Assembly Biosciences, Inc. is reported to have 1,604,590 shares of common stock beneficially owned by investment partnerships managed by Farallon Capital Management, L.L.C., representing 8.1% of the outstanding shares. These holdings are attributed to several Farallon funds, while Farallon Capital Management and named managing members are reporting persons by virtue of their roles.
In addition, the Farallon funds hold 510,205 Class A Warrants, currently exercisable subject to limits, and 510,205 Class B Warrants, exercisable beginning on November 15, 2026. Each warrant is exercisable for one share, but a 4.99% Beneficial Ownership Limitation prevents exercises that would take the group’s beneficial ownership above that threshold. As a result, the 1,020,410 warrants are treated as not exercisable within 60 days and are excluded from the reported 8.1% beneficial ownership. The Farallon funds have the right to receive dividends and sale proceeds on the securities they hold.
Positive
None.
Negative
None.
Key Figures
Shares beneficially owned:1,604,590 sharesPercent of class:8.1%Class A Warrants:510,205+3 more
6 metrics
Shares beneficially owned1,604,590 sharesCommon stock of Assembly Biosciences held by Farallon funds
Percent of class8.1%Portion of Assembly Biosciences common stock reported as beneficially owned
Class A Warrants510,205Each currently exercisable, subject to Beneficial Ownership Limitation, for one share
Class B Warrants510,205Each exercisable beginning on November 15, 2026, subject to Beneficial Ownership Limitation
Beneficial Ownership Limitation4.99%Maximum beneficial ownership allowed after warrant exercise under warrant terms
Total warrants held1,020,410Aggregate Class A and Class B Warrants held by Farallon funds
Key Terms
Beneficial Ownership Limitation, Schedule 13G, beneficially owned, Class A Warrants, +2 more
6 terms
Beneficial Ownership Limitationregulatory
"may not be exercised to the extent that, after giving effect... more than 4.99% of the Shares"
A beneficial ownership limitation is a rule that caps the percentage of a company’s shares an investor can be treated as owning or controlling for voting, regulatory or tax purposes. It matters to investors because it can restrict how many shares a person or group can buy or vote, affect takeover chances, and influence share liquidity and value — like a speed limit that prevents any single driver from taking over the whole road.
Schedule 13Gregulatory
"Joint Acquisition Statement Pursuant to Section 240.13d-1(k)"
A Schedule 13G is a formal document that investors file with the government when they acquire a large ownership stake in a company, usually for investment purposes rather than control. It helps keep the public informed about who owns significant parts of a company's shares, which can influence how the company is managed and how investors make decisions. Filing this schedule is important for transparency and understanding the ownership landscape of publicly traded companies.
beneficially ownedregulatory
"As of the date requiring the filing of this statement, the Farallon Funds hold an aggregate of"
Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.
Class A Warrantsfinancial
"510,205 Class A Warrants (the "Class A Warrants"), each of which currently is exercisable"
Class B Warrantsfinancial
"510,205 Class B Warrants (the "Class B Warrants" and together with the Class A Warrants, the "Warrants")"
Class B warrants are tradable contracts that give the holder the right to buy a company's Class B shares at a fixed price before a set date. Think of them as a coupon for a specific model of a product: if the market price of those Class B shares rises above the coupon price, the warrant lets an investor buy shares more cheaply, offering leveraged upside but also the potential to dilute existing owners when converted.
investment managerfinancial
"Farallon Capital Management, L.L.C., a Delaware limited liability company (the "Investment Manager")"
How much of Assembly Biosciences (ASMB) does Farallon beneficially own?
Farallon-managed funds beneficially own 1,604,590 shares of Assembly Biosciences common stock, representing 8.1% of the outstanding class. These shares are held across multiple Farallon investment partnerships managed by Farallon Capital Management, L.L.C.
What warrants related to Assembly Biosciences (ASMB) does Farallon hold?
