Assembly Biosciences, Inc. reports that Janus Henderson Group Ltd., as parent of multiple affiliated asset managers, is deemed the beneficial owner of 1,359,514 shares of common stock, including shares obtainable through warrant exercises. This position represents 6.9% of Assembly Biosciences’ common stock. Janus Henderson has no sole voting or dispositive power over these shares but holds shared voting and shared dispositive power over 1,359,514 shares through its asset manager subsidiaries, which exercise investment and/or voting discretion for their clients’ managed portfolios. The managed portfolios retain the right to receive all dividends and sale proceeds, and the filing notes that only Janus Henderson Biotech Innovation Master Fund Ltd. has rights to more than five percent of the common stock, but is not a separate reporting person due to an irrevocable delegation of investment and voting discretion.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:1,359,514 sharesPercent of class:6.9%Sole voting power:0 shares+3 more
6 metrics
Shares beneficially owned1,359,514 sharesCommon stock of Assembly Biosciences, Inc. beneficially owned by Janus Henderson-related asset managers
Percent of class6.9%Portion of Assembly Biosciences common stock attributed to Janus Henderson’s beneficial ownership
Sole voting power0 sharesShares over which Janus Henderson reports sole power to vote
Shared voting power1,359,514 sharesShares over which Janus Henderson reports shared power to vote
Sole dispositive power0 sharesShares over which Janus Henderson reports sole power to dispose
Shared dispositive power1,359,514 sharesShares over which Janus Henderson reports shared power to dispose
"may be deemed to be the beneficial owner of 1,359,514 common stock"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Managed Portfoliosfinancial
"collectively referred to herein as Managed Portfolios"
shared voting powerfinancial
"Shared Voting Power 1,359,514.00"
Shared voting power occurs when two or more parties jointly have the right to vote or decide how a block of company shares is cast, like co-owners who must agree before moving a piece of furniture. Investors care because who controls voting rights affects board elections, major corporate decisions and takeover outcomes, and shared control can alter regulatory disclosures and the practical influence any holder has over a company’s direction and value.
shared dispositive powerfinancial
"Shared Dispositive Power 1,359,514.00"
irrevocable delegation of investment and voting discretionfinancial
"Due to an irrevocable delegation of investment and voting discretion to an Asset Manager"
Power of Attorneyregulatory
"Exhibit 24: Power of Attorney"
A power of attorney is a legal document that allows one person to make decisions and act on behalf of another person, often in financial or legal matters. It’s like giving someone a trusted helper or agent the authority to handle important tasks if you are unable to do so yourself. This matters to investors because it can impact how their assets are managed or transferred if they become unable to oversee their affairs.
FAQ
How many ASMB shares does Janus Henderson Group Ltd. report as beneficially owned?
Janus Henderson Group Ltd. is deemed the beneficial owner of 1,359,514 ASMB common shares, including shares obtainable through warrant exercises. This stake is held through various asset manager subsidiaries exercising investment and voting discretion for managed portfolios.
What percentage of Assembly Biosciences (ASMB) does Janus Henderson’s reported stake represent?
The reported holding represents 6.9% of Assembly Biosciences’ common stock. This percentage is based on 1,359,514 shares beneficially owned through managed portfolios advised by Janus Henderson’s affiliated asset managers.
Does Janus Henderson have sole or shared voting power over its ASMB shares?
Janus Henderson reports 0 shares with sole voting power and 1,359,514 shares with shared voting power. The shared power is exercised through affiliated asset managers on behalf of their managed portfolios rather than directly by Janus Henderson.
Who receives dividends and sale proceeds from the ASMB shares held by Janus Henderson entities?
The managed portfolios advised by Janus Henderson’s asset managers receive all dividends and sale proceeds. Janus Henderson and its asset managers disclaim any ownership associated with rights to receive dividends or proceeds from these securities.
Which Janus Henderson fund holds more than 5% of ASMB’s common stock?
