SEC Form SC 13G/A filed by Assembly Biosciences Inc. (Amendment)
$ASMB
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
ASSEMBLY BIOSCIENCES INC
(Name of Issuer)
Common Stock, par value $0.001
(Title of Class of Securities)
045396108
(CUSIP Number)
December 31, 2021
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in 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 Instructions).
CUSIP No.: 045396108
| 1 |
NAME OF REPORTING PERSON
Consonance Capital Management LP
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
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| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware USA
|
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
|
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| 6 |
SHARED VOTING POWER
0
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||
| 7 |
SOLE DISPOSITIVE POWER
|
||
| 8 |
SHARED DISPOSITIVE POWER
0
|
||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
|
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| 12 |
TYPE OF REPORTING PERSON
IA, PN
|
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CUSIP No.: 045396108
| 1 |
NAME OF REPORTING PERSON
Mitchell Blutt
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
USA
|
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
|
|
| 6 |
SHARED VOTING POWER
0
|
||
| 7 |
SOLE DISPOSITIVE POWER
|
||
| 8 |
SHARED DISPOSITIVE POWER
0
|
||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
|
||
| 12 |
TYPE OF REPORTING PERSON
HC, IN
|
||
CUSIP No.: 045396108
| 1 |
NAME OF REPORTING PERSON
Consonance Capman GP LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
|
||
| 2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ ]
|
||
| 3 | SEC USE ONLY | ||
| 4 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware USA
|
||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5 |
SOLE VOTING POWER
|
|
| 6 |
SHARED VOTING POWER
0
|
||
| 7 |
SOLE DISPOSITIVE POWER
|
||
| 8 |
SHARED DISPOSITIVE POWER
0
|
||
| 9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
|
||
| 10 |
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
[ ]
|
||
| 11 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0
|
||
| 12 |
TYPE OF REPORTING PERSON
HC, OO
|
||
CUSIP No.: 045396108
| ITEM 1(a). |
NAME OF ISSUER:
ASSEMBLY BIOSCIENCES INC
|
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| ITEM 1(b). |
ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
331 Oyster Point Blvd., Fourth Floor, South San Francisco, California 94080
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| ITEM 2(a). |
NAME OF PERSON FILING:
Consonance Capital Management LP
Mitchell Blutt Consonance Capman GP LLC |
|
| ITEM 2(b). |
ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1370 Avenue of the Americas
Floor 33 New York, NY 10019 |
|
| ITEM 2(c). |
CITIZENSHIP:
Consonance Capital Management LP - Delaware USA
Mitchell Blutt - USA Consonance Capman GP LLC - Delaware USA |
|
| ITEM 2(d). |
TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.001
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| ITEM 2(e). |
CUSIP NUMBER:
045396108
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| ITEM 3. | IF THIS STATEMENT IS FILED PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER THE PERSON FILING IS A: | |
|
(a)
[ ] |
Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78c); | |
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(b)
[ ] |
Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c); | |
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(c)
[ ] |
Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c); | |
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(d)
[ ] |
Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8); | |
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(e)
[X] |
An investment adviser in accordance with 240.13d-1(b)(1)(ii)(E); | |
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(f)
[ ] |
An employee benefit plan or endowment fund in accordance with 240.13d-1(b)(1)(ii)(F); | |
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(g)
[X] |
A parent holding company or control person in accordance with 240.13d-1(b)(1)(ii)(G); | |
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(h)
[ ] |
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
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(i)
[ ] |
A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
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(j)
[ ] |
A non-U.S. institution in accordance with 240.13d-1(b)(1)(ii)(J); | |
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(k)
[ ] |
Group, in accordance with 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with 240.13d1(b)(1)(ii)(J), please specify the type of institution: | |
| ITEM 4. | OWNERSHIP | |
| (a) Amount beneficially owned: | ||
| Consonance Capital Management LP - 0 Mitchell Blutt - 0 Consonance Capman GP LLC - 0 |
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| (b) Percent of class: | ||
| Consonance Capital Management LP - 0 Mitchell Blutt - 0 Consonance Capman GP LLC - 0 |
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| (c) Number of shares as to which the person has: | ||
| (i) sole power to vote or to direct the vote: | ||
| (ii) shared power to vote or to direct the vote: | ||
| Consonance Capital Management LP - 0 Mitchell Blutt - 0 Consonance Capman GP LLC - 0 |
||
| (iii) sole power to dispose or direct the disposition of: | ||
| (iv) shared power to dispose or to direct the disposition of: | ||
| Consonance Capital Management LP - 0 Mitchell Blutt - 0 Consonance Capman GP LLC - 0 |
||
| ITEM 5. |
OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following
[X].
