SEC Info - Rubius Therapeutics, Inc. - ‘10-K’ for 12/31/21

Rubius Therapeutics, Inc. – ‘10-K’ for 12/31/21 – ‘R18’

On: Friday, 2/25/22, at 8:30am ET · For: 12/31/21 · Accession #: 1558370-22-2057 · File #: 1-38586

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/25/22 Rubius Therapeutics, Inc. 10-K 12/31/21 74:10M Toppan Merrill Bridge/FA

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.63M 2: EX-10.5 Material Contract HTML 28K 3: EX-21.1 Subsidiaries List HTML 22K 4: EX-23.1 Consent of Expert or Counsel HTML 21K 5: EX-31.1 Certification -- §302 - SOA'02 HTML 28K 6: EX-31.2 Certification -- §302 - SOA'02 HTML 28K 7: EX-32.1 Certification -- §906 - SOA'02 HTML 23K 8: EX-32.2 Certification -- §906 - SOA'02 HTML 23K 14: R1 Document and Entity Information HTML 91K 15: R2 Condensed Consolidated Balance Sheets HTML 116K 16: R3 Condensed Consolidated Balance Sheets HTML 39K (Parenthetical) 17: R4 Condensed Consolidated Statements of Operations HTML 65K and Comprehensive Loss 18: R5 Condensed Consolidated Statements of Operations HTML 24K and Comprehensive Loss (Parenthetical) 19: R6 Condensed Consolidated Statements Stockholders HTML 85K Equity 20: R7 Condensed Consolidated Statements Stockholders HTML 23K Equity (Parenthetical) 21: R8 Condensed Consolidated Statements of Cash Flows HTML 118K 22: R9 Nature of the Business and Basis of Presentation HTML 31K 23: R10 Summary of Significant Accounting Policies HTML 64K 24: R11 Investments and Fair Value of Financial Assets and HTML 95K Liabilities 25: R12 Property, Plant and Equipment, Net HTML 47K 26: R13 Accrued Expenses and Other Current Liabilities HTML 35K 27: R14 Debt HTML 53K 28: R15 Equity HTML 30K 29: R16 Stock-Based Compensation HTML 105K 30: R17 Income Taxes HTML 93K 31: R18 Commitments and Contingencies HTML 29K 32: R19 Leases HTML 84K 33: R20 Net Loss per Share HTML 54K 34: R21 Summary of Significant Accounting Policies HTML 109K (Policies) 35: R22 Summary of Significant Accounting Policies HTML 29K (Tables) 36: R23 Investments and Fair Value of Financial Assets and HTML 96K Liabilities (Tables) 37: R24 Property, Plant and Equipment, Net (Tables) HTML 45K 38: R25 Accrued Expenses and Other Current Liabilities HTML 35K (Tables) 39: R26 Debt (Tables) HTML 47K 40: R27 Stock-Based Compensation (Tables) HTML 103K 41: R28 Income Taxes (Tables) HTML 90K 42: R29 Leases (Tables) HTML 81K 43: R30 Net Loss per Share (Tables) HTML 55K 44: R31 Nature of the Business and Basis of Presentation HTML 58K (Details) 45: R32 Summary of Significant Accounting Policies HTML 37K (Details) 46: R33 Summary of Significant Accounting Policies - HTML 35K Estimated useful life (Details) 47: R34 Investments and Fair Value of Financial Assets and HTML 61K Liabilities (Details) 48: R35 Property, Plant and Equipment, Net (Details) HTML 56K 49: R36 Accrued Expenses and Other Current Liabilities HTML 34K (Details) 50: R37 Debt (Details) HTML 80K 51: R38 Debt - Current and Non current (Details) HTML 34K 52: R39 Equity (Details) HTML 52K 53: R40 Stock-Based Compensation (Details) HTML 38K 54: R41 Stock-Based Compensation - Granted to HTML 30K non-employees, prior to the adoption of ASU 2018-07 (Details) 55: R42 Stock-Based Compensation - Option activity HTML 78K (Details) 56: R43 Stock-Based Compensation - Performance based stock HTML 51K options (Details) 57: R44 Stock-Based Compensation - Restricted Common Stock HTML 57K (Details) 58: R45 Stock-Based Compensation - Compensation expense HTML 36K (Details) 59: R46 Income Taxes (Details) HTML 46K 60: R47 Income Taxes - U S federal statutory income tax HTML 42K rate (Details) 61: R48 Income Taxes - Net deferred tax assets (Details) HTML 51K 62: R49 Income Taxes - Valuation allowance for deferred HTML 25K tax assets (Details) 63: R50 Commitments and Contingencies - Collaborative HTML 29K Arrangements and Non-collaborative Arrangement (Details) 64: R51 Commitments and Contingencies - Defined HTML 29K Contribution Plan (Details) 65: R52 Leases (Details) HTML 50K 66: R53 Leases - Minimum lease payments (Details) HTML 40K 67: R54 Leases - Lease Portfolio (Details) HTML 45K 68: R55 Net Loss per Share - Weighted Average Shares HTML 39K (Details) 69: R56 Net Loss per Share - Antidilutive Securities HTML 29K (Details) 72: XML IDEA XML File -- Filing Summary XML 131K 70: XML XBRL Instance -- ruby-20211231x10k_htm XML 1.60M 71: EXCEL IDEA Workbook of Financial Reports XLSX 91K 10: EX-101.CAL XBRL Calculations -- ruby-20211231_cal XML 169K 11: EX-101.DEF XBRL Definitions -- ruby-20211231_def XML 485K 12: EX-101.LAB XBRL Labels -- ruby-20211231_lab XML 1.21M 13: EX-101.PRE XBRL Presentations -- ruby-20211231_pre XML 855K 9: EX-101.SCH XBRL Schema -- ruby-20211231 XSD 140K 73: JSON XBRL Instance as JSON Data -- MetaLinks 358± 527K 74: ZIP XBRL Zipped Folder -- 0001558370-22-002057-xbrl Zip 998K

