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United States securities and exchange commission logo
December 29, 2020
Thomas Russo
Chief Financial Officer
ASSEMBLY BIOSCIENCES, INC.
331 Oyster Point Blvd.
Fourth Floor
South San Francisco, CA 94080
Re: ASSEMBLY
BIOSCIENCES, INC.
Form 10-K for the
Year Ended December 31, 2019
Filed March 4, 2020
File No. 001-35005
Dear Mr. Russo:
We have reviewed your filing and have the following comment. In
our comment, we
may ask you to provide us with information so we may better understand
your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to this comment, we may have additional comments.
Form 10-K for the Year Ended December 31, 2019
General
1. We note that your forum
selection provision in your Amended and Restated Bylaws
identifies a state
court located within the State of Delaware (or if such court does not have
jurisdiction, the
Superior Court of Delaware, or if such other court does not have
jurisdiction, the
United States District Court for the District of Delaware) as the exclusive
forum for certain
litigation, including any derivative action. In future filings, please
prominently describe
the provision, including the relevant forum for litigation and any
subject matter
jurisdiction carve out, and whether this provision applies to actions arising
under the Securities
Act or Exchange Act. If so, please also state that there is uncertainty
as to whether a court
would enforce such provision. If the provision applies to Securities
Act claims, please also
state that investors cannot waive compliance with the federal
securities laws and the
rules and regulations thereunder. In that regard, we note that
Section 22 of the
Securities Act creates concurrent jurisdiction for federal and state courts
Thomas Russo
ASSEMBLY BIOSCIENCES, INC.
December 29, 2020
Page 2
over all suits brought to enforce any duty or liability created by the
Securities Act or the
rules and regulations thereunder.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.
You may contact Julie Sherman at 202-551-3640 or Brian Cascio,
Accounting Branch
Chief, at 202-551-3676 if you have questions regarding comments on the
financial statements
and related matters. Please contact Margaret Schwartz at 202-551-7153 or Joe
McCann, Branch
Chief, at 202-551-6262 with any other questions.
FirstName LastNameThomas Russo Sincerely,
Comapany NameASSEMBLY BIOSCIENCES, INC.
Division of
Corporation Finance
December 29, 2020 Page 2 Office of Life
Sciences
FirstName LastName