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Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 19, 2021


Assembly Biosciences, Inc.

(Exact name of Registrant as Specified in Its Charter)






(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)




331 Oyster Point Blvd., Fourth Floor,

South San Francisco, California



(Address of Principal Executive Offices)


(Zip Code)

Registrant’s Telephone Number, Including Area Code: (833) 509-4583

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class





Name of each exchange on which registered

Common Stock, par value $0.001




The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 






Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 19, 2021, the Board of Directors (the “Board”) of Assembly Biosciences, Inc. (the “Company”) appointed Michael Houghton, Ph.D. as an independent, non-employee member of the Board effective immediately. In connection with Dr. Houghton’s appointment to the Board, the size of the Board increased from eight directors to nine directors. Dr. Houghton was also appointed a member of the Science and Technology Committee.

Dr. Houghton will participate in the standard independent, non-employee director compensation arrangements described in the proxy statement for the Company’s 2021 annual meeting of stockholders under the caption entitled “Director Compensation.” In addition, in connection with his appointment to the Board, Dr. Houghton was granted options to purchase 30,000 shares of the Company’s common stock, which will vest in three equal annual installments on the first, second and third anniversaries of the grant date, subject to Dr. Houghton’s continuous service on each vesting date.

There are no arrangements or understandings between Dr. Houghton and any other person pursuant to which he was selected to serve on the Board, and there are no relationships between Dr. Houghton and the Company that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing Dr. Houghton’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.








Press release dated July 20, 2021.



Cover Page Interactive Data File (embedded within the Inline XBRL document)























Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




Assembly Biosciences, Inc.





Date: July 20, 2021



/s/ Jason A. Okazaki




Jason A. Okazaki




Chief Legal and Business Officer