Assembly Biosciences Reports Bylaw & Security Holder Rights Changes

TL;DR

**ASMB just filed an 8-K detailing changes to shareholder rights and company bylaws, watch for impact on governance.**

AI Summary

ASSEMBLY BIOSCIENCES, INC. filed an 8-K on February 13, 2024, reporting events that occurred on February 8, 2024. The filing indicates material modifications to the rights of its security holders and amendments to its Articles of Incorporation or Bylaws. The Delaware-incorporated company also reported 'Other Events' and 'Financial Statements and Exhibits' in this filing.

Why It Matters

Changes to security holder rights or corporate bylaws can significantly impact investor control, voting power, and the company's operational flexibility, potentially affecting its governance structure and future strategic decisions.

Risk Assessment

Risk Level: medium — Modifications to security holder rights and corporate bylaws can alter investor influence and corporate governance, introducing uncertainty until specific details are disclosed.

Key Players & Entities

• ASSEMBLY BIOSCIENCES, INC. (company) — Registrant
• Delaware (location) — State of Incorporation
• February 8, 2024 (date) — Date of earliest event reported
• February 13, 2024 (date) — Filed as of date
• VENTRUS BIOSCIENCES INC (company) — Former company name

FAQ

From the Filing

0000950170-24-014534.txt : 20240213 0000950170-24-014534.hdr.sgml : 20240213 20240213160521 ACCESSION NUMBER: 0000950170-24-014534 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 14 CONFORMED PERIOD OF REPORT: 20240208 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20240213 DATE AS OF CHANGE: 20240213 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASSEMBLY BIOSCIENCES, INC. CENTRAL INDEX KEY: 0001426800 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] ORGANIZATION NAME: 03 Life Sciences IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-35005 FILM NUMBER: 24625660 BUSINESS ADDRESS: STREET 1: TWO TOWER PLACE STREET 2: 7TH FLOOR CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 BUSINESS PHONE: (833) 409-4583 MAIL ADDRESS: STREET 1: TWO TOWER PLACE STREET 2: 7TH FLOOR CITY: SOUTH SAN FRANCISCO STATE: CA ZIP: 94080 FORMER COMPANY: FORMER CONFORMED NAME: VENTRUS BIOSCIENCES INC DATE OF NAME CHANGE: 20080211 8-K 1 asmb-20240208.htm 8-K 8-K false 0001426800 --12-31 0001426800 2024-02-08 2024-02-08     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): February 8, 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 3.03 Material Modification to Rights of Security Holders. The information contained in Item 5.03 below is incorporated by reference into this Item 3.03. Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. On February 9, 2024, Assembly Biosciences, Inc. (the "Company"), filed an amendment (the "Amendment") to its Sixth Amended and Restated Certificate of Incorporation (the "Charter") with the Secretary of State of the State of Delaware to effect a 1-for-12 rev