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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 29, 2024

Assembly Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-35005

20-8729264

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

 

 

 

Two Tower Place, 7th Floor,

South San Francisco, California

94080

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (833) 509-4583

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.001

 

ASMB

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company

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.

Amended and Restated 2018 Stock Incentive Plan

At the Assembly Biosciences, Inc. (the “Company”) 2024 Annual Meeting held on May 29, 2024 (the “Annual Meeting”), the Company’s stockholders approved the Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan (the “Amended and Restated 2018 Plan”). The Amended and Restated 2018 Plan increased the number of shares reserved for issuance thereunder by 220,000 shares of common stock to 1,103,333 shares.

A summary of the material terms and conditions of the Amended and Restated 2018 Plan is set forth is set forth as a part of Proposal 5 in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2024 (the “Proxy Statement”). That summary is qualified in its entirety by reference to the full text of the Amended and Restated 2018 Plan, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.

Second Amended and Restated 2018 Employee Stock Purchase Plan

At the Annual Meeting, the Company’s stockholders approved the Assembly Biosciences, Inc. Second Amended and Restated 2018 Employee Stock Purchase Plan (the “Second Amended and Restated 2018 ESPP”). The Second Amended and Restated 2018 ESPP (1) increased the number of shares reserved for issuance thereunder to 164,500 shares and (2) removed the maximum number of shares purchasable under the Second Amended and Restated 2018 ESPP per offering period.

A summary of the material terms and conditions of the Second Amended and Restated 2018 ESPP is set forth as a part of Proposal 6 in the Proxy Statement and is incorporated herein by reference. That summary is qualified in its entirety by reference to the full text of the Second Amended and Restated 2018 ESPP, which is attached hereto as Exhibit 10.2 and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 29, 2024, the matters listed below were submitted to a vote of the Company’s stockholders at the Annual Meeting through the solicitation of proxies. Detailed descriptions of each of the proposals are included in the Proxy Statement. The results of the stockholders’ votes are as follows:

1. William R. Ringo, Jr., Anthony E. Altig, Tomas Cihlar, Ph.D., Gina Consylman, Robert D. Cook II, Sir Michael Houghton, Ph.D., Lisa R. Johnson-Pratt, M.D., Susan Mahony, Ph.D., John G. McHutchison, A.O., M.D. and Jason A. Okazaki were each elected to serve on the Company’s Board of Directors until the Company’s 2025 annual meeting of stockholders and until their successors are duly elected and qualified.

Director Nominee

Votes For

Votes Against

Abstain

Broker Non-Votes

William R. Ringo, Jr.

2,357,609

81,571

6,456

657,217

Anthony E. Altig

2,368,877

73,597

3,162

657,217

Tomas Cihlar, Ph.D.

2,396,763

46,054

2,819

657,217

Gina Consylman

2,423,143

19,328

3,165

657,217

Robert D. Cook II

2,398,024

44,448

3,164

657,217

Sir Michael Houghton, Ph.D.

2,383,382

19,194

43,060

657,217

Lisa R. Johnson-Pratt, M.D.

2,370,787

29,960

44,889

657,217

Susan Mahony, Ph.D.

2,422,878

19,937

2,821

657,217

John G. McHutchison, A.O., M.D.

2,398,440

46,203

993

657,217

Jason A. Okazaki

2,433,188

11,256

1,192

657,217

2. The stockholders approved, on a non-binding advisory basis, the Company’s named executive officers’ compensation disclosed in the Proxy Statement.

Votes For

Votes Against

Abstain

Broker Non-Votes

2,364,369

35,903

45,364

657,217

3. The stockholders voted, on a non-binding advisory basis, on the frequency of future advisory votes to approve the Company’s named executive officers’ compensation. Consistent with a majority of the votes cast with respect to this proposal and the recommendation of the Board, the Company will hold a stockholder advisory vote on the compensation of the Company’s named executive officers annually until the next required vote on the frequency of stockholder votes on the compensation of the Company’s

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named executive officers as required pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 and Section 14A of the Securities Exchange Act of 1934, as amended.

One Year

Two Years

Three Years

Abstain

Broker Non-Votes

2,421,138

8,234

9,443

6,821

657,217

 

4. The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

Votes For

Votes Against

Abstain

Broker Non-Votes

3,074,737

13,787

14,329

0

5. The stockholders approved the Amended and Restated 2018 Plan to increase the number of shares reserved for issuance thereunder by 220,000.

 

Votes For

Votes Against

Abstain

Broker Non-Votes

2,359,037

84,557

2,042

657,217

6. The stockholders approved the Second Amended and Restated 2018 ESPP, to (1) increase the number of shares reserved for issuance thereunder to 164,500 shares and (2) remove the maximum number of shares purchasable under the Second Amended and Restated 2018 ESPP per offering period.

 

Votes For

Votes Against

Abstain

Broker Non-Votes

2,441,055

32,386

2,195

657,217

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

Description

10.1

Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan.

 10.2

Assembly Biosciences, Inc. Second Amended and Restated 2018 Employee Stock Purchase Plan.

 104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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.

 

Assembly Biosciences, Inc.

Date: June 3, 2024

By:

/s/ John O. Gunderson

John O. Gunderson

VP, General Counsel and Corporate Secretary

 

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