April 12, 2023
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
Re: Assembly Biosciences, Inc.
Registration Statement on Form S-3
Filed March 22, 2023
File No. 333-270760
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Assembly Biosciences, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-270760) (the “Registration Statement”) to 4:30 p.m. Eastern Time on Friday, April 14, 2023 or as soon thereafter as practicable.
The Company acknowledges that both 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 of the U.S. Securities and Exchange Commission.
Please contact P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company, at +1.213.687.5122 as soon as the Registration Statement has been declared effective or if you have any other questions or concerns regarding this matter.
Regards,
By: /s/ Jason A. Okazaki
Name: Jason A. Okazaki
Title: Chief Executive Officer and President
cc: P. Michelle Gasaway
Skadden, Arps, Slate, Meagher & Flom LLP
John O. Gunderson
Assembly Biosciences, Inc.
331 Oyster Point Blvd., 4th Flr., South San Francisco, CA 94080