• Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
Quantisnow Logo
  • Live Feeds
    • Press Releases
    • Insider Trading
    • FDA Approvals
    • Analyst Ratings
    • Insider Trading
    • SEC filings
    • Market insights
  • Analyst Ratings
  • Alerts
  • Subscriptions
  • AI SuperconnectorNEW
  • Settings
  • RSS Feeds
PublishGo to AppAI Superconnector
    Quantisnow Logo

    © 2025 quantisnow.com
    Democratizing insights since 2022

    Services
    Live news feedsRSS FeedsAlertsPublish with Us
    Company
    AboutQuantisnow PlusContactJobsAI superconnector for talent & startupsNEW
    Legal
    Terms of usePrivacy policyCookie policy

    Amendment: SEC Form SCHEDULE 13D/A filed by Assembly Biosciences Inc.

    8/12/25 4:30:07 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Get the next $ASMB alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    (Amendment No. 3)


    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)
    08/08/2025

    (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. Checkbox not checked

    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

    CUSIP No.
    045396108


    1 Name of reporting person

    GILEAD SCIENCES, INC.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    DELAWARE
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    4,505,391.00
    8Shared Voting Power

    0.00
    9Sole Dispositive Power

    4,505,391.00
    10Shared Dispositive Power

    0.00
    11Aggregate amount beneficially owned by each reporting person

    4,505,391.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    29 %
    14Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:
    Comment relating to row 13: Based upon 15,560,009 shares of Common Stock of the Issuer issued and outstanding upon the closing of the Issuer's most recent public offering, which was completed on August 11, 2025, as disclosed in the prospectus supplement (the "Prospectus Supplement") filed with the Securities and Exchange Commission (the "SEC") on August 11, 2025.


    SCHEDULE 13D

    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. 3 ("Amendment No. 3") amends and supplements the Schedule 13D filed by the Reporting Person with the SEC on October 25, 2023, as amended by Amendment No. 1 filed with the SEC on June 20, 2024 and Amendment No. 2 filed with the SEC on December 23, 2024 (as amended by Amendment No. 2, the "Schedule 13D"), which relates to the Common Stock of 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 disclosed remains unchanged.
    Item 2.Identity and Background
    (c)
    Item 2(c) is amended and restated to read as follows: The principal business of the Reporting Person is to develop and commercialize innovative medicines in areas of unmet medical need and engage in any other activity or business lawfully carried on by a corporation organized under the laws of the State of Delaware. The directors and executive officers of the Reporting Person are set forth on Exhibit 99.1 filed herewith. Exhibit 99.1 sets forth the following information with respect to each such person: (i) name; (ii) business address; (iii) position with the Reporting Person and present principal occupation or employment and, for persons not employed by the Reporting Person, the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship.
    (f)
    Item 2(f) is amended and restated to read as follows: The jurisdiction of organization of the Reporting Person is set forth in subsection (a) above. The citizenship of each of the individuals referred to in Exhibit 99.1 is set forth on Exhibit 99.1.
    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 August 8, 2025, Gilead entered into a Securities Purchase Agreement with the Issuer (the "2025 Purchase Agreement"), pursuant to which Gilead purchased from the Issuer 2,295,920 shares of Common Stock, a Series A warrant to purchase 1,147,960 shares of Common Stock (the "Series A Warrant"), and a Series B warrant to purchase 1,147,960 shares of Common Stock (the "Series B Warrant"), at a combined purchase price of $19.60 per share of Common Stock and accompanying one half of one Series A Warrant and one half of one Series B Warrant, which purchase closed on August 11, 2025. The total consideration for such purchase was approximately $45 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: 2025 Securities Purchase Agreement and Warrants On August 8, 2025, pursuant to the 2025 Purchase Agreement, Gilead purchased from the Issuer 2,295,920 shares of Common Stock, the Series A Warrant, and the Series B Warrant, at a combined purchase price of $19.60 per share of Common Stock and accompanying one half of one Series A Warrant and one half of one Series B Warrant. The Series A Warrant is exercisable, in whole or in part, immediately at an exercise price of $21.60 per share and expires on the earlier of (i) 5:00 p.m. (New York City time) on August 11, 2030 and (ii) the date that is 30 days after the public announcement (whether by press release, document filed or furnished with the SEC, or other form of public announcement) that the Issuer has completed enrollment (of at least 200 patients total) for its Phase 2 clinical study evaluating ABI-5366 vs. valacyclovir. The Series B Warrant is exercisable, in whole or in part, on or after November 15, 2026 at an exercise price of $21.60 per share and expires on December 31, 2026, provided that the Series B Warrant will automatically terminate in full and be extinguished and shall no longer be exercisable in the event that the Issuer publicly announces prior to November 15, 2026 that it has received at least $75.0 million in the aggregate of non-dilutive capital in connection with a collaboration agreement. Each of the Series A Warrant and the Series B Warrant cannot be exercised by Gilead if, after giving effect thereto, Gilead would beneficially own, as determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, more than 19.99% of the Issuer's outstanding shares of Common Stock, subject to certain exceptions. The foregoing descriptions of the 2025 Purchase Agreement, the Series A Warrant, and the Series B Warrant are not complete and are subject to and qualified in their entirety by reference to the full text of such documents, which are attached as Exhibits 99.2, 99.3, and 99.4 hereto and incorporated herein by reference.
    Item 5.Interest in Securities of the Issuer
    (a)
    Item 5(a) of the Schedule 13D is hereby amended and restated to read as follows: Number of shares beneficially owned: Gilead Sciences, Inc. - 4,505,391 Shares Percent of class: Gilead Sciences, Inc. - 29.0% The percent ownership was calculated based upon 15,560,009 shares of Common Stock of the Issuer issued and outstanding upon the closing of the Issuer's most recent public offering, which was completed on August 11, 2025, as disclosed in the Prospectus Supplement.
    (b)
    Item 5(b) of the Schedule 13D is hereby amended and restated to read as follows: (i) Sole power to vote or to direct the vote: Gilead Sciences, Inc. - 4,505,391 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. - 4,505,391 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 99.1 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 "2024 Warrant") that was acquired from the Issuer on June 17, 2024, the Series A Warrant, and the Series B Warrant (collectively, the "Warrants"). Each of the Warrants is subject to a limitation pursuant to which the Reporting Persons may not exercise such 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 such Warrant) then in effect. The Beneficial Ownership Limitation with respect to each Warrant is subject to adjustment upon 61 days' notice by the holder of such Warrant to the Issuer and, as of the date of this Amendment No. 3, was 19.99% of the number of shares of Common Stock outstanding. As a result, none of the aggregate of 2,475,420 shares of Common Stock underlying the Warrants are deemed to be beneficially owned by the Reporting Persons.
    (c)
    Item 5(c) of the Schedule 13D is hereby amended and restated to read as follows: Except as reported in this Amendment No. 3, neither the Reporting Person nor, to the best knowledge of the Reporting Person, any of the individuals listed on Exhibit 99.1 have effected any transactions in the Common Stock during the past sixty (60) days.
    Item 7.Material to be Filed as Exhibits.
     
