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.
Positive
Aggregate disclosed stake of 1,140,510 shares provides clear, material ownership transparency
Filing under Schedule 13G (passive) and an explicit certification that holdings are not intended to influence control
Negative
None.
Insights
TL;DR: Farallon disclosed a meaningful passive stake in ASMB with substantial warrant exposure, limited by a 4.99% ownership cap.
The filing shows the Farallon group holds 1,140,510 shares and 1,020,410 warrants convertible into shares subject to a contractual Beneficial Ownership Limitation of 4.99%. Because the report is filed under the passive Schedule 13G route, the group affirms the position is not held to influence control. For investors, the combination of direct shares plus warrants signals potential incremental demand for shares if warrants become exercisable and the ownership cap permits further conversion, but the current beneficial-ownership calculation excludes the warrants due to timing and the 60-day exercisability assumption.
TL;DR: Robust disclosure of ownership structure and reliance on passive-investor classification reduces immediate governance concerns.
The Schedule 13G identifies multiple fund entities, their general partners, and 17 individual Farallon managers as reporting persons, with the filers explicitly stating a passive intent. The filing clarifies shared voting/dispositive power across funds and disclaims affirmative group formation while attaching a joint acquisition statement. From a governance perspective, this level of transparency and the passive filing status suggest no immediate coordination to change control, though the presence of sizable shared positions warrants monitoring for any future Section 13D amendments.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Assembly Biosciences, Inc.
(Name of Issuer)
Common Stock, par value $0.001 per shares (the "Shares")
(Title of Class of Securities)
045396207
(CUSIP Number)
08/08/2025
(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)
SCHEDULE 13G
CUSIP No.
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
222,174.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
222,174.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
222,174.00
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)
1.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
208,105.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
208,105.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
208,105.00
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)
1.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
69,803.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
69,803.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
69,803.00
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)
0.4 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
45,211.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
45,211.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
45,211.00
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)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
54,002.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
54,002.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
54,002.00
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)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
462,782.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
462,782.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
462,782.00
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)
3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
30,637.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
30,637.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
30,637.00
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)
0.2 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
47,796.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
47,796.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
47,796.00
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)
0.3 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
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
1,092,714.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,092,714.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,092,714.00
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)
7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
54,002.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
54,002.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
54,002.00
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)
0.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
47,796.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
47,796.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
47,796.00
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)
0.3 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
045396207
1
Names of Reporting Persons
Fried, Richard B
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
045396207
1
Names of Reporting Persons
Patel, Rajiv 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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
045396207
1
Names of Reporting Persons
Seybold, William
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
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
1,140,510.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
1,140,510.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
1,140,510.00
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)
7.3 %
12
Type of Reporting Person (See Instructions)
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 entities and persons listed below, all of whom together are referred to herein as the "Reporting Persons".
(i) Farallon Capital Partners, L.P., a California limited partnership ("FCP"), with respect to the Shares held by it;
(ii) Farallon Capital Institutional Partners, L.P., a California limited partnership ("FCIP"), with respect to the Shares held by it;
(iii) Farallon Capital Institutional Partners II, L.P., a California limited partnership ("FCIP II"), with respect to the Shares held by it;
(iv) Farallon Capital Institutional Partners III, L.P., a Delaware limited partnership ("FCIP III"), with respect to the Shares held by it;
(v) Four Crossings Institutional Partners V, L.P., a Delaware limited partnership ("FCIP V"), with respect to the Shares held by it;
(vi) Farallon Capital Offshore Investors II, L.P., a Cayman Islands exempted limited partnership ("FCOI II"), with respect to the Shares held by it;
(vii) Farallon Capital F5 Master I, L.P., a Cayman Islands exempted limited partnership ("F5MI"), with respect to the Shares held by it; and
(viii) Farallon Capital (AM) Investors, L.P., a Delaware limited partnership ("FCAMI"), with respect to the Shares held by it.
FCP, FCIP, FCIP II, FCIP III, FCIP V, FCOI II, F5MI and FCAMI are together referred to herein as the "Farallon Funds."
(ix) Farallon Partners, L.L.C., a Delaware limited liability company (the "Farallon General Partner"), which is (i) the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and (ii) the sole member of the FCIP V General Partner (as defined below), with respect to the Shares held by each of the Farallon Funds other than F5MI.
(x) Farallon Institutional (GP) V, L.L.C., a Delaware limited liability company (the "FCIP V General Partner"), which is the general partner of FCIP V, with respect to the Shares held by FCIP V.
(xi) Farallon F5 (GP), L.L.C., a Delaware limited liability company (the "F5MI General Partner"), which is the general partner of F5MI, with respect to the Shares held by F5MI.
