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): May 21, 2026
Assembly Biosciences, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-35005 |
20-8729264 |
(State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
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Two Tower Place, 7th Floor, South San Francisco, California |
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94080 |
(Address of Principal Executive Offices) |
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(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
Common Stock, par value $0.001 |
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ASMB |
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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 1.01 Entry into a Material Definitive Agreement.
On May 21, 2026, Assembly Biosciences, Inc. (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Guggenheim Securities, LLC ("Guggenheim Securities") and UBS Securities LLC, as representatives of the several underwriters listed in Schedule A thereto (the "Underwriters"), in connection with the issuance and sale, in an underwritten, registered offering (the "Offering"), of: (1) 3,358,602 shares (the "Offering Shares") of the Company's common stock, par value $0.001 per share (the "Common Stock"), at an offering price of $26.50 per share; and (2) pre-funded warrants (the "Pre-Funded Warrants") to purchase up to an aggregate of 415,000 shares of Common Stock (the "Pre-Funded Warrant Shares"), at an offering price of $26.499 per Pre-Funded Warrant. The Offering Shares, and the Pre-Funded Warrants and the Pre-Funded Warrant Shares are referred to collectively as the "Securities."
In addition, pursuant to the Underwriting Agreement, the Company granted the Underwriters a 30-day option to purchase up to 566,040 additional shares of Common Stock on the same terms as the Offering Shares, and the Underwriters exercised the option in full on May 22, 2026 (the “Option Exercise”). The Company received net proceeds of approximately $107.4 million from the Offering and the Option Exercise, after deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.
The Underwriting Agreement contains customary representations, warranties, covenants and conditions. In the Underwriting Agreement, the Company agreed to indemnify the Underwriters against certain liabilities that could be incurred by them in connection with the Offering. Subject to certain exceptions, the Company’s executive officers and directors agreed not to sell or otherwise dispose of any of the shares of Common Stock held by them for a period beginning on the date of execution of the applicable lock-up agreements by each such executive officer and director and ending 90 days after the date of the final prospectus supplement filed with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the Offering pursuant to Rule 424(b) under the Securities Act of 1933, as amended, without first obtaining the written consent of Guggenheim Securities.
The Pre-Funded Warrants have an initial exercise price of $0.001 per share and became immediately exercisable on the date of issuance. The Pre-Funded Warrants do not have a termination date.
A holder of the Pre-Funded Warrants may not exercise any portion of the Pre-Funded Warrants to the extent that such holder would beneficially own more than 4.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants. However, upon at least 61 days’ prior notice from a holder to the Company, such holder may increase or decrease such beneficial ownership threshold of outstanding Common Stock (measured after exercising any portion of that holder’s Pre-Funded Warrants), as applicable, up to 9.99%, or 19.99% in the case of a holder who beneficially owns more than 9.99% of the Common Stock immediately prior to the issue date of such Pre-Funded Warrants, of the Common Stock outstanding immediately after giving effect to the exercise, as such percentage ownership is determined in accordance with the terms of the Pre-Funded Warrants.
The exercise price and the number of shares of Common Stock issuable upon exercise of the Pre-Funded Warrants is subject to appropriate adjustment (but not below the par value of the Common Stock) in the event of certain stock dividends, stock splits, stock combinations or issuances by reclassification affecting the Common Stock and the exercise price.
The Offering was made pursuant to (1) an effective Registration Statement on Form S-3 (File No. 333-294459) filed with the SEC on March 19, 2026 and (2) a related prospectus supplement dated May 21, 2026. The closing of the offering occurred on May 26, 2026.
The foregoing summaries of the Offering, the Underwriting Agreement and the Securities do not purport to be complete and are qualified in their entirety by reference to the definitive transaction documents. Copies of the Underwriting Agreement and the form of Pre-Funded Warrant are attached hereto as Exhibits 1.1 and 4.1, respectively, and are incorporated herein by reference.
A copy of the Skadden, Arps, Slate, Meagher & Flom LLP opinion relating to the legality of the issuance and sale of the Securities offered in the Offering, and shares of Common Stock issuable upon exercise of the Pre-Funded Warrants in the Offering, is attached as Exhibit 5.1 and is incorporated herein by reference.
Item 8.01 Other Events.
On May 22, 2026, the Company issued a press release announcing the pricing of the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein.
The Company also issued a press release on May 26, 2026 announcing the closing of the Offering. A copy of the press release is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
1.1 |
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Underwriting Agreement, dated May 21, 2026, by and between the Company and Guggenheim Securities, LLC and UBS Securities LLC. |
4.1 |
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Form of Pre-Funded Warrant. |
5.1 |
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Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
23.1 |
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Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1). |
99.1 |
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Press release dated May 22, 2026. |
99.2 |
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Press release dated May 26, 2026. |
104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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.
