ASSEMBLY BIOSCIENCES INC
For the period ended Jun 5, 2025. Filed Apr 23, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 5, 2025 · Filed Apr 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
| ☒ Filed by the Registrant | ☐ Filed by a party other than the Registrant |
|---|
| CHECK THE APPROPRIATE BOX: | |
|---|---|
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a‑12 |
Assembly Biosciences, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
| PAYMENT OF FILING FEE (CHECK ALL BOXES THAT APPLY): | |
|---|---|
| ☒ | No fee required |
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Two Tower Place, 7th Floor
South San Francisco, California 94080
NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
To Be Held Thursday, June 5, 2025
April 23, 2025
Dear Stockholders:
You are cordially invited to attend the 2025 Annual Meeting of Stockholders (the Annual Meeting) of Assembly Biosciences, Inc., a Delaware corporation (we, us, Assembly or the Company). The Annual Meeting will be held on Thursday, June 5, 2025 at 8:00 a.m. Pacific Daylight Time (PDT) solely by remote communication (i.e., a virtual-only stockholder meeting) atwww.virtualshareholdermeeting.com/ASMB2025. During the meeting, stockholders will be asked to:
| 1. | Elect the ten nominees named in the attached proxy statement to our Board of Directors (the Board); |
| 2. | Approve, on a non-binding advisory basis, our named executive officers’ compensation, as disclosed in the proxy statement accompanying this notice; |
| 3. | Ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2025; |
| 4a. | Approve an amendment to the Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan (the 2018 Plan) to increase the number of shares reserved for issuance thereunder by 375,000 shares; |
| 4b. | Approve an additional amendment to the 2018 Plan to increase the number of shares reserved for issuance thereunder by 225,000 shares solely to support a broad-based supplemental retention grant program; |
| 5. | Approve an amendment to the Assembly Biosciences, Inc. Second Amended and Restated 2018 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder to 225,000 shares; and |
| 6. | Vote on such other matters that may properly come before the meeting and any adjournment or postponement thereof. |
These matters are more fully described in the proxy statement accompanying this notice.
Our Board has fixed the close of business on April 8, 2025 as the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting and any adjournment or postponement thereof. See the attached proxy statement for information on how to attend the virtual Annual Meeting and vote during the meeting.
To ensure your representation at the Annual Meeting, you are requested to submit your vote as instructed in the Notice of Internet Availability of Proxy Materials that will be sent to you. You may also request a paper proxy card at any time on or before May 22, 2025 to submit your vote by mail. If you attend and vote at the Annual Meeting your proxy will not be used.
We hope that you will attend the virtual Annual Meeting, and we very much appreciate your continuing interest in our Company.
By Order of the Board of Directors,
Jason A. Okazaki
Chief Executive Officer and President
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held solely by remote communication atwww.virtualshareholdermeeting.com/ASMB2025 on Thursday, June 5, 2025
at 8:00 a.m. PDT.
The proxy statement and the Annual Report for the fiscal year ended December 31, 2024
are available at: www.proxyvote.com.
You are cordially invited to attend the Annual Meeting by remote communication. Whether or not you expect to attend the Annual Meeting, please vote over the Internet using your 16-digit control number as instructed in your Notice of Internet Availability of Proxy Materials or proxy card or vote by mail by requesting a printed copy of the proxy card. Even if you have voted by proxy, you may still vote at the Annual Meeting if you attend by remote communication. Please note, however, that if you hold your shares through a broker or nominee and you wish to vote at the Annual Meeting, you must obtain your control number from your broker or nominee to vote.
Two Tower Place, 7th Floor
South San Francisco, California 94080
PROXY STATEMENT
FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
June 5, 2025
INFORMATION CONCERNING SOLICITATION AND VOTING
The Board of Directors (the Board) of Assembly Biosciences, Inc., a Delaware corporation (we, us, Assembly Bio, Assembly or the Company), is soliciting your proxy to vote at the 2025 Annual Meeting of Stockholders (the Annual Meeting) to be held on Thursday, June 5, 2025 at 8:00 a.m. Pacific Daylight Time (PDT) solely by remote communication (i.e., a virtual-only stockholder meeting) atwww.virtualshareholdermeeting.com/ASMB2025. Any adjournments or postponements of the meeting will also be held by remote communication at the same location.
You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the meeting to vote your shares. Instead, you may follow the instructions in the Notice of Internet Availability of Proxy Materials (the Proxy Availability Notice) described below to submit your proxy through the Internet, or you may vote by mail by using the proxy card provided or requesting a printed copy of the proxy card.
We sent the Proxy Availability Notice on or about April 23, 2025 to our stockholders of record and beneficial owners as of April 8, 2025, the record date for the Annual Meeting. The proxy materials, including this proxy statement, proxy card or voting instruction card and our Annual Report for the fiscal year ended December 31, 2024 are being distributed and made available on or about April 23, 2025. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the Annual Meeting. Please read it carefully.
