June 16, 2022
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- 265482
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 June 21, 2022, 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 Yasin Akbari of Goodwin Procter LLP at (617) 570-1013.
|RUBIUS THERAPEUTICS, INC.|
|/s/ Jose Carmona|
|Chief Financial Officer|
|cc:||Maiken Keson-Brooks, Chief Legal Officer and Corporate Secretary, Rubius Therapeutics, Inc.|
|Jacqueline Mercier, Esq., Goodwin Procter LLP|
|Yasin Akbari, Esq., Goodwin Procter LLP|