Assembly Bioscie SEC Filings

Assembly Biosciences, Inc. is registering up to 6,980,811 shares of common stock for resale by a selling stockholder. The prospectus covers an offering and resale from time to time by Gilead Sciences, Inc. and its permitted transferees, under a shelf registration, and Assembly will not sell any shares itself under this document.

The shares include stock Gilead previously acquired under several purchase agreements, as well as shares issuable upon exercise of related warrants. Because this is a secondary offering, any sale proceeds will go to the selling stockholder, while Assembly will cover registration and related listing expenses.

Assembly is a biotechnology company focused on therapies for serious viral diseases, including clinical‑stage programs in recurrent genital herpes, hepatitis B and delta viruses, and transplant‑related herpesviruses. Its common stock trades on the Nasdaq Global Select Market under the symbol ASMB, and the last reported sale price was $36.73 per share on November 20, 2025. Investors are directed to detailed risk factors incorporated by reference.

Assembly Biosciences (ASMB) reported Q3 results and strengthened its balance sheet. Collaboration revenue was $10,789 thousand, up from $6,845 thousand a year ago. Operating expenses were $21,672 thousand, leading to a net loss of $9,196 thousand, or $0.72 per share. For the nine months, collaboration revenue reached $29,834 thousand and net loss was $28,212 thousand.

Liquidity improved materially. In August 2025, the company raised gross proceeds of $175.0 million through an underwritten offering and a concurrent private placement. As of September 30, 2025, cash, cash equivalents and marketable securities totaled $232.6 million. Management states these funds meet operating requirements beyond one year, resolving prior going concern conditions. Deferred revenue from a related party was $44,078 thousand, supporting ongoing program funding. Shares outstanding were 15,816,987 as of September 30, 2025; as of November 7, 2025, there were 15,817,140 shares outstanding.

Pipeline execution continued with multiple Phase 1 programs, and Gilead-related collaboration revenue and accounts receivable of $912 thousand reflected active cost sharing under the agreement.

Assembly Biosciences, Inc. filed a current report to share that it has released its financial results for the quarter ended September 30, 2025. On November 10, 2025, the company issued a press release describing these quarterly results, which is included with the report as Exhibit 99.1. The company notes that this press release is being furnished under the results of operations and financial condition disclosure rules, rather than being formally filed under those provisions.

Assembly Biosciences, Inc. filed a resale registration for up to 6,980,811 shares of common stock to be offered by the selling stockholder. The company is not selling shares in this transaction and will not receive proceeds from any resale; it will bear registration-related expenses under an Investor Rights Agreement.

The shares covered include stock previously issued and shares issuable upon exercise of warrants tied to prior purchase agreements. The selling stockholder may sell from time to time through methods described under Plan of Distribution, including brokerage transactions, block trades, exchange distributions, privately negotiated transactions, hedging transactions and other methods permitted by law.

ASMB trades on Nasdaq Global Select Market. On October 13, 2025, the last reported sale price was $27.66 per share. Shares outstanding were 15,560,009 as of August 8, 2025; this is a baseline figure, not the amount being offered.

RA Capital Management, L.P., RA Capital Healthcare Fund, L.P., and principals Peter Kolchinsky and Rajeev Shah reported collective beneficial ownership of 1,530,615 shares of Assembly Biosciences, Inc. common stock, representing 9.5% of the class based on 15,560,009 shares outstanding plus 510,205 shares issuable upon exercise of Class A Warrants. The Fund directly holds 1,020,410 shares and warrants exercisable for up to 510,205 shares (Class A immediately exercisable; Class B exercisable beginning November 15, 2026). The warrants include a Beneficial Ownership Blocker preventing exercise that would raise ownership above 9.99%.

The Fund delegated sole voting and dispositive power over its holdings to RA Capital, and RA Capital and the individual managers disclaim beneficial ownership except as required for Section 13(d) reporting. The filing states the positions were not acquired to influence control of the issuer.

Assembly Biosciences, Inc. Schedule 13G/A filed by Alexander Schornstein reports he beneficially owns 543,523 shares of common stock, representing 3.49% of the outstanding class based on 15,560,009 shares. The filing amends prior Schedule 13G to correct clerical errors and to update ownership through the filing date. Ownership comprises 451,219 shares held directly and 92,024 shares held by Camino Capital GmbH, of which Mr. Schornstein is sole beneficial owner. The filer states he no longer owns at least 5% of the company and is therefore not required to file further amendments under Rule 13d-2(d).

Farallon-affiliated investment vehicles and related persons reported aggregate ownership of 1,140,510 shares of Assembly Biosciences (ASMB), representing the position disclosed across the filing. The group also holds 510,205 Class A Warrants (currently exercisable subject to a 4.99% beneficial ownership limitation) and 510,205 Class B Warrants (exercisable beginning on a future date), for a total of 1,020,410 warrants that could convert into additional shares subject to the limitation.

The Schedule 13G is filed under the passive-investor provision, and the filers state the warrants are assumed not exercisable within 60 days for beneficial-ownership calculations. The filing lists the Farallon Funds, their general partners, and numerous individual Farallon managers as reporting persons and discloses shared voting and dispositive power over the reported shares.

Commodore Capital and affiliated persons disclosed a 1,615,981-share position in Assembly Biosciences, representing 9.9% of outstanding common stock. The reported holdings comprise 1,000,000 issued shares plus 615,981 shares issuable upon exercise of a pre-funded warrant, subject to a 9.99% beneficial ownership limitation. The filing identifies Commodore Capital LP, Commodore Capital Master LP and two individual managing partners as filers and states the Firm acts as investment manager with shared voting and dispositive power over the reported shares. Certain additional warrants and underlying shares are excluded from the reported aggregate because they are subject to the same ownership limitation.

Alexander Schornstein amended a prior Schedule 13D to report his beneficial ownership in Assembly Biosciences, Inc. He beneficially owns 728,113 shares of common stock, representing 4.68% of the outstanding class based on 15,560,009 shares reported in the registraton statement. The total includes 607,089 shares held directly by Mr. Schornstein and 92,024 shares held by Camino Capital GmbH, of which he is the sole beneficial owner with sole voting and dispositive power. The filing states Mr. Schornstein no longer owns at least 5% of the company and therefore is no longer required to file further Schedule 13D amendments. The statement affirms these holdings and the classification of the filing under Rule 13d-1.