RUBY / Rubius Therapeutics, Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Rubius Therapeutics, Inc.
US ˙ OTCPK ˙ US78116T1034
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 549300ER84PB0QV6HZ76
CIK 1709401
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Rubius Therapeutics, Inc.
SEC Filings (Chronological Order)
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April 10, 2023 15-12G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. 001-38586 Commission File Number RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified i

April 6, 2023 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): April 6, 2023 RUBIUS THERAPEUTICS

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): April 6, 2023 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

March 28, 2023 25

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38586 RUBIUS THERAPEUTICS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number 001-38586 RUBIUS THERAPEUTICS, INC. THE NASDAQ GLOBAL SELECT MARKET (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registe

March 9, 2023 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt

March 3, 2023 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): February 27, 2023 RUBIUS THERAPEU

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): February 27, 2023 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

March 2, 2023 PRER14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt

February 27, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 27, 2023

As filed with the Securities and Exchange Commission on February 27, 2023 Registration No.

February 27, 2023 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38

February 27, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 27, 2023

As filed with the Securities and Exchange Commission on February 27, 2023 Registration No.

February 27, 2023 EX-21.1

List of Subsidiaries of Rubius Therapeutics, Inc.

EXHIBIT 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Rubius Therapeutics Securities Corporation Massachusetts

February 27, 2023 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.  ) Filed by the Registrant ☒ Filed by a party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitt

February 27, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 27, 2023

As filed with the Securities and Exchange Commission on February 27, 2023 Registration No.

February 27, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 27, 2023

As filed with the Securities and Exchange Commission on February 27, 2023 Registration No.

February 27, 2023 S-8 POS

As filed with the Securities and Exchange Commission on February 27, 2023

As filed with the Securities and Exchange Commission on February 27, 2023 Registration No.

February 22, 2023 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): February 20, 2023 RUBIUS THERAPEU

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): February 20, 2023 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

February 22, 2023 RW

RUBIUS THERAPEUTICS, INC. C/O VERDOLINO & LOWEY, P.C. 124 WASHINGTON STREET, SUITE 101 FOXBOROUGH, MA (508) 543-1270

RUBIUS THERAPEUTICS, INC. C/O VERDOLINO & LOWEY, P.C. 124 WASHINGTON STREET, SUITE 101 FOXBOROUGH, MA (508) 543-1270 February 22, 2023 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street N.E. Washington, D.C. 20549 Re: Rubius Therapeutics, Inc. – Request for Withdrawal of Registration Statement on Form S-3 (File No. 333-265482) Ladies and Gentlemen: Pursuant

February 22, 2023 EX-2.1

Plan of Dissolution of Rubius Therapeutics, Inc.

  Exhibit 2.1   PLAN OF LIQUIDATION AND DISSOLUTION OF RUBIUS THERAPEUTICS, INC.   This Plan of Liquidation and Dissolution (the “Plan”) is intended to accomplish the complete liquidation and dissolution of RUBIUS THERAPEUTICS, INC., a Delaware corporation (such corporation or a successor entity, the “Company”), in accordance with Section 281(b) of the General Corporation Law of the State of Delaw

February 14, 2023 SC 13G/A

RUBY / Rubius Therapeutics Inc / Flagship VentureLabs IV, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d439009dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* Rubius Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 78116T 10 3 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement)

February 6, 2023 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): January 31, 2023 RUBIUS THERAPEUT

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): January 31, 2023 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

December 21, 2022 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): December 21, 2022 RUBIUS THERAPEU

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): December 21, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

December 14, 2022 8-K

Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): December 12, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

December 14, 2022 EX-10.1

Agreement for Termination of Lease, dated December 12, 2022, by and between Rubius Therapeutics, Inc. and ARE-MA Region No. 58, LLC.

Exhibit 10.1 AGREEMENT FOR TERMINATION OF LEASE This Agreement for Termination of Lease (this ?Agreement?) is made and entered into as of December 12, 2022 (the ?Effective Date?), by and between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (?Landlord?), and RUBIUS THERAPEUTICS, INC., a Delaware corporation (?Tenant?). RECITALS A. Landlord and Tenant are parties to that certain L

December 12, 2022 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): December 6, 2022 RUBIUS THERAPEUT

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): December 6, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

December 12, 2022 EX-10.1

Purchase and Sale Agreement, dated December 6, 2022, by and between Rubius Therapeutics, Inc. and DIV Acquisition V, LLC

Exhibit 10.1 PURCHASE AND SALE AGREEMENT BY AND BETWEEN RUBIUS THERAPEUTICS, INC. (“SELLER”) AND DIV ACQUISITION V, LLC (“BUYER”) TABLE OF CONTENTS Page ARTICLE 1 Purchase and Sale Agreement 1 1.1 Agreement to Purchase and Sell 1 ARTICLE 2 The Property and Condition of Property 1 2.1 Description of the Property 1 ARTICLE 3 Purchase Price; Deposit; Adjustments 3 3.1 Purchase Price 3 3.2 Deposit 3 3

November 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2022 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 2, 2022 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): November 1, 2022 RUBIUS THERAPEUT

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): November 1, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

October 17, 2022 8-K

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

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): October 17, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

October 13, 2022 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): October 13, 2022 RUBIUS THERAPEUT

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): October 13, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

September 13, 2022 8-K

Financial Statements and Exhibits, Costs Associated with Exit or Disposal Activities, Other Events

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): September 13, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commi

September 13, 2022 EX-99.1

Rubius Therapeutics Announces Strategic Update Company to Focus on Advancing Next Generation Red Blood Cell-Based Cell Conjugation Platform Initiating Cost-Saving Measures Through Corporate Restructuring; Cash Runway Extended to End of 2023 Discontin

Exhibit 99.1 Rubius Therapeutics Announces Strategic Update Company to Focus on Advancing Next Generation Red Blood Cell-Based Cell Conjugation Platform Initiating Cost-Saving Measures Through Corporate Restructuring; Cash Runway Extended to End of 2023 Discontinuing Ongoing Phase 1 Clinical Trials of RTX-240 and RTX-224 in Advanced Solid Tumors Investor Teleconference and Webcast Scheduled Today

August 12, 2022 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): August 9, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissio

August 9, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 9, 2022 EX-99.1

Rubius Therapeutics Reports Second Quarter 2022 Financial Results and Provides Business Update New Preclinical Data Presented at the FOCIS 2022 Annual Meeting Demonstrating Prevention of Type 1 Diabetes in a Stringent Preclinical Model Initial Clinic

Exhibit 99.1 Rubius Therapeutics Reports Second Quarter 2022 Financial Results and Provides Business Update New Preclinical Data Presented at the FOCIS 2022 Annual Meeting Demonstrating Prevention of Type 1 Diabetes in a Stringent Preclinical Model Initial Clinical Results Expected in 2H?22 from Phase 1 Arm of RTX-240 + Pembrolizumab in Advanced Solid Tumors and Expansion Cohorts in Non-Small Cell

August 9, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissio

August 1, 2022 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

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): July 27, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

July 14, 2022 8-K

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 12, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

July 14, 2022 EX-99.1

Rubius Therapeutics Appoints Susanne Schaffert, Ph.D., to its Board of Directors

Exhibit 99.1 Rubius Therapeutics Appoints Susanne Schaffert, Ph.D., to its Board of Directors CAMBRIDGE, Mass., July 14, 2022 (GLOBE NEWSWIRE) ? Rubius Therapeutics, Inc. (Nasdaq: RUBY), a clinical-stage biopharmaceutical company that is biologically engineering red blood cells to create an entirely new class of cellular medicines called Red Cell Therapeutics? for the treatment of cancer and autoi

July 7, 2022 EX-3.1

Certificate of Amendment of Amended and Restated Certificate of Incorporation of Rubius Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-38586) filed on July 7, 2022.

Exhibit 3.1 CERTIFICATE OF AMENDMENT OF AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RUBIUS THERAPEUTICS, INC. Pursuant to Section 242 of the General Corporation Law of the State of Delaware Rubius Therapeutics, Inc. (the ?Corporation?), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the ?DGCL?), does hereby certify: 1. The

July 7, 2022 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

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): July 7, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

June 21, 2022 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permi

June 16, 2022 CORRESP

June 16, 2022

June 16, 2022 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

June 8, 2022 S-3

As filed with the Securities and Exchange Commission on June 8, 2022

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on June 8, 2022? Registration No.