Farallon funds hold 510,205 Class A Warrants and 510,205 Class B Warrants, each exercisable for one ASMB share. Class A Warrants are currently exercisable; Class B Warrants become exercisable on November 15, 2026, subject to a Beneficial Ownership Limitation.
Why are Farallon’s Assembly Biosciences (ASMB) warrants excluded from beneficial ownership?
The filing applies a 4.99% Beneficial Ownership Limitation and a 60-day exercisability test. Because 1,020,410 warrants are treated as not exercisable within 60 days, they do not currently confer beneficial ownership of underlying ASMB shares.
Who are the reporting persons in the Assembly Biosciences (ASMB) Schedule 13G/A?
Reporting persons include Farallon Capital Management, L.L.C. as investment manager and multiple managing or senior managing members such as Joshua J. Dapice and Hannah E. Dunn, who report with respect to shares held by the Farallon funds.
Which Farallon funds hold Assembly Biosciences (ASMB) securities?
ASMB securities are held by several Farallon partnerships, including Farallon Capital Partners, L.P., Farallon Capital Institutional Partners entities, Four Crossings Institutional Partners V, L.P., and Cayman-based funds such as Farallon Capital Offshore Investors II, L.P. and Farallon Capital F5 Master I, L.P..
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)
Assembly Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per shares (the "Shares")
(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
Farallon Capital Management, L.L.C.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
IA, OO
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Farallon Capital Partners, L.P.
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
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Farallon Capital Institutional Partners, L.P.
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
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Farallon Capital Institutional Partners II, L.P.
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
CALIFORNIA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Farallon Capital Institutional Partners III, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Four Crossings Institutional Partners V, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Farallon Capital Offshore Investors II, L.P.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Farallon Capital (AM) Investors, L.P.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Farallon Capital F5 Master I, L.P.
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
CAYMAN ISLANDS
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Farallon Partners, L.L.C.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Farallon Institutional (GP) V, L.L.C.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Farallon F5 (GP), L.L.C.
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
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
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)
0 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Dapice Joshua J.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Dreyfuss, Philip D.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Dunn Hannah E.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Gehani, Varun N.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Giauque, Nicolas
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
FRANCE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Husen, Avner A.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Kim, David T.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Linn, Michael G.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Luo Patrick (Cheng)
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
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Roberts, Jr., Thomas G.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Saito Edric C.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Short Daniel S.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Spokes, Andrew J. M.
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
UNITED KINGDOM
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Warren, John R.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
SCHEDULE 13G
CUSIP Number(s):
045396207
1
Names of Reporting Persons
Wehrly, Mark C.
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
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
1,604,590.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,604,590.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,604,590.00
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)
8.1 %
12
Type of Reporting Person (See Instructions)
HC, IN
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, California 94080
Item 2.
(a)
Name of person filing:
This statement is filed by the entity and persons listed below, all of whom together are referred to herein as the "Reporting Persons."
(i) Farallon Capital Management, L.L.C., a Delaware limited liability company (the "Investment Manager"), which is the investment manager of certain investment partnerships and vehicles, including the Farallon Funds (as defined in Item 4), with respect to the Shares held by the Farallon Funds; and
(ii) The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Investment Manager, with respect to the Shares held by the Farallon Funds: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); Avner A. Husen ("Husen"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Patrick (Cheng) Luo ("Luo"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly").
Dapice, Dreyfuss, Dunn, Gehani, Giauque, Husen, Kim, Linn, Luo, Roberts, Saito, Short, Spokes, Warren and Wehrly are together referred to herein as the "Farallon Individual Reporting Persons."
(b)
Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is c/o Farallon Capital Management, L.L.C., One Maritime Plaza, Suite 2100, San Francisco, California 94111.
(c)
Citizenship:
The jurisdiction of organization of the Investment Manager is set forth above. Each of the Farallon Individual Reporting Persons, other than Giauque, Luo and Spokes, is a citizen of the United States. Giauque is a citizen of France. Luo is a citizen of China. Spokes is a citizen of the United Kingdom.
