decision of whether or not to proceed with the Dissolution will be made by the Board in its sole discretion. We intend to provide advance notice to our stockholders prior to the closing of our stock transfer records.
Unclaimed Distributions
If any distribution to a stockholder cannot be made, whether because the stockholder cannot be located, has not surrendered a certificate evidencing ownership of the Company’s common stock or provided other evidence of ownership as required in the Plan of Dissolution or by the Board or for any other reason, the distribution to which the stockholder is otherwise entitled will be transferred, at such time as the final liquidating distribution is made by us, or as soon as practicable after that distribution, to the official of such state or other jurisdiction authorized by applicable law to receive the proceeds of the distribution. The proceeds of such distribution will thereafter be held solely for the benefit of and for ultimate distribution to the stockholder as the sole equitable owner of the distribution and will be treated as abandoned property and escheat to the applicable state or other jurisdiction in accordance with applicable law. The proceeds of any such distribution will not revert to or become the property of us or any other stockholder.
Frankestin
2 years ago
I have 4277 shares at $0.20!
I want to participate in the stew and register as a shareholder!
I don't think they will let me!
I'm on a science mission!
As a foreign retail investor I am faced with a rubber wall regarding ownership of my shares!
Here they have printed a lot of them and I understand those who have them in charge for more than 1 dollar are tempted by the minus ....
But not me!
I want to go to the settlement and get registered
There are 80 million shares (they are registered) in the hands of institutions and funds, who will participate?
5% Stockholders: ? ? ? ? ? ? ? ? ? ? ? ? ?
Entities affiliated with the Flagship Pioneering Funds(1) 38,506,526 ? ? ? ? ? 42.6% ? ?
FMR LLC(2) 12,376,153 ? ? ? ? ? 13.7% ? ?
David R. Epstein(3) 4,900,012 ? ? ? ? ? 5.4% ? ?
Named Executive Officers and Directors: ?
All executive officers and directors as a group (6 persons) 5,092,773 ? ? ? ? ? 5.3% ? ?
?
2022-02-11 13G/A Artal International Management S.A. 3,701,580
VEXMX - Vanguard Extended Market Index Fund Investor Shares 554,320
2023-03-01 NP VITNX - Vanguard Institutional Total Stock Market Index Fund Institutional Shares 33,140
2023-03-01 NP EQ ADVISORS TRUST - 1290 VT Micro Cap Portfolio Class IB 8,400
2023-03-01 NP VBINX - Vanguard Balanced Index Fund Investor Shares 6,247
2023-03-01 NP VTSMX - Vanguard Total Stock Market Index Fund Investor Shares 1,066,867
2023-02-24 NP IWC - iShares Micro-Cap ETF 96,089
2023-02-24 NP ITOT - iShares Core S&P Total U.S. Stock Market ETF 72,817
2023-02-23 NP QVG2Q - Growth Portfolio Investor Class 134,856
2023-02-23 NP FDSVX - Fidelity Growth Discovery Fund 54,080
2023-02-14 13F Millennium Management Llc 169,571
2023-02-14 13F Acadian Asset Management Llc 1,277,196
2023-02-13 13F BlackRock Inc. 1,197,501
2023-02-10 13F Vanguard Group Inc 1,676,669
2023-01-27 13F State Of Michigan Retirement System 640,000
2023-01-26 NP FCFMX - Fidelity Series Total Market Index Fund 44,204
2023-01-26 NP FCGSX - Fidelity Series Growth Company Fund 1,107,317
2023-01-26 NP FDGRX - Fidelity Growth Company Fund 4,389,016
2023-01-26 NP FNCMX - Fidelity Nasdaq Composite Index Fund 49,919
2023-01-26 NP FGKFX - Fidelity Growth Company K6 Fund 1,336,281
2023-01-26 NP FMFMX - Fidelity Advisor Series Equity Growth Fund 28,487
2023-01-26 NP FSMAX - Fidelity Extended Market Index Fund 225,427
Frankestin
2 years ago
cursed they ate everything!