June 8, 2022 EX-4.3

Form of Senior Indenture between the Registrant and one or more trustees to be named (Incorporated by reference to Exhibit 4.3 to the Registrant’s Registration Statement on Form S-3 (File No. 333-265482) filed on June 8, 2022)

Exhibit 4.3 RUBIUS THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Senior Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS Section 1.01 Definitions of Terms ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01 Designation and Terms of Securities Section 2.02 Form of Securities and Trustee?s Certificate Sect

June 8, 2022 EX-FILING FEES

Filing Fee Table

EX-FILING FEES 6 tm2217583d2ex-filingfees.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-3 (Form Type) Rubius Therapeutics Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered and Carry Forward Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2

June 8, 2022 PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549? SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ? Filed by a party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permi

June 8, 2022 EX-4.4

Form of Subordinated Indenture between the Registrant and one or more trustees to be named (Incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-3 (File No. 333-265482) filed on June 8, 2022)

Exhibit 4.4 RUBIUS THERAPEUTICS, INC., Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [?], 202[?] Subordinated Debt Securities TABLE OF CONTENTS1 ARTICLE 1 DEFINITIONS Section 1.01 Definitions of Terms ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES Section 2.01 Designation and Terms of Securities Section 2.02 Form of Securities and Trustee?s Certificat

May 24, 2022 EX-99.1

Rubius Therapeutics Appoints Noubar Afeyan as Chairman of its Board of Directors

Exhibit 99.1 Rubius Therapeutics Appoints Noubar Afeyan as Chairman of its Board of Directors CAMBRIDGE, Mass., May 24, 2022 (GLOBE NEWSWIRE) ? Rubius Therapeutics, Inc. (Nasdaq: RUBY), a clinical-stage biopharmaceutical company that is biologically engineering red blood cells to create an entirely new class of cellular medicines called Red Cell Therapeutics? for the treatment of cancer and autoim

May 24, 2022 8-K

Regulation FD Disclosure, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

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): May 20, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

May 13, 2022 8-K

Submission of Matters to a Vote of Security Holders

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): May 12, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

May 10, 2022 EX-FILING FEES

Calculation of Filing Fee Tables

Exhibit 107.1 CALCULATION OF FILING FEE TABLES Form S-8 (Form Type) Rubius Therapeutics, Inc. (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered (1) Proposed Maximum Offering Price Per Unit (2) Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Equity Rubius Therapeu

May 10, 2022 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

May 10, 2022 S-8

As filed with the Securities and Exchange Commission on May 10, 2022

As filed with the Securities and Exchange Commission on May 10, 2022 Registration No.

May 10, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 10, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

May 10, 2022 EX-99.1

Rubius Therapeutics Reports First Quarter 2022 Financial Results and Provides Business Update Presented Updated Clinical Data from Monotherapy Phase 1 Arm of RTX-240 Clinical Trial in Advanced Solid Tumors, Showing Clinical Responses with Favorable T

Exhibit 99.1 Rubius Therapeutics Reports First Quarter 2022 Financial Results and Provides Business Update Presented Updated Clinical Data from Monotherapy Phase 1 Arm of RTX-240 Clinical Trial in Advanced Solid Tumors, Showing Clinical Responses with Favorable Tolerability in PD-(L)1 Refractory Disease Expanded Ongoing Phase 1 Arm of RTX-240 + Pembrolizumab to Focus on Non-Small Cell Lung Cancer

April 8, 2022 8-K

Regulation FD Disclosure, Financial Statements and Exhibits, Other Events

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): April 8, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

April 8, 2022 EX-99.1

Rubius Therapeutics Reports Updated Clinical Data at AACR from the Ongoing Monotherapy Phase 1 Arm of the Phase 1/2 Clinical Trial of RTX-240 in Advanced Solid Tumors Demonstrating Single-Agent Activity and Favorable Tolerability Best Responses Inclu

Exhibit 99.1 Rubius Therapeutics Reports Updated Clinical Data at AACR from the Ongoing Monotherapy Phase 1 Arm of the Phase 1/2 Clinical Trial of RTX-240 in Advanced Solid Tumors Demonstrating Single-Agent Activity and Favorable Tolerability Best Responses Include Partial Responses in Certain Patients with Non-Small Cell Lung Cancer, Metastatic Anal Cancer and Metastatic Uveal Melanoma with No Tr

March 30, 2022 DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 30, 2022 DEF 14A

definitive proxy statement on Schedule 14A (other than information furnished rather than filed), filed with the SEC on March 30, 2022;

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ???) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by R

February 25, 2022 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38586 RUBIUS T

February 25, 2022 EX-21.1

List of Subsidiaries of Rubius Therapeutics, Inc.

Exhibit 21.1 ? SUBSIDIARIES ? Subsidiary Jurisdiction of Incorporation Rubius Therapeutics Securities Corporation Massachusetts ?

February 25, 2022 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 25, 2022 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

February 25, 2022 EX-10.5

Non-Employee Director Compensation Policy dated February 24, 2021.

Exhibit 10.5 ? RUBIUS THERAPEUTICS, INC. AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Amended and Restated Non-Employee Director Compensation Policy (the ?Policy?) of Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber di

February 25, 2022 EX-99.1

Rubius Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Update First Patient Dosed in Phase 1/2 Clinical Trial of RTX-224 in Patients with Certain Advanced Solid Tumors in January 2022 Single-Agent Phase

Exhibit 99.1 Rubius Therapeutics Reports Fourth Quarter and Full Year 2021 Financial Results and Provides Business Update First Patient Dosed in Phase 1/2 Clinical Trial of RTX-224 in Patients with Certain Advanced Solid Tumors in January 2022 Single-Agent Phase 1 RTX-240 Clinical Trial in Advanced Solid Tumors Continues with No Dose-Limiting Toxicities Observed to Date and an NK Cell Dose Respons

February 14, 2022 SC 13G/A

RUBY / Rubius Therapeutics Inc / Flagship Ventures Fund IV General Partner LLC - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Rubius Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 78116T 10 3 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

February 14, 2022 EX-99.1

AGREEMENT

EXHIBIT 1 AGREEMENT The persons below hereby agree that the Schedule 13G to which this agreement is attached as an exhibit, as well as all future amendments to such Schedule 13G, shall be filed on behalf of each of them.

February 11, 2022 SC 13G/A

RUBY / Rubius Therapeutics Inc / Artal International Management S.A. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. 1) RUBIUS THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 78116T103 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate t

November 8, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 4, 2021 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

November 8, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

November 8, 2021 EX-99.1

Rubius Therapeutics Reports Third Quarter 2021 Financial Results and Provides Business Update U.S. Food and Drug Administration (FDA) Clears Investigational New Drug Application for RTX-224, Rubius’ Third Oncology Candidate Clinical Results Expected

Exhibit 99.1 Rubius Therapeutics Reports Third Quarter 2021 Financial Results and Provides Business Update U.S. Food and Drug Administration (FDA) Clears Investigational New Drug Application for RTX-224, Rubius? Third Oncology Candidate Clinical Results Expected by Year-End or First Quarter 2022 in Phase 1 Trials of Single-Agent RTX-240 in Advanced Solid Tumors and Relapsed/Refractory Acute Myeloi

August 20, 2021 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 9, 2021 EX-99.1

Rubius Therapeutics Reports Second Quarter 2021 Financial Results and Provides Business Update First Patient Dosed with RTX-240 in Combination with KEYTRUDA® (pembrolizumab) in Ongoing Phase 1/2 Clinical Trial for the Treatment of Patients with Advan

Exhibit 99.1 Rubius Therapeutics Reports Second Quarter 2021 Financial Results and Provides Business Update First Patient Dosed with RTX-240 in Combination with KEYTRUDA? (pembrolizumab) in Ongoing Phase 1/2 Clinical Trial for the Treatment of Patients with Advanced Solid Tumors New Cohorts Added in Phase 1/2 Trial of Single-Agent RTX-240 in Advanced Solid Tumors ? Enabled by Initial Single-Agent

August 9, 2021 EX-10.1

Second Amendment to Loan and Security Agreement between Rubius Therapeutics, Inc. and SLR Investment Corp. (formerly Solar Capital Ltd.) dated June 22, 2021.

? Exhibit 10.1 SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Amendment?), dated as of June 22, 2021 (the ?Amendment Effective Date?), is made among Rubius Therapeutics, Inc., a Delaware corporation (the ?Borrower?), SLR Investment Corp., fka Solar Capital Ltd., a Maryland corporation (?SLR?), in its capacity as collateral agent (in such

August 9, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

August 9, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 9, 2021 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissio

July 29, 2021 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): July 26, 2021 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

July 29, 2021 EX-99.1

Rubius Therapeutics Appoints Dannielle Appelhans as Chief Operating Officer

Exhibit 99.1 Rubius Therapeutics Appoints Dannielle Appelhans as Chief Operating Officer CAMBRIDGE Mass., July 29, 2021 (GLOBE NEWSWIRE) - Rubius Therapeutics, Inc. (Nasdaq: RUBY), a clinical-stage biopharmaceutical company that is genetically engineering red blood cells to create an entirely new class of cellular medicines called Red Cell Therapeutics? for the treatment of cancer and autoimmune d

July 29, 2021 EX-10.1

Employment Agreement between Rubius Therapeutics, Inc. and Dannielle Appelhans, dated July 26, 2021. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38586) filed on July 29, 2021).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the 26th day of July, 2021 between Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), and Dannielle Appelhans (the ?Executive?). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company beginning on August 9, 2021 (the ?Effective Date?) on the

June 28, 2021 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): June 22, 2021 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

May 13, 2021 8-K

Submission of Matters to a Vote of Security Holders

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): May 12, 2021 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

May 10, 2021 EX-99.1

Rubius Therapeutics Reports First Quarter 2021 Financial Results and Provides Business Update Positive Initial Data from Phase 1/2 Trial of RTX-240 in Advanced Solid Tumors Demonstrated Single-Agent Activity Providing Initial Validation of the RED PL

Exhibit 99.1 Rubius Therapeutics Reports First Quarter 2021 Financial Results and Provides Business Update Positive Initial Data from Phase 1/2 Trial of RTX-240 in Advanced Solid Tumors Demonstrated Single-Agent Activity Providing Initial Validation of the RED PLATFORM?; Dose Optimization and Enrollment Continues Continued Progress in Advancing Clinical Programs with Further Enrollment in Phase 1

May 10, 2021 S-8

- S-8

As filed with the Securities and Exchange Commission on May 10, 2021 Registration No.

