Large owner Gilead Sciences, Inc. bought 2,295,920 shares, increasing direct ownership by 104% to 4,505,391 units (SEC Form 4)
$ASMB
Biotechnology: Pharmaceutical Preparations
Health Care
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ASSEMBLY BIOSCIENCES, INC. [ ASMB ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/08/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 08/08/2025 | P | 2,295,920 | A | (1) | 4,505,391 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class A warrants to purchase Common Stock | $21.6 | 08/08/2025 | P | 1,147,960 | (2) | (2) | Common Stock | 1,147,960 | (1) | 1,147,960 | D | ||||
| Class B warrants to purchase Common Stock | $21.6 | 08/08/2025 | P | 1,147,960 | 11/15/2026(3) | 12/31/2026(3) | Common Stock | 1,147,960 | (1) | 1,147,960 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to a securities purchase agreement between the Issuer and the Reporting Person, the Issuer issued and sold to the Reporting Person in a private placement 2,295,920 shares of the Issuer's common stock, par value $0.001 per share ("Common Stock"), Class A warrants to purchase 1,147,960 shares of Common Stock (the "Class A Warrants"), and Class B warrants to purchase 1,147,960 shares of Common Stock (the "Class B Warrants"), at a combined price of $19.60 per share of Common Stock and accompanying one half of one Class A Warrant and one half of one Class B Warrant. |
| 2. The Class A Warrants are exercisable at any time after the date of issuance and expire on the earlier of (i) five years from the date of issuance, or August 11, 2030, and (ii) the date that is 30 days after the public announcement that the Issuer has completed enrollment (of at least 200 patients total) for its Phase 2 clinical study evaluating ABI-5366 vs. valacyclovir. A holder of the Class A Warrants may not exercise the Class A Warrants if the holder, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. |
| 3. The Class B Warrants are exercisable at any time after November 15, 2026 and expire on December 31, 2026, provided that the Class B Warrants will automatically terminate in full and be extinguished and will no longer be exercisable in the event that the Issuer publicly announces prior to November 15, 2026 that the Issuer has received at least $75 million in the aggregate of non-dilutive capital in connection with a collaboration agreement. A holder of the Class B Warrants may not exercise the Class B Warrants if the holder, together with its affiliates, would beneficially own more than 19.99% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise. |
| Gilead Sciences, Inc. By: /s/ Andrew D. Dickinson | 10/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||