(xii) The following persons, each of whom is a managing member or senior managing member, as the case may be, of the Farallon General Partner, and a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, with respect to the Shares held by the Farallon Funds: Joshua J. Dapice ("Dapice"); Philip D. Dreyfuss ("Dreyfuss"); Hannah E. Dunn ("Dunn"); Richard B. Fried ("Fried"); Varun N. Gehani ("Gehani"); Nicolas Giauque ("Giauque"); David T. Kim ("Kim"); Michael G. Linn ("Linn"); Patrick (Cheng) Luo ("Luo"); Rajiv A. Patel ("Patel"); Thomas G. Roberts, Jr. ("Roberts"); Edric C. Saito ("Saito"); William Seybold ("Seybold"); Daniel S. Short ("Short"); Andrew J. M. Spokes ("Spokes"); John R. Warren ("Warren"); and Mark C. Wehrly ("Wehrly").
Dapice, Dreyfuss, Dunn, Fried, Gehani, Giauque, Kim, Linn, Luo, Patel, Roberts, Saito, Seybold, 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 citizenship of each of the Farallon Funds, the Farallon General Partner, the FCIP V General Partner and the F5MI General Partner 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.
As of the date of this report, the Farallon Funds hold an aggregate of: (i) 1,140,510 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.
The Shares reported hereby for the respective Farallon Funds are held directly by the respective Farallon Funds. The Farallon General Partner, as the general partner of each of FCP, FCIP, FCIP II, FCIP III, FCOI II and FCAMI, and as the sole member of the FCIP V General Partner, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds other than F5MI. The FCIP V General Partner, as the general partner of FCIP V, may be deemed to be a beneficial owner of such Shares held by FCIP V. The F5MI General Partner, as the general partner of F5MI, may be deemed to be a beneficial owner of such Shares held by F5MI. Each of the Farallon Individual Reporting Persons, as a managing member or senior managing member, as the case may be, of the Farallon General Partner, and as a manager or senior manager, as the case may be, of the FCIP V General Partner and the F5MI General Partner, in each case with the power to exercise investment discretion, may be deemed to be a beneficial owner of such Shares held by the Farallon Funds. Each of the Farallon General Partner, the FCIP V General Partner, the F5MI General Partner and the Farallon Individual Reporting Persons hereby disclaims any beneficial ownership of any such 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.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
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.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) 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.
The Reporting Persons are filing this Schedule 13G pursuant to Section 240.13d-1(c). The Reporting Persons neither disclaim nor affirm the existence of a group among them. Each Reporting Person is a beneficial owner only of the securities reported by it on its cover page.
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 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 Partners, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Managing Member of its General Partner
Date:
08/15/2025
Farallon Capital Institutional Partners, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Managing Member of its General Partner
Date:
08/15/2025
Farallon Capital Institutional Partners II, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Managing Member of its General Partner
Date:
08/15/2025
Farallon Capital Institutional Partners III, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Managing Member of its General Partner
Date:
08/15/2025
Four Crossings Institutional Partners V, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Manager of its General Partner
Date:
08/15/2025
Farallon Capital Offshore Investors II, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Managing Member of its General Partner
Date:
08/15/2025
Farallon Capital (AM) Investors, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Managing Member of its General Partner
Date:
08/15/2025
Farallon Capital F5 Master I, L.P.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Manager of its General Partner
Date:
08/15/2025
Farallon Partners, L.L.C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Managing Member
Date:
08/15/2025
Farallon Institutional (GP) V, L.L.C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Manager
Date:
08/15/2025
Farallon F5 (GP), L.L.C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, Manager
Date:
08/15/2025
Dapice Joshua J.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Dreyfuss, Philip D.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Dunn Hannah E.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn
Date:
08/15/2025
Fried, Richard B
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Gehani, Varun N.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Giauque, Nicolas
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Kim, David T.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Linn, Michael G.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Luo Patrick (Cheng)
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Patel, Rajiv A.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Roberts, Jr., Thomas G.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Saito Edric C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Seybold, William
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Short Daniel S.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Spokes, Andrew J. M.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Warren, John R.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Wehrly, Mark C.
Signature:
/s/ Hannah E. Dunn
Name/Title:
Hannah E. Dunn, as attorney-in-fact
Date:
08/15/2025
Exhibit Information
Exhibit 1. Joint Acquisition Statement Pursuant to Section 240.13d-1(k)
How many Assembly Biosciences (ASMB) shares does Farallon report owning?
The filers report aggregate ownership of 1,140,510 shares of ASMB.
Does Farallon hold warrants that could convert into ASMB shares?
Yes. The filing discloses 510,205 Class A Warrants and 510,205 Class B Warrants, totaling 1,020,410 warrants that may convert into shares subject to a beneficial ownership cap.
What ownership percentage does the filing show for the reporting persons?
Individual cover pages show percentages such as 7.3% for certain reporting persons and 7% for the Farallon Partners entity, with other funds reporting smaller percentages; the aggregate positions are disclosed on each cover page.
Are the warrants counted in the beneficial ownership total?
No. The Reporting Persons state they assumed the warrants are not exercisable within 60 days and therefore did not include them in the reported beneficial ownership due to the 4.99% Beneficial Ownership Limitation.
Under which rule was this Schedule 13G filed?
The filing states it was submitted pursuant to Section 240.13d-1(c), the passive-investor provision.
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