May 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 10, 2021 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

May 10, 2021 10-Q

Quarterly Report - 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

March 30, 2021 DEF 14A

- DEF 14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A? Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.???) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Ru

March 30, 2021 DEFA14A

- DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ? Defin

March 18, 2021 424B5

Joint book-running managers

TABLE OF CONTENTS ?Filed Pursuant to Rule 424(b)(5) ?Registration No. 333-232955? Prospectus Supplement (To prospectus dated August 21, 2019) 6,896,552 shares Common stock We are offering 6,896,552 shares of our common stock. Our common stock is listed on The Nasdaq Global Select Market under the symbol ?RUBY.? On March 15, 2021, the last reported sale price for our common stock on The Nasdaq Glob

March 18, 2021 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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 16, 2021 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissio

March 18, 2021 EX-1.1

Underwriting Agreement, dated March 16, 2021, among Rubius Therapeutics, Inc., J.P. Morgan Securities LLC, Jefferies LLC and Guggenheim Securities, LLC

Exhibit 1.1 RUBIUS THERAPEUTICS, INC. 6,896,552 Shares of Common Stock Underwriting Agreement March 16, 2021 J.P. Morgan Securities LLC Jefferies LLC Guggenheim Securities, LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Guggenh

March 15, 2021 424B5

Joint book-running managers

TABLE OF CONTENTS The information in this preliminary prospectus supplement is not complete and may be changed.

March 15, 2021 8-K

Financial Statements and Exhibits, Other Events

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 15, 2021 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissio

March 15, 2021 EX-99.2

REALIZING THE POWER OF RED™ A NEW ERA IN CELLULAR MEDICINEInitial Clinical Results from RTX-240 Phase 1 Clinical TrialMARCH 15, 2021 1

Exhibit 99.2 REALIZING THE POWER OF RED? A NEW ERA IN CELLULAR MEDICINEInitial Clinical Results from RTX-240 Phase 1 Clinical TrialMARCH 15, 2021 1 Forward-Looking StatementsThis presentation may contain forward-looking statements. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based on our current beliefs, expectations and assumptio

March 15, 2021 EX-99.1

Rubius Therapeutics Reports Initial Clinical Data from Ongoing Phase 1/2 Trial of RTX-240 in Patients with Advanced Solid Tumors, Demonstrating Single-Agent Activity RTX-240 Generated Partial Responses in Metastatic Anal Cancer and Metastatic Uveal M

Exhibit 99.1 Rubius Therapeutics Reports Initial Clinical Data from Ongoing Phase 1/2 Trial of RTX-240 in Patients with Advanced Solid Tumors, Demonstrating Single-Agent Activity RTX-240 Generated Partial Responses in Metastatic Anal Cancer and Metastatic Uveal Melanoma Patients; No DLTs or Related Grade 3/4 Adverse Events RTX-240 Promoted Trafficking of NK and T Cells into Tumor Microenvironment

March 8, 2021 EX-1

JOINT FILING AGREEMENT

EXHIBIT 1 JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13G with respect to the Common Stock, par value $0.

March 8, 2021 SC 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) RUBIUS THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Se

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934* (Amendment No. ) RUBIUS THERAPEUTICS, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 78116T103 (CUSIP Number) February 26, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to desig

February 23, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 23, 2021 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

February 23, 2021 EX-21.1

List of Subsidiaries of Rubius Therapeutics, Inc.

Exhibit 21.1 ? SUBSIDIARIES ? Subsidiary Jurisdiction of Incorporation Rubius Therapeutics Securities Corporation Massachusetts ?

February 23, 2021 10-K

Annual Report - 10-K

? ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38586 RUBIUS T

February 23, 2021 EX-99.1

Rubius Therapeutics Reports Fourth Quarter and Full Year 2020 Financial Results and Provides Business Update Reported Initial Key Takeaways in January 2021 Showing RTX-240 Stimulates Innate and Adaptive Immunity; Additional Clinical Results to be Pre

Exhibit 99.1 Rubius Therapeutics Reports Fourth Quarter and Full Year 2020 Financial Results and Provides Business Update Reported Initial Key Takeaways in January 2021 Showing RTX-240 Stimulates Innate and Adaptive Immunity; Additional Clinical Results to be Presented in Early 2021 Escalated the Dose in RTX-240 Phase 1 Clinical Trial in Relapsed/Refractory Acute Myeloid Leukemia Screening Patient

February 16, 2021 SC 13G/A

SCHEDULE 13G

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* Rubius Therapeutics, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 78116T103 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which t

February 16, 2021 SC 13G/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rubius Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of S

SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Rubius Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 78116T 10 3 (CUSIP Number) December 31, 2020 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

January 11, 2021 EX-99.1

Rubius Therapeutics Provides Operational Update and Outlines 2021 Objectives at the 39th Annual J.P. Morgan Healthcare Conference Initial Clinical Data Show RTX-240 Stimulates Innate and Adaptive Immunity (NK Cells and T Cells) Supporting Proof of Me

Exhibit 99.1 Rubius Therapeutics Provides Operational Update and Outlines 2021 Objectives at the 39th Annual J.P. Morgan Healthcare Conference Initial Clinical Data Show RTX-240 Stimulates Innate and Adaptive Immunity (NK Cells and T Cells) Supporting Proof of Mechanism – Additional Results to be Presented in Early 2021 IND Cleared and Patient Screening Underway for Phase 1 Clinical Trial of RTX-3

January 11, 2021 8-K

Financial Statements and Exhibits, Other Events - FORM 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): January 11, 2021 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

January 11, 2021 EX-99.2

JANUARY 2021 REALIZING THE POWER OF REDsv™ A NEW ERA IN CELLULAR MEDICINE 1

Exhibit 99.2 JANUARY 2021 REALIZING THE POWER OF REDsv™ A NEW ERA IN CELLULAR MEDICINE 1 Forward - Looking Statements This presentation may contain forward - looking statements . Forward - looking statements are neither historical facts nor assurances of future performance . Instead, they are based on our current beliefs, expectations and assumptions regarding the future of our business, future pl

December 4, 2020 10-Q/A

Quarterly Report - FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0

December 4, 2020 10-Q/A

Quarterly Report - FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

December 4, 2020 10-Q/A

Quarterly Report - FORM 10-Q/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q/A Amendment No. 1 (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

November 9, 2020 EX-99.1

Rubius Therapeutics Reports Third Quarter 2020 Financial Results and Strong Execution Across the Pipeline Completed Dosing of Fourth Cohort in RTX-240 Phase 1/2 Solid Tumor Clinical Trial Dosed First Patient in RTX-240 Phase 1 Relapsed/Refractory Acu

Exhibit 99.1 Rubius Therapeutics Reports Third Quarter 2020 Financial Results and Strong Execution Across the Pipeline Completed Dosing of Fourth Cohort in RTX-240 Phase 1/2 Solid Tumor Clinical Trial Dosed First Patient in RTX-240 Phase 1 Relapsed/Refractory Acute Myeloid Leukemia Clinical Trial Filed Investigational New Drug Application with U.S. Food and Drug Administration for RTX-321 for Huma

November 9, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): November 9, 2020 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

November 9, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

September 28, 2020 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): September 23, 2020 RUBIUS THERAPE

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): September 23, 2020 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commi

September 28, 2020 EX-10.1

Employment Agreement between Rubius Therapeutics, Inc. and Jose Carmona, dated September 23, 2020. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38586) filed on September 23, 2020).

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 23rd day of September, 2020 between Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), and Jose Carmona (the “Executive”). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company beginning on October 1, 2020 (the “Effective Date”) on the t

September 28, 2020 EX-99.1

Rubius Therapeutics Appoints Jose Carmona as Chief Financial Officer

Exhibit 99.1 Rubius Therapeutics Appoints Jose Carmona as Chief Financial Officer CAMBRIDGE, Mass., September 28, 2020 (GLOBE NEWSWIRE) - Rubius Therapeutics, Inc. (Nasdaq:RUBY), a clinical-stage biopharmaceutical company that is genetically engineering red blood cells to create an entirely new class of cellular medicines, today announced the appointment of Jose “Pepe” Carmona as chief financial o

August 10, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition - FORM 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): August 10, 2020 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissi

August 10, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 10, 2020 EX-99.1

Rubius Therapeutics Reports Second Quarter 2020 Financial Results and Positive Progress Across Pipeline Strong Momentum in Dosing Patients and Manufacturing Clinical Supply for RTX-240 Phase 1/2 Solid Tumor Clinical Trial Investigational New Drug App

Exhibit 99.1 Rubius Therapeutics Reports Second Quarter 2020 Financial Results and Positive Progress Across Pipeline Strong Momentum in Dosing Patients and Manufacturing Clinical Supply for RTX-240 Phase 1/2 Solid Tumor Clinical Trial Investigational New Drug Application on Track by Year-End for RTX-321 for HPV-Positive Cancers CAMBRIDGE, Mass., August 10, 2020 (GLOBE NEWSWIRE) - Rubius Therapeuti

August 10, 2020 EX-10.1

Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020.

