UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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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 |
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Description |
10.1 |
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Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan. |
10.2 |
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Assembly Biosciences, Inc. Second Amended and Restated 2018 Employee Stock Purchase Plan. |
104 |
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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.
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Assembly Biosciences, Inc. |
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Date: June 3, 2024 |
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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 |
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