Amendment: SEC Form SCHEDULE 13D/A filed by Assembly Biosciences Inc.
$ASMB
Biotechnology: Pharmaceutical Preparations
Health Care
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
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Assembly Biosciences, Inc. (Name of Issuer) |
Common Stock, par value $0.001 (Title of Class of Securities) |
045396108 (CUSIP Number) |
Gilead Sciences, Inc. 333 Lakeside Drive, Foster City, CA, 94404 650-574-3000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
12/19/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 045396108 |
| 1 |
Name of reporting person
Gilead Sciences, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
2,209,471.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
29.9 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Comment relating to row 13: Based upon 7,389,535 shares of common stock of the Issuer issued and outstanding, which 7,389,535 shares is equal to the sum of (i) 6,449,036 shares of common stock of the Issuer issued and outstanding as of December 18, 2024, as represented by the Issuer to Gilead Sciences, Inc. on December 18, 2024, plus (ii) 940,499 shares of common stock issued by the Issuer to Gilead Sciences, Inc. on December 19, 2024.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.001 | |
| (b) | Name of Issuer:
Assembly Biosciences, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Two Tower Place, 7th Floor, South San Francisco,
CALIFORNIA
, 94080. | |
Item 1 Comment:
This Amendment No. 2 ("Amendment No. 2") amends and supplements the Schedule 13D filed by the Reporting Person with the Securities and Exchange Commission (the "SEC") on October 25, 2023, as amended by Amendment No. 1 filed with the SEC on June 20, 2024 ("Amendment No. 1", and such Schedule 13D as amended by Amendment No. 1, the "Schedule 13D"), which relates to the common stock, par value $0.001 per share (the "Common Stock"), of Assembly Biosciences, Inc., a Delaware corporation (the "Issuer"). Unless otherwise indicated, all capitalized terms used herein shall have the meanings set forth in the Schedule 13D and, unless amended hereby, all information previously filed remains in effect. | ||
| Item 2. | Identity and Background | |
| (c) | Item 2(c) is amended to replace each reference to "Schedule I" with "Exhibit 99". | |
| (d) | Item 2(d) is amended to replace the reference to "Schedule I" with "Exhibit 99". | |
| (e) | Item 2(e) is amended to replace the reference to "Schedule I" with "Exhibit 99". | |
| (f) | Item 2(f) is amended to replace each reference to "Schedule I" with "Exhibit 99". | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 is amended to add the following paragraph immediately following the last paragraph:
On December 19, 2024, Gilead purchased 940,499 shares of Common Stock from the Issuer at a purchase price of $21.37 per share, pursuant to the Purchase Agreement. The total consideration for such purchase was approximately $20.1 million, and such consideration was obtained from the available cash resources of Gilead. | ||
| Item 4. | Purpose of Transaction | |
Item 4 is amended to add the following immediately following the last paragraph:
On December 19, 2024, Gilead purchased 940,499 shares of Common Stock from the Issuer at a purchase price of $21.37 per share, pursuant to Gilead's option to purchase additional shares of Common Stock from the Issuer in an amount that results in Gilead owning 29.9% of the Issuer's then outstanding voting capital stock, as set forth in the Purchase Agreement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Number of shares beneficially owned: Gilead Sciences, Inc. - 2,209,471 Shares
Percent of class: Gilead Sciences, Inc. - 29.9%
The percentage ownership was calculated based upon 7,389,535 shares of common stock of the Issuer issued and outstanding, which 7,389,535 shares is equal to the sum of (i) 6,449,036 shares of common stock of the Issuer issued and outstanding as of December 18, 2024, as represented by the Issuer to Gilead on December 18, 2024, plus (ii) 940,499 shares of common stock issued by the Issuer to Gilead on December 19, 2024. | |
| (b) | (i) Sole power to vote or to direct the vote: Gilead Sciences, Inc. - 2,209,471 shares
(ii) Shared power to vote or to direct the vote: Gilead Sciences, Inc. - 0 shares
(iii) Sole power to dispose or to direct the disposition of: Gilead Sciences, Inc. - 2,209,471 shares
(iv) Shared power to dispose or to direct the disposition of: Gilead Sciences, Inc. - 0 shares
To the best knowledge of the Reporting Person, none of the individuals listed on Exhibit 99 beneficially owns any of the Issuer's Common Stock.
The Reporting Person beneficially owns a warrant to purchase 179,500 shares of Common Stock (the "Warrant") that was acquired from the Issuer on June 17, 2024. The Warrant held by the Reporting Person is subject to a limitation pursuant to which the Reporting Persons may not exercise the Warrant if such exercise would cause the Reporting Person to beneficially own Common Stock in an amount exceeding the "Beneficial Ownership Limitation" (as defined in the Warrant) then in effect. The Beneficial Ownership Limitation is subject to adjustment upon 61 days' notice by the holder of the Warrant to the Issuer and, as of the date of this Amendment No. 2, was 19.99% of the number of shares of Common Stock outstanding. As a result, none of the 179,500 shares of Common Stock underlying the Warrant are deemed to be beneficially owned by the Reporting Persons. | |
| (c) | Except as reported in this Amendment No. 2, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the individuals listed on Exhibit 99 have effected any transactions in the Common Stock during the past sixty (60) days. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Except as disclosed in Items 3 and 4 of this Amendment No. 2, there are no contracts, arrangements, understandings or relationships (legal or otherwise) to which the Reporting Person is a party with respect to the securities of the Issuer. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit 99 - List of Executive Officers and Directors of Gilead Sciences, Inc. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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