Exhibit 10.1 June 29, 2020 Andrew Oh [***] [***] Re:Transitional Services and Separation Agreement Dear Andrew: This letter confirms that your employment with Rubius Therapeutics, Inc. (the “Company”) will be ending. The Company appreciates your contributions and would like to make this transition as seamless as possible. With this in mind, we are proposing an arrangement that allows you to remain

June 30, 2020 EX-99.1

Rubius Therapeutics Provides Update on Clinical Trial Progress for its Lead Oncology Product Candidate RTX-240 and Announces Planned Leadership Transition

Exhibit 99.1 Rubius Therapeutics Provides Update on Clinical Trial Progress for its Lead Oncology Product Candidate RTX-240 and Announces Planned Leadership Transition CAMBRIDGE, Mass., June 30, 2020 (GLOBE NEWSWIRE) - Rubius Therapeutics, Inc. (Nasdaq:RUBY), a clinical-stage biopharmaceutical company that is genetically engineering red blood cells to create an entirely new class of cellular medic

June 30, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

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): June 29, 2020 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

May 22, 2020 8-K

Submission of Matters to a Vote of Security Holders

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): May 21, 2020 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

May 11, 2020 EX-10.1

Employment Agreement between Rubius Therapeutics, Inc. and Christina Coughlin, dated December 20, 2019.

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 20th day of December, 2019 between Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), and Christina Marie Coughlin, M.D., Ph.D. (the “Executive”). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company beginning on January 6, 2020 (the “E

May 11, 2020 EX-99.1

Rubius Therapeutics Reports First Quarter 2020 Financial Results and Provides Operational Update Completed Strategic Reprioritization of Pipeline to Focus on Oncology and Autoimmunity Dosed First Patient in Phase 1/2 Clinical Trial of RTX-240 for Adv

Exhibit 99.1 Rubius Therapeutics Reports First Quarter 2020 Financial Results and Provides Operational Update Completed Strategic Reprioritization of Pipeline to Focus on Oncology and Autoimmunity Dosed First Patient in Phase 1/2 Clinical Trial of RTX-240 for Advanced Solid Tumors Successfully Produced cGMP Clinical Supply of RTX-240 from Fully Owned Manufacturing Facility Strong Cash Position Cam

May 11, 2020 EX-10.2

Employment Agreement between Rubius Therapeutics, Inc. and Laurence Turka, dated January 4, 2020.

Exhibit 10.2 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 4th day of January, 2020 between Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), and Laurence A. Turka, M.D., (the “Executive”). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company beginning on January 21, 2020 (the “Effective Date”

May 11, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 11, 2020 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

May 11, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

April 9, 2020 DEFA14A

RUBY / Rubius Therapeutics, Inc. DEFA14A - - DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 9, 2020 DEF 14A

RUBY / Rubius Therapeutics, Inc. DEF 14A - - DEF 14A

Use these links to rapidly review the document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 12, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 12, 2020 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissio

March 12, 2020 S-8

RUBY / Rubius Therapeutics, Inc. S-8 - - S-8

As filed with the Securities and Exchange Commission on March 12, 2020 Registration No.

March 12, 2020 EX-4.1

Description of Registrant’s Securities (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-K (File No. 001‑38586) filed on March 12, 2020).

Exhibit 4.1 DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The summary of the general terms and provisions of the registered securities of Rubius Therapeutics, Inc. (the “Company,” “we,” “us,” and “our”) set forth below does not purport to be complete. It is subject to and qualified in its entirety by reference to our Amended and

March 12, 2020 10-K

RUBY / Rubius Therapeutics, Inc. 10-K - Annual Report - 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38586 RUBIUS THERAPEUT

March 12, 2020 EX-10.9

Employment Agreement between Rubius Therapeutics, Inc. and Maiken Keson-Brookes, dated October 7, 2019 (Incorporated by reference to Exhibit 10.9 to the Registrant’s Annual Report on 10-K (File No. 001-38586) filed on March 12, 2020).

Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (“Agreement”) is made as of the 7th day of October, 2019 between Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), and Maiken Keson-Brookes (the “Executive”). WHEREAS, the Company desires to employ the Executive and the Executive desires to be employed by the Company beginning on November 18, 2019 (the “Effective Date”) o

March 12, 2020 EX-21.1

List of Subsidiaries of Rubius Therapeutics, Inc.

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Rubius Therapeutics Securities Corporation Massachusetts

March 12, 2020 EX-99.1

Rubius Therapeutics Reports Fourth Quarter and Full-Year 2019 Financial Results and Announces Strategic Focus on Oncology and Autoimmunity RTX-240 Investigational New Drug Application for Solid Tumors Cleared by U.S. FDA Internal cGMP Manufacturing R

Exhibit 99.1 Rubius Therapeutics Reports Fourth Quarter and Full-Year 2019 Financial Results and Announces Strategic Focus on Oncology and Autoimmunity RTX-240 Investigational New Drug Application for Solid Tumors Cleared by U.S. FDA Internal cGMP Manufacturing Ready to Support Upcoming Oncology Clinical Trials Cash Runway Extended into 2022 Conference Call Scheduled for Today at 8:00 a.m. EST Cam

January 31, 2020 EX-99.1

Rubius Therapeutics Announces First Patient Dosed in Phase 1b Trial of RTX-134 for the Treatment of Patients with Phenylketonuria

Exhibit 99.1 Rubius Therapeutics Announces First Patient Dosed in Phase 1b Trial of RTX-134 for the Treatment of Patients with Phenylketonuria CAMBRIDGE, Mass., Jan. 30, 2020 (GLOBE NEWSWIRE) - Rubius Therapeutics, Inc. (Nasdaq:RUBY), a clinical-stage biopharmaceutical company that is genetically engineering red blood cells to create an entirely new class of cellular medicines, today announced tha

January 31, 2020 8-K

Financial Statements and Exhibits, Other Events

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): January 30, 2020 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

January 13, 2020 EX-99.1

Rubius Therapeutics Appoints Internationally Recognized Autoimmunity and Translational Immunology Leader Laurence Turka, M.D., as Chief Scientific Officer

Exhibit 99.1 Rubius Therapeutics Appoints Internationally Recognized Autoimmunity and Translational Immunology Leader Laurence Turka, M.D., as Chief Scientific Officer CAMBRIDGE, Mass., Jan. 8, 2020 (GLOBE NEWSWIRE) - Rubius Therapeutics, Inc. (Nasdaq:RUBY), a clinical-stage biopharmaceutical company that is genetically engineering red blood cells to create an entirely new class of cellular medici

January 13, 2020 EX-99.2

Pablo J. Cagnoni , M.D., Chief Executive Officer JANUARY 2020 REALIZING THE POWER OF RED ™ : A NEW ERA IN CELLULAR MEDICINE

Exhibit 99.2 Pablo J. Cagnoni , M.D., Chief Executive Officer JANUARY 2020 REALIZING THE POWER OF RED ™ : A NEW ERA IN CELLULAR MEDICINE Forward - Looking Statements This presentation may contain forward - looking statements . Forward - looking statements are neither historical facts nor assurances of future performance . Instead, they are based on our current beliefs, expectations and assumptions

January 13, 2020 8-K

Other Events

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): January 8, 2020 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissi

December 23, 2019 8-K

Financial Statements and Exhibits, Other Events

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): December 23, 2019 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

December 23, 2019 EX-99.1

Rubius Therapeutics Appoints Christina Coughlin, M.D., Ph.D., as Chief Medical Officer

Exhibit 99.1 Rubius Therapeutics Appoints Christina Coughlin, M.D., Ph.D., as Chief Medical Officer CAMBRIDGE, Mass., Dec. 23, 2019 (GLOBE NEWSWIRE) - Rubius Therapeutics, Inc. (Nasdaq:RUBY), a clinical-stage biopharmaceutical company that is genetically engineering red blood cells to create an entirely new class of cellular medicines, today announced the appointment of Christina Coughlin, M.D., P

December 18, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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): December 12, 2019 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

December 18, 2019 EX-99.1

Rubius Therapeutics Appoints Anne Prener, M.D., Ph.D., to its Board of Directors

Exhibit 99.1 Rubius Therapeutics Appoints Anne Prener, M.D., Ph.D., to its Board of Directors CAMBRIDGE, Mass., Dec. 18, 2019 (GLOBE NEWSWIRE) - Rubius Therapeutics, Inc. (Nasdaq: RUBY), a clinical-stage biopharmaceutical company that is genetically engineering red blood cells to create an entirely new class of cellular medicines, today announced the appointment of Anne Prener, M.D., Ph.D., to its

November 14, 2019 EX-10.2

First Amendment to the Loan and Security Agreement dated as of September 16, 2019 between Rubius Therapeutics, Inc. and Solar Capital Ltd. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q (File No. 001-38586) filed on August 13, 2019).