Only Janus Henderson Biotech Innovation Master Fund Ltd. has rights to dividends or sale proceeds on more than 5% of ASMB common stock. It is not treated as a reporting person due to irrevocable delegation of investment and voting discretion to an asset manager.
What is the nature of Janus Henderson’s beneficial ownership in ASMB?
Janus Henderson’s beneficial ownership arises because its asset manager subsidiaries exercise investment and/or voting discretion for clients’ managed portfolios. The filing notes this may be deemed beneficial ownership, even though economic rights belong to the underlying portfolios.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
ASSEMBLY BIOSCIENCES, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
045396207
(CUSIP Number)
06/30/2026
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
schemaVersion:
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
JANUS HENDERSON GROUP Ltd.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
JERSEY
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,359,514.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,359,514.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,359,514.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
6.9 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
ASSEMBLY BIOSCIENCES, INC.
(b)
Address of issuer's principal executive offices:
TWO TOWER PLACE, 7TH FLOOR
SOUTH SAN FRANCISCO, CA 94080
Item 2.
(a)
Name of person filing:
Janus Henderson Group Ltd.
In accordance with SEC Release No. 34-39538 (January 12, 1998), this Schedule 13G reflects the securities beneficially owned, or deemed to be beneficially owned, by Janus Henderson Group Ltd. It does not include securities, if any, beneficially owned by Janus Henderson Group Ltd.s ultimate parent Jupiter Topco LLC, the direct or indirect owners of Jupiter Topco LLC, or other persons that may be deemed under control of such owners. Any beneficial ownership by such persons has been disaggregated from that of Janus Henderson Group Ltd. in accordance with the release.
(b)
Address or principal business office or, if none, residence:
201 Bishopsgate
EC2M 3AE, United Kingdom
(c)
Citizenship:
Y9
(d)
Title of class of securities:
Common Stock
(e)
CUSIP No.:
045396207
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Janus Henderson Group Ltd. (JHG) is the ultimate parent of a number of SEC-registered investment advisers and foreign equivalents thereof, including but not limited to Janus Henderson Investors US LLC, Janus Henderson Investors UK Limited, Janus Henderson Investors Australia Institutional Funds Management Limited, Janus Henderson Investors Middle East Limited, Janus Henderson Investors (Jersey) Limited, Janus Henderson Investors (Japan) Limited, Janus Henderson Investors (Singapore) Limited, Kapstream Capital Pty Limited, Privacore Capital Advisors LLC, Tabula Investment Management Limited, Victory Park Capital Advisors LLC, and Richard Berstein Advisors LLC (each, an Asset Manager and together, the Asset Managers). The Asset Managers generally exercise investment and/or voting discretion on behalf of their clients which include investment companies, other investment advisers, institutional separate accounts and retail separate accounts (collectively referred to herein as Managed Portfolios).
As a result of their exercise of investment and/or voting discretion on behalf of the Managed Portfolios, the Asset Managers may be deemed to be the beneficial owner of 1,359,514 common stock of Assembly Biosciences, Inc., including shares that may be obtained through exercise of warrants. Included in this However, the Asset Managers do not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaim any ownership associated with such rights.
(b)
Percent of class:
6.9 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
0
(ii) Shared power to vote or to direct the vote:
1359514
(iii) Sole power to dispose or to direct the disposition of:
0
(iv) Shared power to dispose or to direct the disposition of:
1359514
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
The Managed Portfolios have the right to receive all dividends from, and the proceeds from the sale of, the securities held in their respective accounts.
Of the Managed Portfolios, only the Janus Henderson Biotech Innovation Master Fund Ltd. has the right to receive dividends from, or the proceeds from the sale of, more than five percent of the common stock of Assembly Biosciences, Inc. Due to an irrevocable delegation of investment and voting discretion to an Asset Manager on less than 60 days notice, the Fund is not considered a Reporting Person under Section 13(d) and (g).
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
Please refer to Exhibit 99.
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
N/A
Item 9.
Notice of Dissolution of Group.
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
N/A
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
