Item 1.02. Termination of a Material Definitive Agreement.
On December 12, 2022 (the "Effective Date"), Rubius Therapeutics, Inc. (the
"Company") entered into an Agreement for Termination of Lease with ARE-MA Region
No. 58, LLC ("Landlord") for certain premises (the "Premises") located at 399
Binney Street, Cambridge, Massachusetts 02139 (the "Lease Termination
Agreement"). The Lease Termination Agreement provides that the Lease Agreement,
dated as of January 18, 2018, by and between the Company and Landlord (as
amended, the "Lease") will terminate on January 31, 2023 (the "Lease Termination
Date").
As consideration for Landlord's agreement to enter into the Lease Termination
Agreement and accelerate the expiration date of the term of the Lease, the
Company has agreed to: (a) pay to Landlord a lease termination payment of
approximately $6,973,308, consisting of (i) Landlord's right to draw the full
amount of a letter of credit that it currently holds under the Lease, in the
amount of $1,573,308, (ii) an initial payment of $4,300,000 due within three (3)
business days following the Effective Date, provided that Company has the right
to deduct from such initial payment $910,060.68, which constitutes rent
previously paid by Company to Landlord for the month of December 2022, and (iii)
a subsequent payment of $1,100,000 due on or before the Lease Termination Date,
and (b) convey ownership to Landlord of certain items of personal property,
furniture, fixtures and equipment located within the Premises. As set forth
therein, the Lease Termination Agreement also provides for certain contingent
payments payable by Landlord to the Company in the event that Landlord enters
into a new lease agreement for the Premises with a third party or parties (any
such third party, a "New Tenant") pursuant to which the New Tenant actually
commences paying rent during the period from February 1, 2023 through July 5,
2023. The Company will have no further rent obligations to Landlord pursuant to
the Lease following the Effective Date.
The foregoing description of the Lease Termination Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Lease Termination Agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
10.1 Agreement for Termination of Lease, dated December 12, 2022, by and
between Rubius Therapeutics, Inc. and ARE-MA Region No. 58, LLC.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
© Edgar Online, source Glimpses