    Exhibit 99.1 - List of Executive Officers and Directors of Gilead Sciences, Inc. Exhibit 99.2 - Securities Purchase Agreement, dated August 8, 2025, by and between the Company and Gilead Sciences, Inc. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed with the SEC on August 11, 2025) Exhibit 99.3 - Private Placement Class A Warrant (incorporated by reference to Exhibit 4.4 to the Issuer's Current Report on Form 8-K filed with the SEC on August 11, 2025) Exhibit 99.4 - Private Placement Class B Warrant (incorporated by reference to Exhibit 4.5 to the Issuer's Current Report on Form 8-K filed with the SEC on August 11, 2025)

        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.

     
    GILEAD SCIENCES, INC.
     
    Signature:/s/ Andrew D. Dickinson
    Name/Title:Andrew D. Dickinson, Chief Financial Officer
    Date:08/12/2025
    Get the next $ASMB alert in real time by email

    Crush Q3 2025 with the Best AI Superconnector

    Stay ahead of the competition with Standout.work - your AI-powered talent-to-startup matching platform.

    AI-Powered Inbox
    Context-aware email replies
    Strategic Decision Support
    Get Started with Standout.work

    Recent Analyst Ratings for
    $ASMB

    DatePrice TargetRatingAnalyst
    8/18/2025$50.00Buy
    H.C. Wainwright
    3/25/2025$31.00Buy
    Guggenheim
    9/20/2024$2.00 → $35.00Hold → Buy
    Jefferies
    9/13/2021$3.50Neutral
    HC Wainwright & Co.
    9/2/2021Outperform → Market Perform
    William Blair
    More analyst ratings

    $ASMB
    Analyst Ratings

    Analyst ratings in real time. Analyst ratings have a very high impact on the underlying stock. See them live in this feed.