This proxy statement and the Proxy Availability Notice contain instructions for accessing and reviewing our proxy materials on the Internet and for voting by proxy over the Internet, by phone or by mail. The Proxy Availability Notice and the proxy card also will provide instructions on how you can elect to receive future proxy materials electronically or in printed form by mail. If you choose to receive future proxy materials electronically, you will receive an email next year with instructions containing a link to the proxy materials and a link to the proxy voting site. Your election to receive proxy materials electronically or in printed form by mail will remain in effect until you terminate such election. You will need to obtain your own Internet access if you choose to access the proxy materials and/or vote over the Internet. If you prefer to receive printed copies of our proxy materials, the Proxy Availability Notice contains instructions on how to request the materials by mail. For stockholders who have elected to receive proxy materials electronically, you will not receive printed copies of the proxy materials unless you request them. If you elect to receive the materials by mail, you may also vote by proxy on the proxy card or voter instruction card that you will receive in response to your request.
Choosing to receive future proxy materials electronically will allow us to provide you with the information you need more rapidly, will save us the cost of printing and mailing documents to you and will conserve natural resources.
TABLE OF CONTENTS
| Page | |
|---|---|
| Proxy Statement Summary | 1 |
| Proxy Voting Matters | 1 |
| Governance Highlights | 2 |
| Executive Compensation | 3 |
| Questions and Answers About These Proxy Materials and Voting | 4 |
| Cautionary Statement Regarding Forward‑Looking Statements | 10 |
| Proposal No. 1: Election of Directors | 11 |
| General | 11 |
| Nominees for Director | 11 |
| Required Vote | 18 |
| Recommendation of the Board of Directors | 18 |
| The Board of Directors and Corporate Governance | 19 |
| Meetings of the Board | 19 |
| Board Composition | 19 |
| Independence of Directors | 20 |
| Board Leadership Structure | 20 |
| Risk Oversight | 21 |
| Board Committees | 21 |
| Code of Ethics and Code of Conduct | 25 |
| Director Compensation | 25 |
| Stockholder Communications | 27 |
| Stockholder Engagement | 27 |
| Sustainability | 27 |
| Proposal No. 2: Advisory Vote to Approve Our Named Executive Officers’ Compensation | 28 |
| General | 28 |
| Required Vote | 29 |
| Recommendation of the Board of Directors | 29 |
| Matters Relating to Our Independent Registered Public Accounting Firm | 30 |
| Pre-Approval Policies and Procedures | 30 |
| Fees and Services | 30 |
| Report of the Audit Committee of the Board of Directors | 30 |
| Proposal No. 3: Ratification of the Selection of the Independent Registered Public Accounting Firm | 32 |
| General | 32 |
| Required Vote | 32 |
| Recommendation of the Board of Directors | 32 |
| Proposal No. 4: Approval of Amendments No. 1 and No. 2 to the Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan | 33 |
| Background | 33 |
| Purpose | 33 |
| Rationale | 34 |
| 2020 – 2022 Burn Rate and Outstanding Awards Overhang | 36 |
| Material Terms of the Amended Plan | 38 |
| Eligibility | 43 |
| New Plan Benefits | 43 |
| Equity Plans | 44 |
| Required Vote | 45 |
| Recommendation of the Board of Directors | 45 |
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| Proposal No. 5: Approval of an Amendment to the Assembly Biosciences, Inc. Second Amended and Restated 2018 Employee Stock Purchase Plan | 46 |
|---|---|
| Background | 46 |
| Purpose | 46 |
| Material Terms of the Amended ESPP | 46 |
|---|---|
| New Plan Benefits | 47 |
| Summary of Federal Income Tax Consequences | 47 |
| Vote Required | 48 |
| Recommendation of the Board of Directors | 48 |
| Executive Officers | 49 |
| Executive Compensation | 50 |
| Named Executive Officers | 50 |
| Executive Summary | 50 |
| Summary Compensation Table | 55 |
| Employment Arrangements | 60 |
| Outstanding Equity Awards at December 31, 2023 | 63 |
| Pay Versus Performance | 64 |
| Certain Relationships and Related Party Transactions | 66 |
| Stock Ownership Information | 68 |
| Security Ownership of Certain Beneficial Owners and Management | 68 |
| Deadline for Stockholder Proposals for the 2026 Annual Meeting of Stockholders | 70 |
| Delivery of Documents to Stockholders Sharing an Address | 70 |
| Other Matters | 70 |
| Appendix A: Proposed Amendment No. 1 to Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan | A-1 |
| Appendix B: Proposed Amendment No. 2 to Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan | B-1 |
| Appendix C: Assembly Biosciences, Inc. 2018 Stock incentive Plan, Incorporating Proposed Amendments | C-1 |
| Appendix D: Proposed Amendment No. 1 to Assembly Biosciences, Inc. Second Amended and Restated 2018 Employee Stock Purchase Plan | D-1 |
| Appendix E: Assembly Biosciences, Inc. 2018 Second Amended and Restated Employee Stock Purchase Plan, Incorporating Proposed Amendment | E-1 |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.