SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On August 9, 2022, Natalie Holles resigned from her position as a member of the Board of Directors (the “Board”) of Rubius Therapeutics, Inc. (the “Company”) and any committees thereof, effective immediately.
On August 11, 2022, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) that, as a result of Ms. Holles’ resignation, the Company was no longer in compliance with Nasdaq Listing Rule 5605(c)(2), which requires the audit committee to consist of at least three members, each of whom is an independent director under the Nasdaq Listing Rules and who meets heightened independence standards for audit committee members. As permitted by Nasdaq Listing Rule 5605(c)(4)(B), the Company may cure, and intends to cure, this non-compliance prior to the earlier of the Company’s next annual stockholder meeting or August 9, 2023.
Following the Company’s notification to Nasdaq, the Company received a notification from Nasdaq on August 12, 2022 that, as a result of Ms. Holles’ resignation, the Company was no longer in compliance with Nasdaq Listing Rule 5605(c)(2), as described above.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The first paragraph included under Item 3.01 above is incorporated by reference herein. Ms Holles’ resignation was not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
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: August 12, 2022||RUBIUS THERAPEUTICS, INC.|
|By:||/s/ Pablo J. Cagnoni|
|Pablo J. Cagnoni|
|Chief Executive Officer|