    View All

    H.C. Wainwright resumed coverage on Assembly Biosciences with a new price target

    H.C. Wainwright resumed coverage of Assembly Biosciences with a rating of Buy and set a new price target of $50.00

    8/18/25 8:55:27 AM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Guggenheim initiated coverage on Assembly Biosciences with a new price target

    Guggenheim initiated coverage of Assembly Biosciences with a rating of Buy and set a new price target of $31.00

    3/25/25 8:26:24 AM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Assembly Biosciences upgraded by Jefferies with a new price target

    Jefferies upgraded Assembly Biosciences from Hold to Buy and set a new price target of $35.00 from $2.00 previously

    9/20/24 7:32:14 AM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    $ASMB
    Press Releases

    Fastest customizable press release news feed in the world

    View All

    Assembly Biosciences Announces Pricing of $175 Million in Equity Financings

    SOUTH SAN FRANCISCO, Calif., Aug. 08, 2025 (GLOBE NEWSWIRE) -- Assembly Biosciences, Inc. ("Assembly Bio") (NASDAQ:ASMB), a biotechnology company developing innovative therapeutics targeting serious viral diseases, today announced the pricing of an underwritten, registered offering (the "offering") of an aggregate of 5,591,840 shares of common stock and pre-funded warrants to purchase up to 1,040,820 shares of common stock, together with accompanying Class A and Class B warrants to purchase up to an aggregate of 6,632,660 shares of common stock at a combined price per share of common stock and accompanying Class A warrant and Class B warrant of $19.60 and a combined price per pre-funded wa

    8/8/25 8:05:00 AM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Assembly Biosciences Reports Positive Interim Results from Phase 1b Clinical Study of Long-Acting Helicase-Primase Inhibitor Candidate ABI-5366 Showing Reductions in Viral Shedding Rate and Genital Lesion Rate in Recurrent Genital Herpes

    – 94% reduction in HSV-2 shedding rate and 98% reduction in high viral load shedding rate, both statistically significant, observed in cohort evaluating 350 mg weekly oral dose compared to placebo over 29-day evaluation period – – 94% reduction in genital lesion rate, also statistically significant, observed with 350 mg weekly oral dose compared to placebo over same period – – Favorable safety and tolerability profile observed in the first two cohorts evaluating weekly oral doses of ABI-5366 – SOUTH SAN FRANCISCO, Calif., Aug. 08, 2025 (GLOBE NEWSWIRE) -- Assembly Biosciences, Inc. (NASDAQ:ASMB), a biotechnology company developing innovative therapeutics targeting serious viral di

    8/8/25 8:00:00 AM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Assembly Biosciences Reports Interim Phase 1a Data from Clinical Study of Oral Entry Inhibitor Candidate ABI-6250 for Hepatitis Delta Virus

    – Data to date in single- and multiple-ascending dose cohorts of healthy participants demonstrate a four-day half-life for ABI-6250, supporting target daily oral dosing profile and dose-dependent elevations in biomarker of target engagement – – Further pharmacological assessment to be conducted in parallel with Phase 2 preparation – SOUTH SAN FRANCISCO, Calif., Aug. 06, 2025 (GLOBE NEWSWIRE) -- Assembly Biosciences, Inc. (NASDAQ:ASMB), a biotechnology company developing innovative therapeutics targeting serious viral diseases, today announced interim data from several cohorts from the ongoing Phase 1a clinical trial of ABI-6250, the company's orally bioavailable, small molecule hepatitis

    8/6/25 4:05:00 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    $ASMB
    SEC Filings

    View All

    SEC Form SCHEDULE 13G filed by Assembly Biosciences Inc.

    SCHEDULE 13G - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Subject)

    8/18/25 5:52:05 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Amendment: SEC Form SCHEDULE 13G/A filed by Assembly Biosciences Inc.

    SCHEDULE 13G/A - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Subject)

    8/18/25 4:18:39 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    SEC Form SCHEDULE 13G filed by Assembly Biosciences Inc.

