ASSEMBLY BIOSCIENCES INC

The purpose of the Amended Plan is to encourage ownership in the Company by our employees, directors and consultants and our affiliates whose long-term employment by, or service to, us is considered essential to our continued progress. Our culture of ownership aligns the interests of equity award recipients and stockholders and also permits award recipients to share in our success alongside our stockholders. The Amended Plan provides an essential component of the total compensation package offered to our employees and other Amended Plan participants. It reflects the importance that we place on both motivating and retaining employees and other Amended Plan participants to achieve superior results over the long term and rewarding our employees and other Amended Plan participants based on long-term achievements. We strongly believe that our equity compensation programs and emphasis on employee and non-employee director stock ownership have been integral to building and retaining a strong employee and director base. We also believe these programs have contributed to our continued pipeline progress and serve as valuable motivation for or employees as we seek to achieve superior performance in the future. All of our, and our affiliates’, employees, directors and our consultants are eligible to participate in the Amended Plan.

The main purpose of the Amended Plan is to increase the number of shares reserved for issuance under the Amended Plan by 220,000 shares. We believe the ability to grant market-competitive equity awards is a necessary and powerful recruiting and retention tool for us to attract and retain the quality and number of personnel we need to continue the forward momentum of our business. Our employees are critical to the continued development of the product candidates in our pipeline.

We believe that 220,000 shares is a modest increase that will be sufficient to meet our retention and potential hiring needs until the next annual meeting of stockholders. It will also underpin one of our core compensation philosophies, Pay for Performance, by giving our employees and other Amended Plan participants the opportunity to share in our long-term success and motivate the creation of long-term stockholder value through equity compensation.

The Amended Plan also includes certain nonmaterial changes resulting from the our reverse stock split, which occurred in February 2024.