it does not make sense
We cannot predict with certainty the amount of distributions, if any, to our stockholders. However, based on the information currently available to us and if our stockholders approve the Dissolution, we estimate that the aggregate amount of cash that will be available for distribution to our stockholders in the Dissolution will be in the range between approximately $1.2 million and $4.0 million and the total amount distributed to stockholders will be in the range between approximately $0.01 and $0.04 per share of common stock. These amounts may be paid in one or more distributions. You may receive substantially less than the amount that we currently estimate that you may receive, or you may receive no distribution at all. Such distributions, if any, will not occur until after the Certificate of Dissolution is filed, and we cannot predict the timing or amount of any such distributions, as uncertainties as to the ultimate amount of our liabilities, the operating costs and amounts to be reserved for claims, obligations and provisions during the liquidation and winding-up process, and the related timing to complete such transactions make it impossible to predict with certainty the actual net cash amount, if any, that will ultimately be available for distribution to stockholders or the timing of any such distributions. Accordingly you will not know the exact amount of any distribution you may receive as a result of the Plan of Dissolution when you vote on the proposal to approve the Plan of Dissolution.
Frankestin
2 years ago
FUNDS Total (only for Top 20) 23.07% 20,851,795
ISTITUTIONS Total (only for Top 20) 74.41% 67,242,732
they charged them above $1
https://ih.advfn.com/stock-market/NASDAQ/rubius-therapeutics-RUBY/stock-news/87802292/rubius-therapeutics-ruby-gets-a-buy-rating-from-h
not even a year ago! Fool!
Have they waited until now for this?
but it's not worth shit!
Maybe one day like the vaccine it will come in handy but only to those who take it!
Right now it's worth nothing even if something seems to have yielded in terms of curing cancer!
Even if they have found a more sustainable formula!
Nothing!
Rubius has recently generated new non-human primate data with the next generation cell conjugation RED PLATFORM, demonstrating longer circulation time than observed with the first generation platform and pronounced pharmacodynamic effects as shown by increased levels of interferon gamma, a cytokine critical to both innate and adaptive immunity. In parallel, the Company has advanced a next generation Red Cell Therapeutic, RTX-250, an antigen-specific therapy that is designed to activate dendritic cells.
With the first generation Red Cell Therapeutics, Rubius demonstrated that engineered red blood cells could be manufactured at scale, safely administered and activate a patient’s immune system, resulting in clinical benefit in certain cancer patients, including evidence of tumor shrinkage and prolonged stable disease in PD-(L)-1 refractory solid tumors.
So why didn't istitutions sell?
IMO because there will be 30/40 million to distribute!
Let's hope they settle for free patents and leave us the cash!
Frankestin
2 years ago
$103.9 million - cash on September 30th
$75.7 million = debt repayment
$28 milion +
$18 milion= real estate asset sale
$46 milion-
$6 milion= or less for leasing
$40 milion
$5/6 milion = equipment sale
$ 45/46 milion +
Since our inception, we have not recorded any income tax benefits for the net losses we have incurred in each year or for our research and development tax credits generated, as we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss, or NOL, carryforwards and tax credits will not be realized. As of December 31, 2021, we had U.S. federal and state net operating loss carryforwards of $534.2 million and $534.8 million, respectively, which may be available to offset future taxable income. The federal NOLs include $37.2 million, which expire at various dates through 2037, and $497.0 million, which carryforward indefinitely. The state NOLs expire at various dates through 2041. As of December 31, 2021, we also had U.S. federal and state research and development tax credit carryforwards of $22.7 million and $15.6 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2034 and 2026, respectively. We have recorded a full valuation allowance against our net deferred tax assets at each balance sheet date. -
we need to remove the salaries which I don't think are more than 10 million +
plus perhaps the patented platform could have some value
I don't think the cash is less than 30 million now
why does anyone sell?
Frankestin
2 years ago
Extension of CEO Services
As previously disclosed by the Company’s Current Report on Form 8-K filed with the Commission on November 2, 2022 (the “November 8-K”), Dannielle Appelhans’ employment as the Company’s chief executive officer and president of the Company was expected to terminate no later than January 31, 2023. In light of the Company’s continued review of strategic alternatives, Ms. Appelhans has agreed to continue to serve as the Company’s chief executive officer and president until no later than March 3, 2023, and Ms. Appelhans may thereafter provide consulting services, depending on the progress or outcome of such strategic review process at such time.
Officer Departure
On January 31, 2023, Laurence Turka, M.D., stepped down from his position as Chief Scientific Officer and Head of Research and Translational Medicine of the Company on the terms previously disclosed in the November 8-K. Dr. Turka is continuing to provide consulting services as the Company undertakes its review of strategic alternatives.