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| ITEM 6. |
OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
The ownership information in Item 4 is incorporated herein by reference.
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| ITEM 7. |
IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY:
Not applicable.
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| ITEM 8. |
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Not applicable.
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| ITEM 9. |
NOTICE OF DISSOLUTION OF GROUP:
Not applicable.
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| ITEM 10. |
CERTIFICATION:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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CUSIP No.: 045396108
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.
| February 14 2022 |
Consonance Capital Management LP
By:
/s/ Mitchell Blutt
Name:
Mitchell Blutt
Title:
Manager & Member
|
| February 14 2022 |
Mitchell Blutt
By:
/s/ Mitchell Blutt
Name:
Mitchell Blutt
Title:
Manager & Member
|
| February 14 2022 |
Consonance Capman GP LLC
By:
/s/ Mitchell Blutt
Name:
Mitchell Blutt
Title:
Manager & Member
|
Attention — Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001).
CUSIP No.: 045396108
Item 4. Ownership:
This amendment is submitted to report that as of December 31, 2021, none of Consonance Capital Master Account LP (Consonance Master), Consonance Capital Opportunity Master Fund, LP (Consonance Opportunity Master), Consonance Capital Management LP, the investment adviser of Consonance Master and Consonance Opportunity Master (the Adviser), a managed account managed by the Adviser, Consonance Capman GP LLC, the general partner of the Adviser (Capman), and Mitchell Blutt, the Manager & Member of Capman and Chief Executive Officer of the Adviser, held any shares of the Issuers Common Stock.
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated February 14, 2022 (including amendments thereto) with respect to the Common Stock, par value $0.001, of ASSEMBLY BIOSCIENCES INC. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
CONSONANCE CAPITAL MANAGEMENT LP
By: Consonance Capman GP LLC /s/ Mitchell Blutt
Name: Mitchell Blutt
Title: Manager & Member
MITCHELL BLUTT
By: /s/ Mitchell Blutt
Name: Mitchell Blutt
Title: Manager & Member
CONSONANCE CAPMAN GP LLC
By: /s/ Mitchell Blutt
Name: Mitchell Blutt
Title: Manager & Member
This amendment is submitted to report that as of December 31, 2021, none of Consonance Capital Master Account LP (Consonance Master), Consonance Capital Opportunity Master Fund, LP (Consonance Opportunity Master), Consonance Capital Management LP, the investment adviser of Consonance Master and Consonance Opportunity Master (the Adviser), a managed account managed by the Adviser, Consonance Capman GP LLC, the general partner of the Adviser (Capman), and Mitchell Blutt, the Manager & Member of Capman and Chief Executive Officer of the Adviser, held any shares of the Issuers Common Stock.
EXHIBIT 99.1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a Statement on Schedule 13G dated February 14, 2022 (including amendments thereto) with respect to the Common Stock, par value $0.001, of ASSEMBLY BIOSCIENCES INC. This Joint Filing Agreement shall be filed as an Exhibit to such Statement. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments to such joint filing and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
CONSONANCE CAPITAL MANAGEMENT LP
By: Consonance Capman GP LLC /s/ Mitchell Blutt
Name: Mitchell Blutt
Title: Manager & Member
MITCHELL BLUTT
By: /s/ Mitchell Blutt
Name: Mitchell Blutt
Title: Manager & Member
CONSONANCE CAPMAN GP LLC
By: /s/ Mitchell Blutt
Name: Mitchell Blutt
Title: Manager & Member