Exhibit 10.2 FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 16, 2019 (the “Amendment Effective Date”), is made among Rubius Therapeutics, Inc., a Delaware corporation (the “Borrower”), Solar Capital Ltd., a Maryland corporation (“Solar”), in its capacity as collateral agent (in such capacity, together wit

November 14, 2019 10-Q

RUBY / Rubius Therapeutics, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number:

November 14, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 14, 2019 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

November 14, 2019 EX-99.1

Rubius Therapeutics Reports Third Quarter 2019 Financial Results and Operational Progress

Exhibit 99.1 Rubius Therapeutics Reports Third Quarter 2019 Financial Results and Operational Progress CAMBRIDGE, Mass., November 14, 2019 (GLOBE NEWSWIRE) — Rubius Therapeutics, Inc. (Nasdaq:RUBY), a clinical-stage biopharmaceutical company that is genetically engineering red blood cells to create an entirely new class of cellular medicines, today reported third quarter 2019 financial results and

August 19, 2019 CORRESP

RUBY / Rubius Therapeutics, Inc. CORRESP - -

August 19, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

August 13, 2019 EX-99.1

Rubius Therapeutics Reports Second Quarter 2019 Financial Results and Operational Progress On Track to Report Initial Clinical Data from Phase 1b Clinical Trial of RTX-134 for Phenylketonuria by Year-End

Exhibit 99.1 Rubius Therapeutics Reports Second Quarter 2019 Financial Results and Operational Progress On Track to Report Initial Clinical Data from Phase 1b Clinical Trial of RTX-134 for Phenylketonuria by Year-End CAMBRIDGE, Mass., August 13, 2019 (GLOBE NEWSWIRE) — Rubius Therapeutics, Inc. (Nasdaq:RUBY), a clinical-stage biopharmaceutical company that is genetically engineering red blood cell

August 13, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 13, 2019 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissi

August 13, 2019 10-Q

RUBY / Rubius Therapeutics, Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

August 13, 2019 EX-10.1

Letter Agreement between Rubius Therapeutics, Inc. and Torben Straight Nissen, Ph.D. dated May 14, 2019.

Exhibit 10.1 May 14, 2019 Torben Straight Nissen, Ph.D. [* * *] [* * *] Re: Resignation and Post-Employment Senior Advisory Role Dear Torben: This letter agreement (the “Agreement”) confirms the receipt of your resignation from Rubius Therapeutics, Inc. (the “Company”), effective July 24, 2019 (the “Separation Date”). The Company’s Board of Directors (the “Board”) appreciates your contributions an

August 9, 2019 CORRESP

RUBY / Rubius Therapeutics, Inc. CORRESP - -

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 August 9, 2019 VIA EDGAR AND FEDERAL EXPRESS United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Sonia Bednarowski Re: Rubius Therapeutics, Inc. Registration Statement on Form S-3 Filed August 1, 2019 File No. 333-232955 Dear Ms. Be

August 1, 2019 EX-4.3

Form of Senior Indenture between Rubius Therapeutics, Inc. and one or more trustees to be named (Incorporated by reference to Exhibit 4.3 to the Registrant’s Form S-3 (File No. 333-232955) filed on August 1, 2019).

Exhibit 4.3 RUBIUS THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 2019 Senior Debt Securities TABLE OF CONTENTS(1) ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s Certifica

August 1, 2019 EX-4.4

Form of Subordinated Indenture between Rubius Therapeutics, Inc. and one or more trustees to be named (Incorporated by reference to Exhibit 4.4 to the Registrant’s Form S-3 (File No. 333-232955) filed on August 1, 2019).

Exhibit 4.4 RUBIUS THERAPEUTICS, INC. Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [·], 201[·] Subordinated Debt Securities TABLE OF CONTENTS(1) ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 5 Section 2.01 Designation and Terms of Securities 5 Section 2.02 Form of Securities and Trustee’s C

August 1, 2019 EX-1.2

Distribution Agreement dated August 1, 2019 by and among Rubius Therapeutics, Inc. and J.P. Morgan Securities LLC, Jefferies LLC and SVB Leerink LLC (Incorporated by reference to Exhibit 1.2 to the Registrant’s Form S-3 (File No. 333-232955) filed on August 1, 2019).

Exhibit 1.2 DISTRIBUTION AGREEMENT August 1, 2019 J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 Jefferies LLC 520 Madison Avenue New York, New York 10022 SVB Leerink LLC One Federal Street, 37th Floor Boston, Massachusetts 02110 Ladies and Gentlemen: Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of J.P. Morgan Securitie

August 1, 2019 S-3

Form S-3 (Registration No. 333-232955)

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents As filed with the Securities and Exchange Commission on August 1, 2019.

May 23, 2019 8-K

Submission of Matters to a Vote of Security Holders

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): May 22, 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

May 15, 2019 EX-10.11.1

First Amendment to Lease dated November 9, 2018 by and between Rubius Therapeutics, Inc. and ARE-MA Region No. 58, LLC (Incorporated by reference to Exhibit 10.11.1 to Amendment No. 1 to Registrant’s Annual Report on Form 10-K(File No. 001-38586) filed on May 15, 2019).

Exhibit 10.11.1 CERTAIN INFORMATION IDENTIFIED BY BRACKETED ASTERISKS ([* * *]) HAS BEEN OMITTED FROM THIS EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of November 8, 2018, by and between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (“La

May 15, 2019 EX-10.12.1

Second Amendment to Exclusive Patent License Agreement dated July 25, 2018 by and between Rubius Therapeutics, Inc. and the Whitehead Institute for Biomedical Research (Incorporated by reference to Exhibit 10.12.1 to Amendment No. 1 to Registrant’s Annual Report on Form 10-K (File No. 001-38586) filed on May 15, 2019).

Exhibit 10.12.1 Certain information identified by bracketed asterisks ([* * *]) has been omitted from this exhibit because it is both not material and would be competitively harmful if publicly disclosed. This SECOND AMENDMENT, effective as of July 25, 2018 (the “SECOND AMENDMENT EFFECTIVE DATE”), amends the Exclusive Patent License Agreement dated January 28, 2016, and First Amendment dated Decem

May 15, 2019 EX-99.1

Rubius Therapeutics Reports First Quarter 2019 Financial Results and Operational Progress Enrollment for Phase 1b Trial of RTX-134 for Phenylketonuria on Track for Second Quarter 2019; Initial Clinical Data Anticipated in Second Half 2019 Company Ann

Exhibit 99.1 Rubius Therapeutics Reports First Quarter 2019 Financial Results and Operational Progress Enrollment for Phase 1b Trial of RTX-134 for Phenylketonuria on Track for Second Quarter 2019; Initial Clinical Data Anticipated in Second Half 2019 Company Announces Transition of President Torben Straight Nissen, Ph.D. CAMBRIDGE, Mass., May 15, 2019 (GLOBE NEWSWIRE) - Rubius Therapeutics, Inc.

May 15, 2019 S-8

RUBY / Rubius Therapeutics, Inc. S-8 S-8

As filed with the Securities and Exchange Commission on May 15, 2019 Registration No.

May 15, 2019 10-K/A

RUBY / Rubius Therapeutics, Inc. 10-K/A Annual Report 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

May 15, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

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): May 14, 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

May 15, 2019 10-Q

RUBY / Rubius Therapeutics, Inc. 10-Q Quarterly Report 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001

April 12, 2019 DEFA14A

RUBY / Rubius Therapeutics, Inc. DEFA14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) o Defin

April 12, 2019 DEF 14A

definitive proxy statement on Schedule 14A (other than information furnished rather than filed), which was filed with the SEC on April 12, 2019;

Use these links to rapidly review the document Table of Contents Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 28, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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 28, 2019 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissio

March 28, 2019 EX-99.1

Rubius Therapeutics Reports Fourth Quarter and Full-Year 2018 Financial Results with Business Updates Investigational New Drug Application Cleared for First-Ever Red Cell Therapeutic™, RTX-134, for Treatment of Phenylketonuria Data from Company’s Onc

Exhibit 99.1 Rubius Therapeutics Reports Fourth Quarter and Full-Year 2018 Financial Results with Business Updates Investigational New Drug Application Cleared for First-Ever Red Cell Therapeutic™, RTX-134, for Treatment of Phenylketonuria Data from Company’s Oncology Pipeline to be Presented at AACR 2019 Annual Meeting CAMBRIDGE, Mass., March 28, 2019 (GLOBE NEWSWIRE) — Rubius Therapeutics, Inc.

March 28, 2019 EX-10.12.1

Second Amendment to the Exclusive Patent License Agreement between the Registrant and the Whitehead Institute for Biomedical Research, dated July 25, 2018

Exhibit 10.12.1 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. §200.80(b)(4) This SECOND AMENDMENT, effective as of July 25, 2018 (the “SECOND AMENDMENT EFFECTIVE DATE”), amends the Exclusive Patent License Agreement dated January 28, 2016, and First Amendment dated December 12, 2017 (the “LICENSE”), between the Wh

March 28, 2019 10-K

RUBY / Rubius Therapeutics, Inc. 10-K (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K (Mark One) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 OR ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-38586 RUBIUS THERAPEUT

March 28, 2019 EX-21.1

List of Subsidiaries of Rubius Therapeutics, Inc.

