ASSEMBLY BIOSCIENCES INC

On May 30, 2018, we adopted the Assembly Biosciences, Inc. 2018 Stock Incentive Plan, which has been subsequently amended by Amendment No. 1 to Assembly Biosciences, Inc. 2018 Stock Incentive Plan effective as of May 17, 2019, Omnibus Amendment to Assembly Biosciences, Inc. Stock Plans effective as of March 11, 2020, Amendment No. 3 to Assembly Biosciences, Inc. 2018 Stock Incentive Plan, effective as of June 11, 2020, Amendment No. 4 to Assembly Biosciences, Inc. 2018 Stock Incentive Plan, effective as of May 20, 2021 and Amendment No. 5 to Assembly Biosciences, Inc. 2018 Stock Incentive Plan, effective as of May 25, 2022 (as amended from time to time, the 2018 Plan). The 2018 Plan provides for the grant of equity awards to our employees, non-employee directors and consultants and is necessary to ensure that we can continue to grant equity awards to eligible recipients at levels determined to be appropriate by the Board, the Compensation Committee and/or the Chief Executive Officer pursuant to his Board delegated authority. All share numbers have been equitably adjusted in connection with our February 2024 1-for-12 reverse stock split.

As of April 1, 2024, there were stock options to acquire 1,028,896 shares of common stock outstanding under our equity compensation plans. In addition, there were 53,037 shares subject to unvested restricted stock units (RSUs) with time-based vesting and 50,715 shares subject to unvested RSUs with performance-based vesting outstanding under our equity compensation plans. As of April 1, 2024, there were approximately 74,659 shares of common stock available and unallocated under our equity compensation plans, of which 13,761 shares are only issuable as inducement awards to new employees under our 2017 Inducement Award Plan, our 2019 Inducement Award Plan and our 2020 Inducement Award Plan collectively and so are unavailable for use as part of our compensation program for existing employees. As a result, as of April 1, 2024, there were approximately 60,898 shares of common stock available under our stockholder approved plans, of which 60,337 shares of common stock remain available and unallocated for issuance under the 2018 Plan.

We also expect to issue an additional 19,250 stock options under the 2018 Plan at the Board meeting immediately following the Annual Meeting in connection with the re-election of seven non-employee directors who have not been designated to serve on the Board by Gilead Sciences, Inc. as part of the ordinary course operation of our non-employee director compensation program.

On March 13, 2024, the Board, upon the recommendation of the Compensation Committee and subject to the approval of our stockholders at the Annual Meeting, approved the Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan (the Amended Plan) to increase the number of shares reserved under the 2018 Plan from 883,333 to 1,103,333. The proposed increase of 220,000 shares equaled approximately 4.0% of our outstanding shares as of April 1, 2024.