UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities registered pursuant to Section 12(b) of the Act:
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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.
At the Assembly Biosciences, Inc. (the “Company”) Annual Meeting of Stockholders held on May 25, 2022 (the “Annual Meeting”), the Company’s stockholders approved Amendment No. 5 (the “Amendment”) to the Assembly Biosciences, Inc. Stock Incentive Plan (the “2018 Plan”) to increase the number of shares reserved for issuance thereunder from 6,600,000 shares of common stock to 8,600,000 shares. A copy of the Amendment is attached as Exhibit 10.1 and is incorporated herein by reference.
A summary of the material terms of the 2018 Plan, as amended by the Amendment, is set forth as a part of Proposal 4 in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2022 (the “Proxy Statement”) and is incorporated by reference herein. That summary is qualified in its entirety by reference to the full text of the 2018 Plan incorporating the Amendment, set forth as Appendix B of the Proxy Statement, which is also incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the Annual Meeting, the Company’s stockholders approved a proposal to adopt the Sixth Amended and Restated Certificate of Incorporation, which amends and restates the Company’s Fifth Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock, par value $0.001 per share, from 100,000,000 shares to 150,000,000 shares. The Sixth Amended and Restated Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on May 25, 2022. A copy of the Sixth Amended and Restated Certificate of Incorporation is attached hereto as Exhibit 3.1 and is incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 25, 2022, the matters listed below were submitted to a vote of the Company’s stockholders at the Annual Meeting through the solicitation of proxies. Detailed descriptions of each of the proposals are included in the Proxy Statement. The results of the stockholders’ votes are as follows:
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1. |
William R. Ringo, Jr., Anthony E. Altig, Gina Consylman, Richard D. DiMarchi, Ph.D., Sir Michael Houghton, Ph.D., Lisa R. Johnson-Pratt, M.D., Susan Mahony, Ph.D. and John G. McHutchison, A.O., M.D. were each elected to serve on the Company’s Board of Directors until the Company’s 2023 annual meeting of stockholders and until their successors are duly elected and qualified. |
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Director Nominee |
Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
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William R. Ringo, Jr. |
16,272,456 |
730,498 |
301,943 |
8,711,873 |
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Anthony E. Altig |
16,271,194 |
730,394 |
303,309 |
8,711,873 |
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Gina Consylman |
16,461,347 |
536,385 |
307,165 |
8,711,873 |
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Richard D. DiMarchi, Ph.D. |
16,467,724 |
535,630 |
301,543 |
8,711,873 |
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Sir Michael Houghton, Ph.D. |
16,559,866 |
443,463 |
301,568 |
8,711,873 |
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Lisa R. Johnson-Pratt, M.D. |
16,466,173 |
536,743 |
301,981 |
8,711,873 |
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Susan Mahony, Ph.D. |
16,491,969 |
511,319 |
301,609 |
8,711,873 |
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John G. McHutchison, A.O., M.D. |
16,523,026 |
516,445 |
265,426 |
8,711,873 |
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2. |
The stockholders approved, on a non-binding advisory basis, the Company’s named executive officers’ compensation disclosed in the Proxy Statement. |
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Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
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13,062,278 |
4,152,970 |
89,649 |
8,711,873 |
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3. |
The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. |
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Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
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25,379,797 |
291,273 |
345,700 |
0 |
1
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4. |
The stockholders approved an amendment to the 2018 Plan to increase the number of shares reserved for issuance thereunder by 2,000,000. |
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Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
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15,368,256 |
1,901,972 |
34,669 |
8,711,873 |
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5. |
The stockholders approved the amendment and restatement of the Company’s Fifth Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 shares to 150,000,000 shares. |
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Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
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24,608,053 |
1,382,818 |
25,899 |
0 |
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6. |
The stockholders approved a stock option exchange program for non-executive employees. |
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Votes For |
Votes Against |
Abstain |
Broker Non-Votes |
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15,974,727 |
1,264,069 |
66,101 |
8,711,873 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
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Description |
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3.1 |
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Sixth Amended and Restated Certificate of Incorporation, dated May 25, 2022. |
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10.1 |
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Amendment No. 5 to Assembly Biosciences, Inc. 2018 Stock Incentive Plan. |
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104 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURES
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.
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Assembly Biosciences, Inc. |
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Date: May 27, 2022 |
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By: |
/s/ Jason A. Okazaki |
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Jason A. Okazaki |
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Chief Operating Officer |
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