(d)
Title of class of securities:
Common Stock, par value $0.001 per shares (the "Shares")
(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:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
The Shares reported hereby as beneficially owned by the Reporting Persons are held directly by the following investment partnerships, of which the Investment Manager is the investment manager: (i) Farallon Capital Partners, L.P., a California limited partnership ("FCP"); (ii) Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"); (iii) Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"); (iv) Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"); (v) Four Crossings Institutional Partners V, L.P., a Delaware limited partnership ("FCIP V"); (vi) Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership ("FCOI II"); (vii) Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ("FCAMI"); and (viii) Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership ("F5MI").
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, FCAMI and F5MI are together referred to herein as the "Farallon Funds."
As of the date requiring the filing of this statement, the Farallon Funds hold an aggregate of: (i) 1,604,590 Shares; (ii) 510,205 Class A Warrants (the "Class A Warrants"), each of which currently is exercisable, subject to the Beneficial Ownership Limitation (as defined below), to purchase one Share; and (iii) 510,205 Class B Warrants (the "Class B Warrants" and together with the Class A Warrants, the "Warrants"), each of which is exercisable beginning on November 15, 2026, subject to the Beneficial Ownership Limitation, to purchase one Share.
The terms of the Warrants provide that the Warrants may not be exercised to the extent that, after giving effect to such exercise, the Reporting Persons would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 4.99% of the Shares then issued and outstanding (the "Beneficial Ownership Limitation"). Due to the Beneficial Ownership Limitation and the fact that the Class B Warrants are not exercisable until November 15, 2026, in providing the beneficial ownership information set forth herein, the Reporting Persons have assumed that the aggregate 1,020,410 Warrants held by the Farallon Funds are not exercisable within 60 days of the date hereof and therefore do not confer on the Reporting Persons beneficial ownership of any underlying Shares.
(b)
Percent of class:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
(ii) Shared power to vote or to direct the vote:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
(iii) Sole power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
(iv) Shared power to dispose or to direct the disposition of:
The information required by Items 4(a) - (c) and set forth in Rows 5 through 11 of the cover page for each Reporting Person is incorporated herein by reference for each such Reporting Person.
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 Farallon Funds have the right to receive dividends from, and the proceeds from the sale of, the securities of the Issuer beneficially owned by the Reporting Persons.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
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.
Farallon Capital Management, L.L.C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Managing Member
Date:
08/04/2026
Farallon Capital Partners, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Managing Member of its General Partner
Date:
08/04/2026
Farallon Capital Institutional Partners, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Managing Member of its General Partner
Date:
08/04/2026
Farallon Capital Institutional Partners II, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Managing Member of its General Partner
Date:
08/04/2026
Farallon Capital Institutional Partners III, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Managing Member of its General Partner
Date:
08/04/2026
Four Crossings Institutional Partners V, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Manager of its General Partner
Date:
08/04/2026
Farallon Capital Offshore Investors II, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Managing Member of its General Partner
Date:
08/04/2026
Farallon Capital (AM) Investors, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Managing Member of its General Partner
Date:
08/04/2026
Farallon Capital F5 Master I, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Manager of its General Partner
Date:
08/04/2026
Farallon Partners, L.L.C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Managing Member
Date:
08/04/2026
Farallon Institutional (GP) V, L.L.C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Manager
Date:
08/04/2026
Farallon F5 (GP), L.L.C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Manager
Date:
08/04/2026
Dapice Joshua J.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Dreyfuss, Philip D.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Dunn Hannah E.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn
Date:
08/04/2026
Gehani, Varun N.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Giauque, Nicolas
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Husen, Avner A.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Kim, David T.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Linn, Michael G.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Luo Patrick (Cheng)
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Roberts, Jr., Thomas G.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Saito Edric C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Short Daniel S.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Spokes, Andrew J. M.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Warren, John R.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Wehrly, Mark C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Attorney-In-Fact
Date:
08/04/2026
Exhibit Information
Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k)