ASSEMBLY BIOSCIENCES INC

On May 29, 2024, we adopted the Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan (the 2018 Plan). The 2018 Plan provides for the grant of equity awards to our employees, non-employee directors and consultants and it is necessary to have sufficient shares of common stock available under the 2018 Plan 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.

As of April 8, 2025, there were stock options to acquire 1,191,943 shares of common stock outstanding under our equity compensation plans. In addition, there were 86,999 shares subject to unvested restricted stock units (RSUs) with time-based vesting and 15,832 shares subject to unvested RSUs with performance-based vesting outstanding under our equity compensation plans. As of April 8, 2025, there were approximately 38,603 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 and directors. As a result, as of April 8, 2025, there were approximately 24,842 shares of common stock available under our stockholder approved plans, of which 24,801 shares of common stock remain available and unallocated for issuance under the 2018 Plan.

We also expect to issue an additional 24,500 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 of operations of our non-employee director compensation program.

On March 26, 2025, the Board, upon the recommendation of the Compensation Committee and subject to the approval of our stockholders at the Annual Meeting, approved: (1) Amendment No. 1 to the 2018 Plan to increase the number of shares reserved under the 2018 Plan by 375,000 from 1,103,333 to 1,478,333, or approximately 5.0% of our outstanding shares as of April 8, 2025, and (2) Amendment No. 2 to the 2018 Plan to reserve an additional 225,000 shares, or approximately 3.0% of our outstanding shares as of April 8, 2025, under the 2018 Plan, with all shares to be used solely in connection with a proposed broad-based supplemental equity award program (the Proposed Supplemental Retention Program) through which all of our employees would receive a grant of performance-based restricted stock units (PSUs).