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies

Commitments and Contingencies

10. Commitments and Contingencies

License Agreement with the Whitehead Institute for Biomedical Research

The Company has a license agreement with the Whitehead Institute for Biomedical Research (“WIBR”), as amended, under which the Company has been granted an exclusive, sublicensable, nontransferable license under certain patent families related to the development of the Company’s red blood cell therapies (the “WIBR License”). The Company is obligated to pay WIBR annual license maintenance fees of less than $0.1 million, as well as patent-related costs, including legal fees, and low single-digit royalties based on annual net sales of licensed products and licensed services by the Company and its sublicensees. Based on the progress the Company makes in the advancement of products covered by the licensed patent rights, the Company is required to make aggregate milestone payments of up to $1.6 million upon the achievement of specified preclinical, clinical and regulatory milestones. In addition, the Company is required to pay to WIBR a percentage of the non-royalty payments that it receives from sublicensees of the patent rights licensed by WIBR. This percentage varies from low single-digit to low double-digit percentages and will be based upon the clinical stage of the product that is the subject of the sublicense. Royalties shall be paid by the Company on a licensed product-by-licensed product and country-by-country basis, beginning on the first commercial sale of such licensed product in such country until expiration of the last valid patent claim covering such licensed product in such country.

The Company has the right to terminate the WIBR License in its entirety, on a patent-by-patent or country-by-country basis, at will upon three months’ notice to WIBR. WIBR may terminate the agreement upon breach of contract or in the event of the Company’s bankruptcy, liquidation, insolvency or cessation of business related to the license.

401(k) Plan

In January 2018, the Company established a defined-contribution plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The 401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual compensation on a pre-tax basis. The Company makes matching contributions at a rate of 50% of each employee’s contribution up to a maximum employee contribution of 6% of eligible plan compensation. For the years ended December 31, 2021, 2020 and 2019, the Company made matching contributions of $0.9 million, $0.8 million and $0.6 million, respectively.

Indemnification Agreements

In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, contract research organizations, business partners and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors and executive officers that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or service as directors or officers. The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. The Company has not incurred any material costs as a result of such indemnifications and is not currently aware of any indemnification claims.

Legal Proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

This ‘10-K’ Filing

Date

Other Filings

Filed on:

2/25/22

8-K

For Period end:

12/31/21

12/31/20

10-K

12/31/19

10-K, 4

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/27/23 Rubius Therapeutics, Inc. 10-K 12/31/22 77:7.2M 6/08/22 Rubius Therapeutics, Inc. S-3 6:1M Toppan Merrill/FA

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 8/09/21 Rubius Therapeutics, Inc. 10-Q 6/30/21 53:5.5M Toppan Merrill Bridge/FA 7/29/21 Rubius Therapeutics, Inc. 8-K:5,9 7/26/21 12:352K Toppan Merrill/FA 9/28/20 Rubius Therapeutics, Inc. 8-K:5,9 9/23/20 12:359K Toppan Merrill/FA 5/11/20 Rubius Therapeutics, Inc. 10-Q 3/31/20 53:5M Toppan Merrill Bridge/FA 3/12/20 Rubius Therapeutics, Inc. 10-K 12/31/19 86:13M Toppan Merrill Bridge/FA 11/14/19 Rubius Therapeutics, Inc. 10-Q 9/30/19 67:7.4M Toppan Merrill Bridge/FA 8/01/19 Rubius Therapeutics, Inc. S-3 7:1.7M Toppan Merrill-FA 5/15/19 Rubius Therapeutics, Inc. 10-K/A 12/31/18 5:313K Toppan Merrill Bridge/FA 12/21/18 Rubius Therapeutics, Inc. 8-K:1,2,9 12/21/18 2:749K Toppan Merrill/FA 7/23/18 Rubius Therapeutics, Inc. 8-K:5,8,9 7/17/18 3:223K Toppan Merrill/FA 7/09/18 Rubius Therapeutics, Inc. S-1/A 10:5.6M Toppan Merrill-FA 7/02/18 Rubius Therapeutics, Inc. S-1/A 7:1M Toppan Merrill-FA 6/22/18 Rubius Therapeutics, Inc. S-1 18:11M Toppan Merrill-FA

Rubius Therapeutics, Inc. – ‘10-K’ for 12/31/21 – ‘R18’

On: Friday, 2/25/22, at 8:30am ET · For: 12/31/21 · Accession #: 1558370-22-2057 · File #: 1-38586

Previous ‘10-K’: ‘10-K’ on 2/23/21 for 12/31/20 · Next & Latest: ‘10-K’ on 2/27/23 for 12/31/22 · 15 References:

Annual Report — Form 10-K

Filing Table of Contents

‘R18’ — Commitments and Contingencies

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing

13 Previous Filings that this Filing References

Rubius Therapeutics, Inc. – ‘10-K’ for 12/31/21 – ‘R18’

On: Friday, 2/25/22, at 8:30am ET · For: 12/31/21 · Accession #: 1558370-22-2057 · File #: 1-38586

Annual Report — Form 10-KFiling Table of Contents

‘R18’ — Commitments and Contingencies

This is an IDEA Financial Report. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

2 Subsequent Filings that Reference this Filing

13 Previous Filings that this Filing References

Annual Report — Form 10-K

Filing Table of Contents