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Assembly Biosciences, Inc. |
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Date: May 26, 2026 |
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By: |
/s/ John O. Gunderson |
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John O. Gunderson |
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VP, General Counsel and Corporate Secretary |
Exhibit 99.1
Assembly Biosciences Announces Pricing of $100 Million
Offering of Common Stock and Pre-Funded Warrants
SOUTH SAN FRANCISCO, Calif. – May 22, 2026 – Assembly Biosciences, Inc. (Nasdaq: ASMB), a biotechnology company developing innovative therapeutics targeting serious viral and liver diseases, today announced the pricing of an underwritten, registered offering (the offering) of an aggregate of 3,358,602 shares of common stock at an offering price per share of common stock of $26.50, and, to certain investors in lieu of common stock, pre-funded warrants to purchase up to 415,000 shares of common stock at an offering price per pre-funded warrant of $26.499, which represents the per share offering price of the common stock less the $0.001 exercise price per share for each pre-funded warrant. Gross proceeds from the offering, before deducting underwriting discounts and commissions and other offering expenses, are expected to be approximately $100 million. Assembly Bio has also granted the underwriters a 30-day option to purchase up to an additional 566,040 shares of common stock at the offering price, less underwriting discounts and commissions.
The offering includes participation from new and existing investors, including Gilead Sciences, Inc., Commodore Capital, Farallon Capital Management, Seven Fleet Capital, Sirenia Capital Management LP, Columbia Threadneedle Investments, Paradigm BioCapital Advisors, Squadron Capital Management, a large global mutual fund, and other healthcare-dedicated investors.
All shares of common stock and pre-funded warrants to be sold in the offering will be offered by Assembly Bio. The offering is expected to close on or about May 26, 2026, subject to the satisfaction of customary closing conditions.
Assembly Bio plans to use the net proceeds from the offering to fund clinical development of pipeline candidates and for general corporate purposes.
Guggenheim Securities and UBS Investment Bank are acting as joint book-running managers for the offering. Mizuho is also acting as a book-running manager for the offering. H.C. Wainwright & Co. is acting as lead manager for the offering.
A shelf registration statement relating to the securities being sold in the offering has been filed with the Securities and Exchange Commission (SEC) and was declared effective on March 27, 2026. A preliminary prospectus supplement and a final prospectus supplement relating to the offering will be filed with the SEC and will be available on the SEC’s website at www.sec.gov. When available, copies of the preliminary prospectus supplement and final prospectus supplement may be obtained by contacting Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, New York 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or UBS Securities LLC, Attention: Prospectus Department, UBS Investment Bank, 11 Madison Avenue, New York, New York 10010 or by email at ol-prospectus-request@ubs.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Assembly Biosciences
Assembly Biosciences is a biotechnology company dedicated to the development of innovative small-molecule therapeutics designed to change the path of serious viral and liver diseases and improve the lives of patients worldwide. Led by an accomplished team of leaders in viral and liver diseases, Assembly Bio is committed to improving outcomes for patients struggling with the serious, chronic impacts of herpesvirus, hepatitis delta virus (HDV) infections, cholestatic liver diseases and hepatitis B virus (HBV).
Forward-Looking Statements
The information in this press release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to materially differ. These forward-looking statements include statements about the offering, including the expected timing and completion thereof and use of proceeds therefrom. These risks and uncertainties include: Assembly Bio’s ability to realize the potential benefits of its collaboration with Gilead Sciences, Inc. (Gilead), including all financial aspects of the collaboration and equity investments; Assembly Bio’s ability to initiate and complete clinical studies involving its therapeutic product candidates, including studies contemplated by Assembly Bio’s collaboration with Gilead, in the currently anticipated timeframes or at all; safety and efficacy data from clinical or nonclinical studies may not warrant further development of Assembly Bio’s product candidates; clinical and nonclinical data may not differentiate Assembly Bio’s product candidates from other companies’ candidates; Assembly Bio’s ability to maintain financial resources necessary to continue its research activities, clinical studies and other business operations; potential effects of changes in government regulation; results of nonclinical studies may not be representative of disease behavior in a clinical setting and may not be predictive of the outcomes of clinical studies; and other risks identified from time to time in Assembly Bio’s reports filed with the U.S. Securities and Exchange Commission (the SEC). You are urged to consider statements that include the words may, will, would, could, should, might, believes, hopes, estimates, projects, potential, expects, plans, anticipates, intends, continues, forecast, designed, goal or the negative of those words or other comparable words to be uncertain and forward-looking. Assembly Bio intends such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. More information about Assembly Bio’s risks and uncertainties are more fully detailed under the heading “Risk Factors” in Assembly Bio’s filings with the SEC, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Except as required by law, Assembly Bio assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Investors:
Patrick Till
Meru Advisors
(484) 788-8560
investor_relations@assemblybio.com
Media:
Jamie Strachota
Sam Brown Healthcare Communications, Inc.
