ASMB Files 8-K on Shareholder Vote & Other Events

TL;DR

**ASMB just filed an 8-K about a shareholder vote, signaling potential big changes.**

AI Summary

Assembly Biosciences, Inc. filed an 8-K on February 2, 2024, reporting an event that occurred on January 31, 2024. This filing indicates that the company submitted matters to a vote of security holders and disclosed other events. For investors, this matters because shareholder votes often relate to significant corporate actions like mergers, executive compensation, or changes to company structure, which can directly impact the stock's future performance and shareholder value.

Why It Matters

This filing signals that important corporate decisions are being made or have been made, potentially affecting the company's strategic direction and financial health.

Risk Assessment

Risk Level: medium — The filing itself is administrative, but the underlying 'matters submitted to a vote' could carry significant risk or opportunity depending on their nature.

Analyst Insight

A smart investor would monitor subsequent filings from Assembly Biosciences, Inc. for details on the 'matters submitted to a vote of security holders' to understand the implications for the company's future strategy and valuation.

Key Numbers

• 20240131 — Date of earliest event reported (Indicates when the reported event occurred.)
• 001-35005 — Commission File Number (Unique identifier for Assembly Biosciences, Inc. with the SEC.)
• 12 — Public Document Count (Number of documents associated with this filing.)
• 20240202 — Filed As Of Date (The date the 8-K was officially filed with the SEC.)

Key Players & Entities

• Assembly Biosciences, Inc. (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for Assembly Biosciences, Inc.
• The Nasdaq Global Select Market (company) — exchange where Assembly Biosciences, Inc. common stock is registered
• ASMB (company) — trading symbol for Assembly Biosciences, Inc.
• $0.001 (dollar_amount) — par value of Common Stock

Forward-Looking Statements

• Assembly Biosciences will disclose the specific outcomes of the shareholder vote in a subsequent filing. (Assembly Biosciences, Inc.) — high confidence, target: 2024-03-31

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 ASMB The Nasdaq Global Select Marke

Filing Documents

• asmb-20240131.htm (8-K) — 49KB
• 0000950170-24-010475.txt ( ) — 169KB
• asmb-20240131.xsd (EX-101.SCH) — 31KB
• asmb-20240131_htm.xml (XML) — 5KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders. On January 31, 2024, Assembly Biosciences, Inc. held a special meeting of stockholders (the "Special Meeting"). The matters listed below were submitted to a vote of the Company's stockholders at the Special Meeting through the solicitation of proxies. Detailed descriptions of each of the proposals are included in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on December 21, 2023. 1. The stockholders approved a series of alternate amendments to the Company's Sixth Amended and Restated Certificate of Incorporation to effect, at the discretion of the Company's Board of Directors (the "Board"), a reverse stock split of the Company's common stock at a ratio to be determined by the Board within a range of 1-for-7 to 1-for-17 (or any number in between) without reducing the authorized number of shares of the common stock. Votes For Votes Against Abstain Broker Non-Votes 27,368,737 9,630,231 870,391 — 2. The stockholders approved, subject to certain conditions, the issuance of shares of common stock to Gilead Sciences, Inc. ("Gilead") pursuant to Nasdaq Listing Rules 5635(a) and 5635(b). Pursuant to Nasdaq Listing Rule 5635 and IM-5635-2, all votes cast "for" this proposal attributable to any of the shares of common stock issued to Gilead under the Stock Purchase Agreement, dated October 17, 2023, by and between the Company and Gilead, have been disregarded for purposes of determining whether this proposal was approved. Votes For Votes Against Abstain Broker Non-Votes 16,223,280 666,785 82,766 7,822,860 3. The stockholders approved an adjournment of the Special Meeting to a later date or dates, if necessary, to solicit additional proxies if there are not sufficient votes in favor of the foregoing proposals. Votes For Votes Against Abstain Broker Non-Votes 28,022,618 9,651,509 195,232 — No other m

01 Other Events

Item 8.01 Other Events. On January 31, 2024, following the Special Meeting, the Board approved a reverse stock split ratio of 1-for-12. The Company expects to effectuate the reverse stock split as soon as practicable. 1

SIGNATURES

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: February 2, 2024 By: /s/ John O. Gunderson John O. Gunderson VP, General Counsel and Corporate Secretary 2

View Full Filing

View this 8-K filing on SEC EDGAR