Exhibit 21.1 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Rubius Therapeutics Securities Corporation Massachusetts

March 28, 2019 EX-10.11.1

First Amendment to Lease Agreement between Rubius Therapeutics, Inc. and ARE-MA Region No. 58 LLC, dated November 8, 2018

Exhibit 10.11.1 ***Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. §200.80(b)(4) FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this “First Amendment”) is made as of November 8, 2018, by and between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (“Landlord”), and RUBIUS THERAPEUTICS, INC., a D

March 25, 2019 8-K

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

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) (Commissio

March 11, 2019 EX-99.1

Rubius Therapeutics Announces FDA Clearance of Investigational New Drug Application for First-Ever Red Cell Therapeutic, RTX-134, for Treatment of Phenylketonuria

Exhibit 99.1 Rubius Therapeutics Announces FDA Clearance of Investigational New Drug Application for First-Ever Red Cell Therapeutic, RTX-134, for Treatment of Phenylketonuria CAMBRIDGE, Mass., Mar. 11, 2019 (GLOBE NEWSWIRE) — Rubius Therapeutics, Inc. (Nasdaq:RUBY), a biopharmaceutical company that is generating red blood cells and bioengineering them into an entirely new class of cellular medici

March 11, 2019 8-K

Financial Statements and Exhibits, Other Events

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 11, 2019 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissio

February 14, 2019 EX-99.1

Joint Filing Agreement

EXHIBIT 99.1 Joint Filing Agreement The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be

February 14, 2019 SC 13G

RUBY / Rubius Therapeutics, Inc. / Epstein David R - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rubius Therapeutics, Inc. (Name of Issuer) COMMON STOCK, $0.001 PAR VALUE PER SHARE (Title of Class of Securities) 78116T103 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th

February 13, 2019 SC 13G

RUBY / Rubius Therapeutics, Inc. / Flagship Ventures Fund IV General Partner LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Rubius Therapeutics, Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 78116T 10 3 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to des

January 22, 2019 8-K

Other Events

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): January 17, 2019 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

December 21, 2018 EX-10.1

Loan and Security Agreement between Rubius Therapeutics, Inc. and Solar Capital Ltd. dated December 21, 2018 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8 K (File No. 001-38586) filed on December 21, 2018).

Exhibit 10.1 Execution Version LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT (as the same may be amended, restated, modified, or supplemented from time to time, this “Agreement”) dated as of December 21, 2018 (the “Effective Date”) among Solar Capital Ltd. (“Solar”), as collateral agent (in such capacity, together with its successors and assigns in such capacity, “Collateral Agent”)

December 21, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): December 21, 2018 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

November 13, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 13, 2018 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commis

November 13, 2018 EX-99.1

Rubius Therapeutics Reports Third Quarter 2018 Financial Results and Operational Progress On Track to Submit First IND for RTX-134 in Q1 2019

Exhibit 99.1 Rubius Therapeutics Reports Third Quarter 2018 Financial Results and Operational Progress On Track to Submit First IND for RTX-134 in Q1 2019 CAMBRIDGE, Mass., November 13, 2018 (GLOBE NEWSWIRE) — Rubius Therapeutics, Inc. (Nasdaq: RUBY), a biotechnology company developing an entirely new class of allogeneic cellular therapies, today reported third quarter 2018 financial results and o

November 13, 2018 10-Q

RUBY / Rubius Therapeutics, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numbe

November 9, 2018 8-K

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): November 8, 2018 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commiss

August 31, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 31, 2018 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commissi

August 31, 2018 EX-99.1

Rubius Therapeutics Reports Second Quarter 2018 Financial Results

Exhibit 99.1 Rubius Therapeutics Reports Second Quarter 2018 Financial Results CAMBRIDGE, Mass., August 31, 2018 (GLOBE NEWSWIRE) — Rubius Therapeutics, Inc. (Nasdaq: RUBY), a biotechnology company pioneering the development of a new class of ready-to-use cellular therapies, today reported second quarter 2018 financial results. As of June 30, 2018, Rubius had cash, cash equivalents and marketable

August 31, 2018 10-Q

RUBY / Rubius Therapeutics, Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 00

August 1, 2018 8-K

Other Events

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): July 31, 2018 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

July 25, 2018 EX-10.1

Purchase and Sale Agreement between Rubius Therapeutics, Inc. and Alexion Pharmaceuticals, Inc., dated July 23, 2018 (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K (File No. 001-38586) filed on July 25, 2018)

Exhibit 10.1 PURCHASE AND SALE AGREEMENT BY AND BETWEEN ALEXION PHARMACEUTICALS, INC. (“SELLER”) AND RUBIUS THERAPEUTICS, INC. (“BUYER”) TABLE OF CONTENTS Page ARTICLE 1 Purchase and Sale Agreement 1 1.1 Agreement to Purchase and Sell 1 ARTICLE 2 The Property and Condition of Property 1 2.1 Description of the Property 1 ARTICLE 3 Purchase Price; Deposit; Adjustments 2 3.1 Purchase Price 2 3.2 Depo

July 25, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): July 23, 2018 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

July 23, 2018 EX-3.2

Amended and Restated Bylaws of Rubius Therapeutics, Inc. (Incorporated by reference to Exhibit 3.2 to the Registrant’s Form 8-K (File No. 001-38586) filed on July 23, 2018)

Exhibit 3.2 AMENDED AND RESTATED BY-LAWS OF RUBIUS THERAPEUTICS, INC. (the “Corporation”) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an “Annual Meeting”) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place m

July 23, 2018 EX-3.1

Amended and Restated Certificate of Incorporation of Rubius Therapeutics, Inc. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K (File No. 001-38586) filed on July 23, 2018)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RUBIUS THERAPEUTICS, INC. Rubius Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), hereby certifies as follows: 1. The name of the Corporation is Rubius Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State

July 23, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events

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): July 17, 2018 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 001-38586 46-2688109 (State or other jurisdiction of Incorporation) (Commission

July 18, 2018 S-8

Form S-8 (Registration No. 333-226226)

As filed with the Securities and Exchange Commission on July 18, 2018 Registration No.

July 18, 2018 424B4

10,483,000 shares Common stock

Use these links to rapidly review the document Table of contents TABLE OF CONTENTS 2 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No.

July 17, 2018 S-1MEF

RUBY / Rubius Therapeutics, Inc. S-1MEF

As filed with the Securities and Exchange Commission on July 17, 2018. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT Under The Securities Act of 1933 RUBIUS THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware 2836 46-2688109 (State or other jurisdiction of incorporation or organization) (

July 13, 2018 CORRESP

RUBY / Rubius Therapeutics, Inc. CORRESP

VIA EDGAR July 13, 2018 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mary Beth Breslin Jeffrey Gabor Re: Rubius Therapeutics, Inc. Acceleration Request for Registration Statement on Form S-1 File No. 333-225840 Requested Date: July 17, 2018 Requested Time: 4:00 p.m. Eastern Standard Time Dear Ms. Breslin and Mr. Gabor: Purs

July 13, 2018 8-A12B

the description of our Common Stock in our registration statement on Form 8-A filed with the SEC on July 13, 2018, including any amendments

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 Rubius Therapeutics, Inc. (Exact name of registrant as specified in its charter) Delaware 46-2688109 (State of incorporation or organization) (I.R.S. Employer Identification No.) 325 Vassar Street,

July 13, 2018 CORRESP

RUBY / Rubius Therapeutics, Inc. CORRESP

July 13, 2018 VIA EDGAR U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mary Beth Breslin Jeffrey Gabor Re: Rubius Therapeutics, Inc. (the “Company”) Registration Statement on Form S-1 File No. 333-225840 Acceleration Request Requested Date: July 17, 2018 Requested Time: 4:00 p.m. Eastern Standard Time Ladies and gentlemen: In

July 9, 2018 EX-10.2

2018 Stock Option and Incentive Plan, and form of award agreements thereunder (Incorporated by reference to Exhibit 10.2 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225840) filed on July 9, 2018)

Exhibit 10.2 RUBIUS THERAPEUTICS, INC. 2018 STOCK OPTION AND INCENTIVE PLAN SECTION 1. GENERAL PURPOSE OF THE PLAN; DEFINITIONS The name of the plan is the Rubius Therapeutics, Inc. 2018 Stock Option and Incentive Plan (the ?Plan?). The purpose of the Plan is to encourage and enable the officers, employees, Non-Employee Directors and Consultants of Rubius Therapeutics, Inc. (the ?Company?) and its

July 9, 2018 S-1/A

As filed with the Securities and Exchange Commission on July 9, 2018.

Use these links to rapidly review the document Table of contents TABLE OF CONTENTS 2 As filed with the Securities and Exchange Commission on July 9, 2018.