(703) 819-7647
ASMBMedia@sambrown.com
Exhibit 99.2
Assembly Biosciences Announces the Closing of its Offering of Common Stock and Pre-Funded Warrants and Full Exercise of the Underwriters’ Option to Purchase Additional Shares
SOUTH SAN FRANCISCO, Calif. – May 26, 2026 – Assembly Biosciences, Inc. (Nasdaq: ASMB), a biotechnology company developing innovative therapeutics targeting serious viral and liver diseases, today announced the closing of its previously announced underwritten registered offering of 3,924,624 shares of its common stock at an offering price per share of common stock of $26.50, which includes the exercise in full by the underwriters of their option to purchase 566,040 additional shares of common stock. In addition, and in lieu of common stock, Assembly Bio sold to a certain existing investor pre-funded warrants to purchase up to an aggregate of 415,000 shares of common stock at an offering price per pre-funded warrant of $26.499, which represents the per share offering price of the common stock less the $0.001 per share exercise price for each such pre-funded warrant. The aggregate gross proceeds to Assembly Bio from this offering were approximately $115.0 million before deducting underwriting discounts and commissions and other offering expenses payable by the company. Assembly Bio intends to use the net proceeds from the sale of the common stock and pre-funded warrants to fund clinical development of pipeline candidates and for general corporate purposes.
Guggenheim Securities and UBS Investment Bank acted as joint book-running managers for the offering. Mizuho is also acted as a book-running manager for the offering. H.C. Wainwright & Co. acted as lead manager for the offering.
A shelf registration statement relating to the securities sold in the offering was filed with the Securities and Exchange Commission (SEC) and was declared effective on March 27, 2026. A preliminary prospectus supplement and a final prospectus supplement relating to the offering were filed with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and final prospectus supplement may be obtained by contacting Guggenheim Securities, LLC, Attention: Equity Syndicate Department, 330 Madison Avenue, 8th Floor, New York, New York 10017, by telephone at (212) 518-9544, or by email at GSEquityProspectusDelivery@guggenheimpartners.com; or UBS Securities LLC, Attention: Prospectus Department, UBS Investment Bank, 11 Madison Avenue, New York, New York 10010 or by email at ol-prospectus-request@ubs.com.
This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Assembly Biosciences
Assembly Biosciences is a biotechnology company dedicated to the development of innovative small-molecule therapeutics designed to change the path of serious viral and liver diseases and improve the lives of patients worldwide. Led by an accomplished team of leaders in viral and liver diseases, Assembly Bio is committed to improving outcomes for patients struggling with the serious, chronic impacts of herpesvirus, hepatitis delta virus (HDV) infections, cholestatic liver diseases and hepatitis B virus (HBV).
Forward-Looking Statements
The information in this press release contains forward-looking statements that are subject to certain risks and uncertainties that could cause actual results to materially differ. These forward-looking statements include statements about the offering, including the expected use of proceeds therefrom. These risks and uncertainties include: Assembly Bio’s ability to realize the potential benefits of its collaboration with Gilead Sciences, Inc. (Gilead), including all financial aspects of the collaboration and equity investments; Assembly Bio’s ability to initiate and complete clinical studies involving its therapeutic product candidates, including studies contemplated by Assembly Bio’s collaboration with Gilead, in the currently anticipated timeframes or at all; safety and efficacy data from clinical or nonclinical studies may not warrant further development of Assembly Bio’s product candidates; clinical and nonclinical data may not differentiate Assembly Bio’s product candidates from other companies’ candidates; Assembly Bio’s ability to maintain financial resources necessary to continue its research activities, clinical studies and other business operations; potential effects of changes in government regulation; results of nonclinical studies may not be representative of disease behavior in a clinical setting and may not be predictive of the outcomes of clinical studies; and other risks identified from time to time in Assembly Bio’s reports filed with the U.S. Securities and Exchange Commission (the SEC). You are urged to consider statements that include the words may, will, would, could, should, might, believes, hopes, estimates, projects, potential, expects, plans, anticipates, intends, continues, forecast, designed, goal or the negative of those words or other comparable words to be uncertain and forward-looking. Assembly Bio intends such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. More information about Assembly Bio’s risks and uncertainties are more fully detailed under the heading “Risk Factors” in Assembly Bio’s filings with the SEC, including its most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Except as required by law, Assembly Bio assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts:
Investors:
Patrick Till
Meru Advisors
(484) 788-8560
investor_relations@assemblybio.com
Media:
Jamie Strachota
Sam Brown Healthcare Communications, Inc.
(703) 819-7647
ASMBMedia@sambrown.com
