Gilead Sciences Files SC 13D/A for Assembly Biosciences

TL;DR

Gilead just updated its stake in Assembly Bio. Watch this space.

AI Summary

On June 20, 2024, Gilead Sciences, Inc. filed an amendment to its Schedule 13D concerning Assembly Biosciences, Inc. This filing indicates a change in beneficial ownership for Gilead Sciences, Inc. regarding Assembly Biosciences, Inc. common stock.

Why It Matters

This filing signals a potential shift in control or significant investment by Gilead Sciences in Assembly Biosciences, which could impact Assembly's strategic direction and stock performance.

Risk Assessment

Risk Level: medium — Changes in beneficial ownership filings can indicate strategic moves by large companies, potentially leading to volatility for the target company.

Key Players & Entities

• Gilead Sciences, Inc. (company) — Filing party and potential acquirer/investor
• Assembly Biosciences, Inc. (company) — Subject company of the filing
• 0000904454-24-000393 (filing_id) — SEC Accession Number for this filing

FAQ

Key Financial Figures

• $0.001 — me of Issuer) Common Stock, par value $0.001 (Title of Class of Securities) (CUS
• $15.46 — rdquo;) at a combined purchase price of $15.46 per share of Common Stock and accompany
• $2.8 m — ion for such purchase was approximately $2.8 million, and such consideration was obtai
• $17.00 — rt, immediately at an exercise price of $17.00 per share and expires on June 18, 2029.

Filing Documents

• s13da_061724-assemblybio.htm (SC 13D/A) — 57KB
• 0000904454-24-000393.txt ( ) — 58KB

is amended to add the following paragraph immediately

Item 3 is amended to add the following paragraph immediately following the first paragraph: On June 17, 2024, Gilead entered into a Securities Purchase Agreement, between the Issuer and Gilead Sciences, Inc. (the “ 2024 Purchase Agreement ”), pursuant to which Gilead purchased 179,500 shares of Common Stock and a warrant to purchase 179,500 shares of Common Stock (the “ Warrant ”) at a combined purchase price of $15.46 per share of Common Stock and accompanying Warrant, which purchase occurred on June 17, 2024. The total consideration for such purchase was approximately $2.8 million, and such consideration was obtained from the available cash resources of Gilead.

Purpose

Item 4. Purpose of Transaction

is amended to add the following

Item 4 is amended to add the following immediately following the fifth paragraph: On June 17, 2024, the Issuer and Gilead entered into: (1) Amendment No. 1 to Common Stock Purchase Agreement (the “ SPA Amendment ”) and (2) Amendment No. 1 to Investor Rights Agreement (the “ IRA Amendment ” and, together with the SPA Amendment, the “ Amendments ”), which amend the Common Stock Purchase Agreement (the “ SPA ”) and the Investor Rights Agreement (the “ IRA ” and together with the SPA, the “ Equity Agreements ”), respectively, entered into between the Issuer and Gilead on October 15, 2023. The SPA Amendment (1) extends the Equity Financing Deadline (as defined in the SPA) from the date that is nine months after the date of the SPA to the date that is 12 months after the date of the SPA and (2) extends various deadlines relating to the Issuer’s ability to require Gilead to purchase additional shares of Common Stock from six or nine months, as applicable, after the Issuer receives stockholder approval to six or nine months, as applicable, following the occurrence of the Issuer meeting the Company Additional Share Purchase Condition (as defined in the SPA). The IRA Amendment extends the requirement that the Issuer use good faith efforts to complete an Equity Financing (as defined in the IRA) from nine months after October 15, 2023 to 12 months after October 15, 2023. The foregoing descriptions of the Amendments are not complete and are subject to and qualified in their entirety by reference to the full text of such amendments, which are attached as Exhibits 99.1 and 99.2 hereto and incorporated herein by reference. Securities Purchase Agreement and Warrants On June 17, 2024, pursuant to the 2024 Purchase Agreement, the Issuer issued and sold to Gilead, and Gilead purchased from the Issuer, 179,500 shares of Common Stock and a warrant to purchase 179,500 shares of Common Stock at a combined

Interest

Item 5. Interest in Securities of the Issuer (a)-(b) Number of shares of Common Stock beneficially owned: Gilead 1,268,972 shares Percent of class: Gilead 19.99% The percentage ownership was calculated based upon 6,345,561 shares of common stock of the Issuer issued and outstanding, which 6,345,561 shares is equal to the sum of (i) 5,531,561 shares of common stock of the Issuer issued and outstanding as of June 14, 2024, as represented by the Issuer to Gilead in the 2024 Purchase Agreement, plus (ii) 179,500 shares of common stock issued by the Issuer to Gilead on June 17, 2024 pursuant to the 2024 Purchase Agreement, plus (iii) 634,500 shares of common stock issued by the Issuer to Armistice Capital LLC on June 17, 2024 pursuant to the Securities Purchase Agreement, dated June 16, 2024, between the Issuer and Armistice Capital LLC. Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: Gilead 1,268,972 shares (ii) Shared power to vote or to direct the vote: Gilead 0 shares (iii) Sole power to dispose or to direct the disposition of: Gilead 1,268,972 shares (iv) Shared power to dispose or to direct the disposition of: Gilead 0 shares To the best knowledge of the Reporting Person, none of the individuals listed on Schedule I beneficially owns any of the Issuer’s Common Stock. The Reporting Person beneficially owns the Warrant to purchase 179,500 shares of Common Stock that was acquired from the Issuer on June 17, 2024. The Warrant held by the Reporting Person is subject to a limitation pursuant to which the Reporting Persons may not exercise the Warrant if such exercise would cause the Reporting Person to beneficially own Common Stock in an amount exceeding the “Beneficial Ownership Limitation” (as defined in the Warrant) then in effect. The Beneficial Ownership Limitation is subject to adjustment upon 61 days’ notice by the holder of the Warrant to the Issuer and, as of the

Contracts,

Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to Securities of the Issuer Except as disclosed in Items 3 and 4 of this Amendment No. 1, there are no contracts, arrangements, understandings or relationships (legal or otherwise) to which the Reporting Person is a party with respect to the securities of the Issuer.

Materials

Item 7. Materials to Be Filed as Exhibits Exhibit 99.1 Amendment No. 1 to Common Stock Purchase Agreement, dated June 17, 2024, between Assembly Biosciences, Inc. and Gilead Sciences, Inc. (incorporated by reference to Exhibit 10.3 of Assembly Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2024) Exhibit 99.2 Amendment No. 1 to Investor Rights Agreement, dated June 17, 2024, between Assembly Biosciences, Inc. and Gilead Sciences, Inc. (incorporated by reference to Exhibit 10.4 of Assembly Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2024) Exhibit 99.3 Securities Purchase Agreement, dated June 17, 2024, between Assembly Biosciences, Inc. and Gilead Sciences, Inc. (incorporated by reference to Exhibit 10.2 of Assembly Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2024) Exhibit 99.4 Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.2 of Assembly Biosciences, Inc.’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 18, 2024) CUSIP No. 0453961080 Page 6 SIGNATURE After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Date: June 20, 2024 GILEAD SCIENCES, INC. By: /s/ Andrew D. Dickinson Name: Andrew D. Dickinson Title: Chief Financial Officer CUSIP No. 0453961080 Page 7 Schedule I The name and present principal occupation of each of the executive officers and directors of Gilead Sciences, Inc. are set forth below. Unless otherwise noted, each of these persons have as their business address c/o Gilead Sciences, Inc., 333 Lakeside Drive, Foster City, California 94404. Name Title Citizenship Principal Occupation and, if not employed by

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