[SCHEDULE 13G] Assembly Biosciences, Inc SEC Filing

Rhea-AI Filing Summary

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

Positive

• Disclosed material stake of 9.9% which provides transparency to investors about a significant holder
• Clear split between issued shares and pre-funded warrant shares, improving clarity on the economic exposure reported
• Filing identifies the investment manager and managing partners, clarifying who exercises voting and investment discretion

Negative

• Beneficial ownership limitation of 9.99% restricts ability to acquire a larger stake without adjusting the cap mechanics
• Series A and Series B warrants excluded from the aggregate due to the ownership cap, which could complicate full disclosure of potential future dilution or acquisition

Insights

Financial Analyst

TL;DR: A near-10% stake disclosed; ownership structure uses pre-funded warrant and warrants subject to a 9.99% cap.

The filing shows an economically significant position equal to 9.9% of ASMB's common stock based on the stated share count. The position is split between outright shares and shares exercisable via a pre-funded warrant, with additional Series A and Series B warrants noted but excluded due to the stated beneficial ownership cap. For valuation or voting-impact analysis, use the 1,615,981-share figure and consider the ownership limitation when assessing potential for future increases in stake.

Corporate Governance Expert

TL;DR: Reporting shows coordinated control via investment manager and managing partners with shared voting/dispositive power.

The disclosure clarifies that Commodore Capital, as investment manager, and its managing partners exercise shared voting and dispositive authority over the reported shares. The filing includes a certification that the holdings are not intended to change or influence control. The presence of pre-funded warrants and ownership caps is relevant to governance because it limits unilateral accumulation above the reported level without adjusting for the cap mechanics.

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

(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

Commodore Capital LP

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 1,615,981.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,615,981.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,615,981.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13G

CUSIP No. 045396207

1

Names of Reporting Persons

Commodore Capital Master LP

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 1,615,981.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,615,981.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,615,981.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

PN

SCHEDULE 13G

CUSIP No. 045396207

1

Names of Reporting Persons

Robert Egen Atkinson

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 1,615,981.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,615,981.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,615,981.00

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)

9.9 %

12

Type of Reporting Person (See Instructions)

HC, IN

SCHEDULE 13G

CUSIP No. 045396207

1

Names of Reporting Persons

Michael Kramarz

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 1,615,981.00
7	Sole Dispositive Power 0.00
8	Shared Dispositive Power 1,615,981.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

1,615,981.00

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)

9.9 %

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: Commodore Capital LP Commodore Capital Master LP Robert Egen Atkinson Michael Kramarz Each a "Filer."
(b)	Address or principal business office or, if none, residence: The address for Commodore Capital LP, Robert Egen Atkinson, and Michael Kramarz is 444 Madison Avenue, Floor 35, New York, NY 10022. The address for Commodore Capital Master LP is c/o Maples Corporate Services Limited, Ugland House, South Church Street, PO Box 309, Grand Cayman KY1-1104, Cayman Islands.
(c)	Citizenship: See Item 4 of the cover page for each Filer.
(d)	Title of class of securities: Common Stock, par value $0.001
(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: See Item 9 of the cover page for each Filer. This report on Schedule 13G is being filed by Commodore Capital LP (the "Firm"), Commodore Capital Master LP ("Commodore Master"), Michael Kramarz, and Robert Egen Atkinson. The Firm is the investment manager to Commodore Master. As of August 8, 2025, the Firm may be deemed to beneficially own an aggregate of 1,615,981 shares Common Stock, par value $0.001 per share (the "Common Stock"), consisting of (i) 1,000,000 shares of the Common Stock and (ii) 615,981 shares of Common Stock each Filer has the right to acquire through the exercise of a pre-funded warrant ("Pre-Funded Warrant") of Assembly Biosciences, Inc. (the "Issuer"), which is subject to a beneficial ownership limitation of 9.99% (the "Beneficial Ownership Limitation"). The foregoing excludes (i) 424,839 shares of Common Stock underlying the Pre-Funded Warrant, which is subject to the Beneficial Ownership Limitation, (ii) Series A Warrants to purchase up to 1,020,410 shares of Common Stock because the exercise of the Series A Warrants is subject to a beneficial ownership limitation of 9.99%, and (iii) Series B Warrants to purchase up to 1,020,410 shares of Common Stock because the exercise of the Series B Warrants is subject to a beneficial ownership limitation of 9.99%. The Firm, as the investment manager to Commodore Master, may be deemed to beneficially own these securities. Michael Kramarz and Robert Egen Atkinson are the managing partners of the Firm and exercise investment discretion with respect to these securities. Ownership percentages are based on 15,560,009 shares of the Issuer's Common Stock outstanding as of August 8, 2025 as issued in the Issuer's Rule 424(b)(5) Prospectus Supplement filed with the Securities and Exchange Commission on August 11, 2025, plus 615,981 shares of Common Stock which the Filers may acquire upon the exercise of the Pre-Funded Warrant, subject to the Beneficial Ownership Limitation.
(b)	Percent of class: See Item 11 of the cover page for each Filer.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: See Item 5 of the cover page for each Filer.
	(ii) Shared power to vote or to direct the vote: See Item 6 of the cover page for each Filer.
	(iii) Sole power to dispose or to direct the disposition of: See Item 7 of the cover page for each Filer.
	(iv) Shared power to dispose or to direct the disposition of: See Item 8 of the cover page for each Filer.
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.
	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 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.

Commodore Capital LP

Signature:	Michael Kramarz
Name/Title:	Managing Partner
Date:	08/15/2025

Commodore Capital Master LP

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	08/15/2025

Robert Egen Atkinson

Signature:	Robert Egen Atkinson
Name/Title:	Authorized Signatory
Date:	08/15/2025

Michael Kramarz

Signature:	Michael Kramarz
Name/Title:	Authorized Signatory
Date:	08/15/2025

Exhibit Information

Exhibit 1: Joint Filing Agreement

FAQ

How many Assembly Biosciences (ASMB) shares did Commodore Capital report owning?

The filers reported beneficial ownership of 1,615,981 shares, representing 9.9% of the class per the filing.

What components make up the 1,615,981 shares reported in the Schedule 13G?

The amount consists of 1,000,000 issued shares plus 615,981 shares issuable upon exercise of a pre-funded warrant held by the filers.

Are there any limits on how many additional ASMB shares the filers can acquire?

Yes. The filing states a beneficial ownership limitation of 9.99% that applies to the pre-funded warrant and certain other warrants, limiting further acquisition under those instruments.

Who exercises voting and investment discretion over the reported shares?

Commodore Capital, as the investment manager, and managing partners Michael Kramarz and Robert Egen Atkinson exercise shared voting and dispositive power according to the filing.

Were any warrants excluded from the reported aggregate shares?

Yes. The filing excludes 424,839 shares underlying the pre-funded warrant and Series A and Series B warrants to purchase up to 1,020,410 shares each because they are subject to the 9.99% ownership limitation.