Strategic Plan, we terminated 82% of our employee base as of November 2, 2022, leaving a core team of individuals to lead the strategic review process.
On December 6, 2022, we entered into a purchase and sale agreement with DIV Acquisition V, LLC for the sale of our Smithfield, Rhode Island manufacturing facility and certain related fixtures and personal property, for an aggregate purchase price of $18.5 million, subject to adjustment. The transaction closed on December 21, 2022.
Also, in connection with the Strategic Plan, we withdrew our Investigational New Drug Applications (“INDs”), for RTX-134 and RTX-321 on December 9, 2022. We withdrew our INDs for RTX-224 and RTX-240 on December 13, 2022 and December 14, 2022, respectively.
On December 12, 2022, we entered into an agreement to terminate our lease arrangement with ARE-MA Region No. 58, LLC, relating to our corporate headquarters located at 399 Binney Street, Cambridge, Massachusetts 02139, effective January 31, 2023.
Following announcement of the Strategic Plan, our Board and management worked with outside advisors, on a formal and informal basis, including to engage a financial advisor, to pursue a sale or merger of the Company or one or more sales of our assets, including a reverse merger. Despite broad canvassing and discussions with multiple potential strategic parties, we were unsuccessful in identifying any interested purchasers or partners, or any viable transactions. During this time, most of our remaining employees departed the Company or converted to a part-time or consulting role.
In light of the strategic alternatives review and following the implementation of the Strategic Plan, our Board determined that approving the Plan of Dissolution gives our Board the most flexibility in optimizing value for our stockholders and as a result, on February 20, 2023, our Board adopted resolutions approving the Plan of Dissolution and the Dissolution and recommending that our stockholders approve the Plan of Dissolution and the Dissolution.
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.
DELAWARE LAW APPLICABLE TO OUR DISSOLUTION
We are a corporation organized under the laws of the State of Delaware and the Dissolution will be governed by the DGCL. The following is a brief summary of some of the DGCL provisions applicable to the Dissolution. The following summary is qualified in its entirely by Sections 275 through 283 of the DGCL, which are attached to this proxy statement as Annex B.
Delaware Law Generally
Authorization of Board and Stockholders. If a corporation’s board of directors deems it advisable that the corporation should dissolve, it may adopt a resolution to that effect by a majority vote of the whole board