Assembly Biosciences Files 8-K on Material Agreement

TL;DR

Assembly Bio filed an 8-K on Dec 19, 2024, covering a material agreement and equity sales.

AI Summary

On December 19, 2024, Assembly Biosciences, Inc. filed an 8-K report detailing a material definitive agreement. The filing also covers unregistered sales of equity securities and includes financial statements and exhibits. The company is incorporated in Delaware and its principal executive offices are located in South San Francisco, California.

Why It Matters

This 8-K filing indicates significant corporate activity, potentially involving new agreements or equity transactions that could impact the company's financial standing and future operations.

Risk Assessment

Risk Level: medium — Material definitive agreements and unregistered sales of equity can introduce financial and operational risks, requiring careful investor scrutiny.

Key Numbers

• 20241219 — Filing Date (Indicates the date the 8-K was officially submitted.)

Key Players & Entities

• Assembly Biosciences, Inc. (company) — Registrant
• December 19, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of Incorporation
• South San Francisco, California (location) — Address of Principal Executive Offices
• 001-35005 (identifier) — SEC File Number

FAQ

Key Financial Figures

• $0.001 — ch registered Common Stock, par value $0.001 ASMB The Nasdaq Global Select Marke
• $10.0 million — ) the Company will receive a payment of $10.0 million from Gilead and (2) the opt-in fee paya
• $21.37 — y's common stock at a purchase price of $21.37 per share, which represents a 35% premi

Filing Documents

• asmb-20241219.htm (8-K) — 49KB
• asmb-ex10_1.htm (EX-10.1) — 50KB
• 0000950170-24-138242.txt ( ) — 225KB
• asmb-20241219.xsd (EX-101.SCH) — 31KB
• asmb-20241219_htm.xml (XML) — 5KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On December 19, 2024, Assembly Biosciences, Inc. (the "Company") and Gilead Sciences, Inc. ("Gilead") entered into First Amendment (the "First Amendment") to Option, License and Collaboration Agreement (the "Collaboration Amendment"). Pursuant to the First Amendment, certain option time points and fees payable to the Company by Gilead under the terms of the Collaboration Agreement have been restructured due to the agreed upon development plan for ABI-6250 (the "Development Plan"). To facilitate the Development Plan, (1) the Company will receive a payment of $10.0 million from Gilead and (2) the opt-in fee payable by Gilead in connection with ABI-6250 has been restructured, though it remains in the range of opt-in fees previously disclosed. The $10.0 million payment is creditable towards future collaboration-related payments payable by Gilead. The total aggregate payments contemplated under the terms of the Collaboration Agreement are unchanged by the First Amendment. The foregoing description is qualified in its entirety by reference to the full text of the First Amendment, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. On December 19, 2024, Gilead elected to purchase an additional 940,499 shares (the "Additional Shares") of the Company's common stock at a purchase price of $21.37 per share, which represents a 35% premium to the lower of the 30-day volume weighted average price immediately prior to the date of purchase. The Additional Shares were purchased pursuant to the Common Stock Purchase Agreement entered into between the Company and Gilead on October 15, 2023, as amended by Amendment No. 1 to the Common Stock Purchase Agreement, dated as of June 17, 2024. The Additional Shares are being sold to Gilead pursuant to Section 4(a)(2) of the Securities Act of 1933, as amended, as a sale to a single accredited investor.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description 10.1* First Amendment to Option, License and Collaboration Agreement, dated December 19, 2024, by and between the Company and Gilead Sciences, Inc. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10). 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: December 19, 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