Director Resignations
On January 31, 2023, Francis Cuss, M.B., B. Chir., FRCP, Michael Rosenblatt, M.D. and Susanne Schaffert, Ph.D., each notified the Company of their respective resignations as members of the Company’s board of directors, effective immediately. None of the resignations of Drs. Cuss, Rosenblatt and Schaffert resulted from any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
And let's go away other costs! few salaries remain
It must have been very nice to work in Ruby…
The platform seems valid, is it possible that nobody cares?
Frankestin
2 years ago
$103.9 million -
$75.7 million =
$28 milion +
$18 milion=
$46 milion+
Since our inception, we have not recorded any income tax benefits for the net losses we have incurred in each year or for our research and development tax credits generated, as we believe, based upon the weight of available evidence, that it is more likely than not that all of our net operating loss, or NOL, carryforwards and tax credits will not be realized. As of December 31, 2021, we had U.S. federal and state net operating loss carryforwards of $534.2 million and $534.8 million, respectively, which may be available to offset future taxable income. The federal NOLs include $37.2 million, which expire at various dates through 2037, and $497.0 million, which carryforward indefinitely. The state NOLs expire at various dates through 2041. As of December 31, 2021, we also had U.S. federal and state research and development tax credit carryforwards of $22.7 million and $15.6 million, respectively, which may be available to offset future tax liabilities and begin to expire in 2034 and 2026, respectively. We have recorded a full valuation allowance against our net deferred tax assets at each balance sheet date.+
the equipment the proceeds of which could finance the current costs...
Frankestin
2 years ago
On December 6, 2022, Rubius Therapeutics, Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”) with DIV Acquisition V, LLC (the “Buyer”) for the sale of certain real property located at 100 Technology Way, Smithfield, Rhode Island 02917 (Map 49, Lot 219) and 30 Hanton City Road, Smithfield, Rhode Island 02917 (Map 49, Lot 78), together with the buildings and improvements, including the Company's manufacturing facility, and certain fixtures and personal property located in or on the real property, for an aggregate purchase price of $18,500,000, subject to adjustment. The transaction, which is subject to customary closing conditions, is expected to close on December 21, 2022.
MC 15 millions
Frankestin
2 years ago
https://www.hgpauction.com/auctions/114156/rubius/
https://hgpauction.hibid.com/catalog/416585/rubius-therapeutics/?
mmm they sell everything out!
They burned more than 800 million to shit a patent... they showed that it works on some tumors!
https://static.seekingalpha.com/uploads/sa_presentations/554/84554/original.pdf
They bring a nice loss as a dowry…
They finally found a more efficient way…
Rubius has recently generated new non-human primate data with the next generation cell conjugation RED PLATFORM, demonstrating longer circulation time than observed with the first generation platform and pronounced pharmacodynamic effects as shown by increased levels of interferon gamma, a cytokine critical to both innate and adaptive immunity. In parallel, the Company has advanced a next generation Red Cell Therapeutic, RTX-250, an antigen-specific therapy that is designed to activate dendritic cells.
… will it be true?
is there any value?
0.15/0.10?
i don't have many and i kept something to load at those levels!
but maybe I'll stop, except that...
https://fintel.io/so/us/ruby
why do they still keep all this?
Frankestin
2 years ago
https://www.rubiustx.com/about-us/#board-of-directors
Rubius has recently generated new non-human primate data with the next generation cell conjugation RED PLATFORM, demonstrating longer circulation time than observed with the first generation platform and pronounced pharmacodynamic effects as shown by increased levels of interferon gamma, a cytokine critical to both innate and adaptive immunity. In parallel, the Company has advanced a next generation Red Cell Therapeutic, RTX-250, an antigen-specific therapy that is designed to activate dendritic cells.
With the first generation Red Cell Therapeutics, Rubius demonstrated that engineered red blood cells could be manufactured at scale, safely administered and activate a patient’s immune system, resulting in clinical benefit in certain cancer patients, including evidence of tumor shrinkage and prolonged stable disease in PD-(L)-1 refractory solid tumors.
ISTITUTIONS Total (for Top 20) 24.30
FUNDS Total (for Top 20) 80.47
Institutional Shares (Long) 74,569,319 - 82.51% (ex 13D/G)
Insider Ownership 12,112,658 - 13.40%
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