July 9, 2018 EX-10.7

Employment Agreement between Rubius Therapeutics, Inc. and Torben Straight Nissen, Ph.D., dated July 2, 2018 (Incorporated by reference to Exhibit 10.7 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225840) filed on July 9, 2018)

Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the 2nd day of July, 2018 between Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), and Torben Straight Nissen, Ph.D. (the ?Executive?) and is effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration statement

July 9, 2018 EX-10.8

Employment Agreement between Rubius Therapeutics, Inc. and Andrew M. Oh, dated June 29, 2018 (Incorporated by reference to Exhibit 10.8 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225840) filed on July 9, 2018)

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the 29th day of June, 2018 between Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), and Andrew Oh (the ?Executive?) and is effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securiti

July 9, 2018 EX-10.6

Employment Agreement between Rubius Therapeutics, Inc. and Pablo Cagnoni, M.D. dated July 2, 2018 (Incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225840) filed on July 9, 2018).

Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the 2nd day of July, 2018 between Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), and Pablo Cagnoni, M.D. (the ?Executive?) and is effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration statement under the

July 9, 2018 EX-10.9

Employment Agreement between Rubius Therapeutics, Inc. and Christopher L. Carpenter, M.D., Ph.D., dated June 29, 2018 (Incorporated by reference to Exhibit 10.9 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225840) filed on July 9, 2018)

Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the 29th day of June, 2018 between Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), and Christopher L. Carpenter, M.D., Ph.D. (the ?Executive?) and is effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration

July 9, 2018 EX-1.1

Form of Underwriting Agreement.

Exhibit 1.1 RUBIUS THERAPEUTICS, INC. [ ? ] Shares of Common Stock Underwriting Agreement [ ? ], 2018 J.P. Morgan Securities LLC Morgan Stanley & Co. LLC Jefferies LLC Leerink Partners LLC As Representatives of the several Underwriters listed in Schedule 1 hereto c/o J.P. Morgan Securities LLC 383 Madison Avenue New York, New York 10179 c/o Morgan Stanley & Co. LLC 1585 Broadway New York, New York

July 9, 2018 EX-10.3

2018 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.3 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225840) filed on July 9, 2018)

Exhibit 10.3 RUBIUS THERAPEUTICS, INC. 2018 EMPLOYEE STOCK PURCHASE PLAN The purpose of the Rubius Therapeutics, Inc. 2018 Employee Stock Purchase Plan (?the Plan?) is to provide eligible employees of Rubius Therapeutics, Inc. (the ?Company?) and each Designated Subsidiary (as defined in Section 11) with opportunities to purchase shares of the Company?s common stock, par value $0.001 per share (th

July 2, 2018 EX-10.7

Form of Employment Agreement between the Registrant and Torben Straight Nissen, Ph.D., to be in effect upon the effectiveness of this registration statement.

Exhibit 10.7 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the day of , 2018 between Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), and Torben Straight Nissen, Ph.D. (the ?Executive?) and is effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration statement under t

July 2, 2018 EX-4.1

Specimen Common Stock Certificate (Incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225840) filed on July 2, 2018)

Exhibit 4.1 INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE AUTHORIZED: 150,000,000 COMMON STOCK SHARES, $0.001 PAR VALUE PER SHARE SEE REVERSE FOR CERTAIN DEFINITIONS This Certifies That is the owner of Fully Paid and Non-Assessable Common Stock, $0.001 Par Value of RUBIUS THERAPEUTICS, INC. transferable on the books of this Corporation in person or by attorney upon surrender of this Certifi

July 2, 2018 EX-10.9

Form of Employment Agreement between the Registrant and Christopher L. Carpenter, M.D., Ph.D., to be in effect upon the effectiveness of this registration statement.

Exhibit 10.9 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the day of , 2018 between Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), and Christopher L. Carpenter, M.D., Ph.D. (the ?Executive?) and is effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration statement

July 2, 2018 EX-10.6

Form of Employment Agreement between the Registrant and Pablo J. Cagnoni, M.D., to be in effect upon the effectiveness of this registration statement.

Exhibit 10.6 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the day of , 2018 between Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), and Pablo Cagnoni, M.D. (the ?Executive?) and is effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securit

July 2, 2018 EX-10.8

Form of Employment Agreement between the Registrant and Andrew M. Oh, to be in effect upon the effectiveness of this registration statement.

Exhibit 10.8 EMPLOYMENT AGREEMENT This Employment Agreement (?Agreement?) is made as of the day of , 2018 between Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), and Andrew Oh (the ?Executive?) and is effective as of the closing of the Company?s first underwritten public offering of its equity securities pursuant to an effective registration statement under the Securities Act of

July 2, 2018 S-1/A

As filed with the Securities and Exchange Commission on July 2, 2018.

QuickLinks - Click here to rapidly navigate through this document As filed with the Securities and Exchange Commission on July 2, 2018.

July 2, 2018 EX-10.5

Non-Employee Director Compensation Policy (Incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-225840) filed on July 2, 2018)

Exhibit 10.5 RUBIUS THERAPEUTICS, INC. NON-EMPLOYEE DIRECTOR COMPENSATION POLICY The purpose of this Non-Employee Director Compensation Policy (the ?Policy?) of Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), is to provide a total compensation package that enables the Company to attract and retain, on a long-term basis, high-caliber directors who are not employees or officers of

June 26, 2018 CORRESP

RUBY / Rubius Therapeutics, Inc. CORRESP

Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 CONFIDENTIAL TREATMENT REQUESTED BY RUBIUS THERAPEUTICS, INC. CERTAIN PORTIONS OF THIS LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FIL

June 22, 2018 EX-3.1

Amended and Restated Certificate of Incorporation of Registrant, as currently in effect.

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RUBIUS THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Rubius Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. Tha

June 22, 2018 EX-3.3

Bylaws of Registrant, as currently in effect.

Exhibit 3.3 BY-LAWS OF VL26, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II DIRECTORS 5 2.1 General Powers 5 2.2 Number, Election and

June 22, 2018 EX-10.12

Loan and Security Agreement between the Registrant and Pacific Western Bank, dated November 20, 2015, as amended to date.

Exhibit 10.12 RUBIUS THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (the ?Agreement?) is entered into as of November 20, 2015, by and between PACIFIC WESTERN BANK, a California state chartered bank (?Bank?) and RUBIUS THERAPEUTICS, INC. (?Borrower?). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower

June 22, 2018 EX-4.3

Amended and Restated Warrant to Purchase Stock, dated May 19, 2017, issued by the Registrant to PacWest Bancorp.

Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4.4 OF THIS WARRANT. This Amended and Restated Warrant amends

June 22, 2018 EX-3.2

Form of Amended and Restated Certificate of Incorporation of Registrant, to be in effect upon completion of this offering.

Exhibit 3.2 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RUBIUS THERAPEUTICS, INC. Rubius Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), hereby certifies as follows: 1. The name of the Corporation is Rubius Therapeutics, Inc. The date of the filing of its original Certificate of Incorporation with the Secretary of State

June 22, 2018 EX-4.4

Amended and Restated Second Warrant to Purchase Stock, dated September 13, 2017, issued by the Registrant to PacWest Bancorp.

Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4.4 OF THIS WARRANT. This Amended and Restated Second Warrant

June 22, 2018 EX-10.14

Form of Director Indemnification Agreement (Incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 (File No. 333-225840) filed on June 22, 2018).

Exhibit 10.14 RUBIUS THERAPEUTICS, INC. [FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT This Indemnification Agreement (?Agreement?) is made as of [ ] by and between Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), and [Director] (?Indemnitee?). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the

June 22, 2018 EX-10.1

Amended and Restated 2014 Stock Incentive Plan, and form of award agreements thereunder.

Exhibit 10.1 RUBIUS THERAPEUTICS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2014 Stock Incentive Plan (the ?Plan?) of Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contri

June 22, 2018 EX-10.15

Form of Indemnification Agreement between the Registrant and each of its executive officers.

EX-10.15 16 a2236053zex-1015.htm EX-10.15 Exhibit 10.15 RUBIUS THERAPEUTICS, INC. [FORM OF] OFFICER INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of [ ] by and between Rubius Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer] (“Indemnitee”).(1) RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified ind

June 22, 2018 S-1

Power of Attorney.

Use these links to rapidly review the document Table of contents TABLE OF CONTENTS 2 Table of Contents As filed with the Securities and Exchange Commission on June 22, 2018.

June 22, 2018 EX-10.13

Exclusive Patent License Agreement between the Registrant and the Whitehead Institute for Biomedical Research, dated January 28, 2016, as amended to date.

Exhibit 10.13 ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH and RUBIUS THERAPEUTICS, INC. EXCLUSIVE PATENT LICENSE AGREEMENT ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the Securities and Exchange Co

June 22, 2018 EX-21

List of Subsidiaries of Registrant.

Exhibit 21 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Rubius Therapeutics Securities Corporation Massachusetts

June 22, 2018 EX-4.2

Second Amended and Restated Investors' Rights Agreement among the Registrant and certain of its stockholders, dated February 23, 2018.

