8-K 1 a19-7146_18k.htm 8-K

 

 

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): March 19, 2019

 

 

RUBIUS THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

001-38586

 

46-2688109

(State or other jurisdiction
of Incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification Number)

 

399 Binney Street, Suite 300
Cambridge, MA

 

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 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 19, 2019, the Board of Directors (the “Board”) of Rubius Therapeutics, Inc. (the “Company”) appointed Natalie Holles to the Board, effective March 19, 2019.  Ms. Holles will serve as a Class I director until the 2019 annual meeting of stockholders or until her successor has been duly elected and qualified. Ms. Holles qualifies as an independent director under the listing standards of NASDAQ. The Board has appointed Ms. Holles to serve as a member of the audit committee.

 

As a non-employee director, Ms. Holles will receive cash and equity compensation paid by the Company pursuant to its non-employee director compensation program. There are no arrangements or understandings between Ms. Holles and any other person pursuant to which Ms. Holles was selected as a director, and there are no transactions between Ms. Holles and the Company that would require disclosure under Item 404(a) of Regulation S-K. In addition, the Company will enter into an indemnification agreement with Ms. Holles in connection with her appointment to the Board which will be in substantially the same form as that entered into with the other directors of the Company.

 

On March 19, 2019, Roger Pomerantz, M.D. informed the Board that he will not stand for reelection as a director. Dr. Pomerantz’s decision to not stand for reelection was not related to any disagreement with the Company on any matter relating to its operations, policies, practices or any issues regarding financial disclosures, accounting or legal matters.

 

2

 

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: March 25, 2019

RUBIUS THERAPEUTICS, INC.

 

 

 

 

 

 

By:

/s/ Pablo J. Cagnoni

 

 

Pablo J. Cagnoni

 

 

Chief Executive Officer

 

3