UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On October 5, 2022, Assembly Biosciences, Inc. (the “Company”) issued a press release announcing that, as part of a planned succession process, John G. McHutchison, A.O., M.D. will retire from his role as Chief Executive Officer of the Company, effective December 31, 2022. Jason A. Okazaki, 46, the Company’s President and Chief Operating Officer has been appointed President and Chief Executive Officer and a member of the Company’s Board of Directors (the “Board”), each effective January 1, 2023. Dr. McHutchison, who was appointed Chief Executive Officer in 2019, will remain a Board member and will assume the role of Chairman of the Board’s Science and Technology Committee effective January 1, 2023.
Since joining the Company in 2020, Mr. Okazaki has held positions of increasing responsibility with the Company. Mr. Okazaki served as the Company’s Chief Legal and Business Officer from March 2020 until August 2021, when he was elected Chief Operating Officer. Mr. Okazaki was elected to serve as the Company’s President effective August 1, 2022 and has since served as President and Chief Operating Officer. Further details of Mr. Okazaki’s business experience are included in the “Executive Officers” section of the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2022.
There are no arrangements or understandings between Mr. Okazaki and any other person pursuant to which he was elected to serve as Chief Executive Officer. There are also no family relationships between Mr. Okazaki and any director or executive officer of the Company, and Mr. Okazaki has no direct or indirect interest in any transaction or proposed transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
The Company will report any compensation arrangements related to the transition after determination by the Compensation Committee of the Board.
Item 7.01 Regulation FD Disclosure.
On October 5, 2022 the Company issued a press release announcing the transition. The press release is attached hereto as Exhibit 99.1 and incorporated herein solely for purposes of this Item 7.01.
The information in this Item 7.01, including Exhibit 99.1 to this Current Report on Form 8-K, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such a filing. This Current Report on Form 8-K shall not be deemed an admission as to the materiality of any information in the Current Report that is required to be disclosed solely by Regulation FD.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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99.1 |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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Assembly Biosciences, Inc. |
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Date: October 5, 2022 |
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By: |
/s/ John O. Gunderson |
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John O. Gunderson |
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VP, General Counsel and Corporate Secretary |