Exhibit 4.2 EXECUTION VERSION SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT Rubius Therapeutics, Inc. TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 10 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnificati

June 22, 2018 EX-10.10

Second Amended and Restated Chairman Agreement between Rubius Therapeutics, Inc. and David R. Epstein, dated June 21, 2018 (Incorporated by reference to Exhibit 10.10 to the Registrant’s Registration Statement on Form S-1 (File No. 333-225840) filed on June 22, 2018)

Exhibit 10.10 June 21, 2018 Re: Second Amended and Restated Chairman Agreement Dear David: This agreement (the ?Agreement?) amends and restates the Amended and Restated Chairman Agreement, dated October 3, 2017, between you and Rubius Therapeutics, Inc. (the ?Company?) with respect to the position of the Company?s Chairman of the Board (?Chairman?). The terms of your engagement are set forth below

June 22, 2018 EX-10.11

Lease Agreement between the Registrant and ARE-MA Region No. 58 LLC, dated January 18, 2018.

Exhibit 10.11 ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made as of this 18th day of January, 2018, between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (?Landlord?), and RUBIUS THERAPEUTICS, INC., a Del

June 22, 2018 EX-3.4

Form of Amended and Restated Bylaws of Registrant, to be in effect upon the effectiveness of this registration statement.

Exhibit 3.4 AMENDED AND RESTATED BY-LAWS OF RUBIUS THERAPEUTICS, INC. (the ?Corporation?) ARTICLE I Stockholders SECTION 1. Annual Meeting. The annual meeting of stockholders (any such meeting being referred to in these By-laws as an ?Annual Meeting?) shall be held at the hour, date and place within or without the United States which is fixed by the Board of Directors, which time, date and place m

June 22, 2018 EX-10.4

Senior Executive Cash Incentive Bonus Plan (Incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 (File No. 333-225840) filed on June 22, 2018)

Exhibit 10.4 RUBIUS THERAPEUTICS, INC. SENIOR EXECUTIVE CASH INCENTIVE BONUS PLAN 1. Purpose This Senior Executive Cash Incentive Bonus Plan (the ?Incentive Plan?) is intended to provide an incentive for superior work and to motivate eligible executives of Rubius Therapeutics, Inc. (the ?Company?) and its subsidiaries toward even higher achievement and business results, to tie their goals and inte

June 18, 2018 EX-10.1

RUBIUS THERAPEUTICS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN

Exhibit 10.1 RUBIUS THERAPEUTICS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2014 Stock Incentive Plan (the ?Plan?) of Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contri

June 18, 2018 EX-3.1

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RUBIUS THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RUBIUS THERAPEUTICS, INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Rubius Therapeutics, Inc., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the ?General Corporation Law?), DOES HEREBY CERTIFY: 1. Tha

June 18, 2018 DRSLTR

RUBY / Rubius Therapeutics, Inc. DRSLTR

Arthur R. McGivern +1 617 570 1971 [email protected] Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 June 18, 2018 Mary Beth Breslin Jeffrey Gabor Office of Healthcare and Insurance Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Rubius Therapeutics, Inc. Amendment No. 1 to Draft Registr

June 18, 2018 DRS/A

As confidentially submitted to the Securities and Exchange Commission on June 18, 2018 as Amendment No. 2 to the Confidential Submission dated April 13, 2018. This draft registration statement has not been publicly filed with the Securities and Excha

Use these links to rapidly review the document Table of contents TABLE OF CONTENTS 2 Table of Contents As confidentially submitted to the Securities and Exchange Commission on June 18, 2018 as Amendment No.

May 24, 2018 DRS/A

As confidentially submitted to the Securities and Exchange Commission on May 24, 2018 as Amendment No. 1 to the Confidential Submission dated April 13, 2018. This draft registration statement has not been publicly filed with the Securities and Exchan

Use these links to rapidly review the document Table of contents TABLE OF CONTENTS 2 Table of Contents As confidentially submitted to the Securities and Exchange Commission on May 24, 2018 as Amendment No.

May 24, 2018 DRSLTR

RUBY / Rubius Therapeutics, Inc. DRSLTR

Arthur R. McGivern +1 617 570 1971 [email protected] Goodwin Procter LLP 100 Northern Avenue Boston, MA 02210 goodwinlaw.com +1 617 570 1000 May 24, 2018 Mary Beth Breslin Jeffrey Gabor Office of Healthcare and Insurance Division of Corporation Finance Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Rubius Therapeutics, Inc. Draft Registration Statement on F

May 24, 2018 EX-10.5

LEASE AGREEMENT

Exhibit 10.5 ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 LEASE AGREEMENT THIS LEASE AGREEMENT (this ?Lease?) is made as of this 18th day of January, 2018, between ARE-MA REGION NO. 58, LLC, a Delaware limited liability company (?Landlord?), and RUBIUS THERAPEUTICS, INC., a Dela

May 24, 2018 EX-10.7

WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH RUBIUS THERAPEUTICS, INC. EXCLUSIVE PATENT LICENSE AGREEMENT ***Confidential Treatment Requested***

Exhibit 10.7 ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH and RUBIUS THERAPEUTICS, INC. EXCLUSIVE PATENT LICENSE AGREEMENT ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the Securities and Exchange Com

May 24, 2018 EX-10.6

RUBIUS THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENT

Exhibit 10.6 RUBIUS THERAPEUTICS, INC. LOAN AND SECURITY AGREEMENT This LOAN AND SECURITY AGREEMENT (the ?Agreement?) is entered into as of November 20, 2015, by and between PACIFIC WESTERN BANK, a California state chartered bank (?Bank?) and RUBIUS THERAPEUTICS, INC. (?Borrower?). RECITALS Borrower wishes to obtain credit from time to time from Bank, and Bank desires to extend credit to Borrower.

April 13, 2018 EX-3.3

BY-LAWS VL26, INC.

Exhibit 3.3 BY-LAWS OF VL26, INC. TABLE OF CONTENTS Page ARTICLE I STOCKHOLDERS 1 1.1 Place of Meetings 1 1.2 Annual Meeting 1 1.3 Special Meetings 1 1.4 Notice of Meetings 1 1.5 Voting List 1 1.6 Quorum 2 1.7 Adjournments 2 1.8 Voting and Proxies 2 1.9 Action at Meeting 3 1.10 Conduct of Meetings 3 1.11 Action without Meeting 4 ARTICLE II DIRECTORS 5 2.1 General Powers 5 2.2 Number, Election and

April 13, 2018 EX-4.2

SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT Rubius Therapeutics, Inc.

Exhibit 4.2 EXECUTION VERSION SECOND AMENDED AND RESTATED INVESTORS? RIGHTS AGREEMENT Rubius Therapeutics, Inc. TABLE OF CONTENTS Page 1. Definitions 1 2. Registration Rights 5 2.1 Demand Registration 5 2.2 Company Registration 6 2.3 Underwriting Requirements 7 2.4 Obligations of the Company 8 2.5 Furnish Information 10 2.6 Expenses of Registration 10 2.7 Delay of Registration 10 2.8 Indemnificati

April 13, 2018 DRS

As confidentially submitted to the Securities and Exchange Commission on April 13, 2018. This draft registration statement has not been publicly filed with the Securities and Exchange Commission and all information herein remains confidential.

Use these links to rapidly review the document Table of contents TABLE OF CONTENTS 2 Table of Contents As confidentially submitted to the Securities and Exchange Commission on April 13, 2018.

April 13, 2018 EX-10.1

RUBIUS THERAPEUTICS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN

Exhibit 10.1 RUBIUS THERAPEUTICS, INC. AMENDED AND RESTATED 2014 STOCK INCENTIVE PLAN 1. Purpose The purpose of this 2014 Stock Incentive Plan (the ?Plan?) of Rubius Therapeutics, Inc., a Delaware corporation (the ?Company?), is to advance the interests of the Company?s stockholders by enhancing the Company?s ability to attract, retain and motivate persons who are expected to make important contri

April 13, 2018 EX-4.3

AMENDED AND RESTATED WARRANT TO PURCHASE STOCK

Exhibit 4.3 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4.4 OF THIS WARRANT. This Amended and Restated Warrant amends

April 13, 2018 EX-10.9

WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH RUBIUS THERAPEUTICS, INC. EXCLUSIVE PATENT LICENSE AGREEMENT ***Confidential Treatment Requested***

Exhibit 10.9 ***Text Omitted and Filed Separately with the Securities and Exchange Commission Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH and RUBIUS THERAPEUTICS, INC. EXCLUSIVE PATENT LICENSE AGREEMENT ***Confidential Treatment Requested*** ***Text Omitted and Filed Separately with the Securities and Exchange Com

April 13, 2018 EX-4.4

AMENDED AND RESTATED SECOND WARRANT TO PURCHASE

Exhibit 4.4 THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE SOLD, PLEDGED OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH APPLICABLE LAW. THIS WARRANT AND THE SHARES ISSUABLE HEREUNDER ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 4.4 OF THIS WARRANT. This Amended and Restated Second Warrant

April 13, 2018 EX-21

Jurisdiction of Incorporation

Exhibit 21 SUBSIDIARIES Subsidiary Jurisdiction of Incorporation Rubius Therapeutics Securities Corporation Massachusetts

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