    SCHEDULE 13G - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Subject)

    8/15/25 6:56:48 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    $ASMB
    Insider Trading

    Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

    View All

    PFO and PAO Bjorkquist Jeanette M was granted 300 shares, increasing direct ownership by 6% to 5,097 units (SEC Form 4)

    4 - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Issuer)

    6/17/25 4:05:04 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    SEC Form 4 filed by Director Houghton Michael

    4 - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Issuer)

    6/9/25 4:05:21 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    SEC Form 4 filed by Director Mahony Susan

    4 - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Issuer)

    6/9/25 4:05:19 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    $ASMB
    Leadership Updates

    Live Leadership Updates

    View All

    Assembly Biosciences Names Anuj Gaggar, MD, PhD, as Chief Medical Officer

    -- Dr. Gaggar is an experienced industry executive with substantial infectious disease expertise and proven record of successfully leading early- and clinical-stage antiviral programs -- SOUTH SAN FRANCISCO, Calif., Nov. 08, 2023 (GLOBE NEWSWIRE) -- Assembly Biosciences, Inc. (NASDAQ:ASMB), a biotechnology company developing innovative antiviral therapeutics targeting serious viral diseases, today announced that Anuj Gaggar, MD, PhD, has joined the company as chief medical officer. Dr. Gaggar is an infectious disease specialist and seasoned executive whose experience has focused on the development of new therapies in viral diseases including chronic hepatitis B virus (HBV), hepatitis C vi

    11/8/23 8:00:00 AM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Assembly Biosciences Nominates First Herpesvirus Development Candidate ABI-5366, a Long-Acting HSV-2 Helicase Inhibitor Targeting High-Recurrence Genital Herpes

    −ABI-5366 Demonstrates Favorable Profile for a Long-Acting Therapeutic in Preclinical Studies −IND-Enabling Studies Initiating for 5366, Supporting Anticipated IND/CTA Filing in 1H2024 SOUTH SAN FRANCISCO, Calif., Feb. 15, 2023 (GLOBE NEWSWIRE) -- Assembly Biosciences, Inc. (NASDAQ:ASMB), a clinical-stage biotechnology company developing innovative antiviral therapeutics targeting serious viral diseases, today announced the selection of development candidate ABI-5366 (5366) to progress to IND-enabling studies for its long-acting herpes simplex virus type 2 (HSV-2) helicase inhibitor program. 5366 is the first development candidate from Assembly Bio's discovery pipeline nominated for adv

    2/15/23 8:00:00 AM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Carver Biosciences Announces Appointment of Three Members to its Scientific Advisory Board

    Carver Biosciences, Inc., a biotech company focused on the development of CRISPR/Cas13 antivirals, today announced the formation of its Scientific Advisory Board (SAB). Cameron Myhrvold Ph.D., co-founder of Carver will serve as the chairman of the SAB. Additional appointments include Uri Lopatin, M.D., Olivia Merkel, Ph.D., and Neville Sanjana, Ph.D. "I am thrilled to have Dr. Lopatin, Dr. Merkel and Dr. Sanjana join our advisory board," said Dr. Walter Strapps, co-founder and CEO of Carver. "Along with Dr. Myhrvold, these scientific leaders will help us shape our pipeline and advance our programs into the clinic." Uri Lopatin, M.D. Dr. Lopatin is a serial biotech entrepreneur who founde

    1/17/23 7:00:00 AM ET
    $ASMB
    $PRDS
    Biotechnology: Pharmaceutical Preparations
    Health Care
    Medicinal Chemicals and Botanical Products

    $ASMB
    Insider Purchases

    Insider purchases reveal critical bullish sentiment about the company from key stakeholders. See them live in this feed.

    View All

    Director Houghton Michael bought $49,998 worth of shares (3,202 units at $15.61) (SEC Form 4)

    4 - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Issuer)

    12/31/24 4:24:14 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Large owner Gilead Sciences, Inc. bought $20,098,464 worth of shares (940,499 units at $21.37), increasing direct ownership by 74% to 2,209,471 units (SEC Form 4)

    4 - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Issuer)

    12/23/24 8:26:39 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Large owner Schornstein Alexander bought $371,994 worth of shares (25,000 units at $14.88), increasing direct ownership by 4% to 728,113 units (SEC Form 4)

    4 - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Issuer)

    11/26/24 9:15:02 AM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    $ASMB
    Large Ownership Changes

    This live feed shows all institutional transactions in real time.

    View All

    SEC Form SC 13G filed by Assembly Biosciences Inc.

    SC 13G - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Subject)

    11/14/24 3:22:29 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Amendment: SEC Form SC 13D/A filed by Assembly Biosciences Inc.

    SC 13D/A - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Subject)

    6/24/24 4:28:09 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care

    Amendment: SEC Form SC 13D/A filed by Assembly Biosciences Inc.

    SC 13D/A - ASSEMBLY BIOSCIENCES, INC. (0001426800) (Subject)

    6/20/24 8:35:37 PM ET
    $ASMB
    Biotechnology: Pharmaceutical Preparations
    Health Care