Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. )


Filed by the Registrant


Filed by a party other than the Registrant




Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2))

Definitive Proxy Statement

Definitive Additional Materials

Soliciting Material under to § 240.14a‑12 

Assembly Biosciences, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)




No fee required

Fee paid previously with preliminary materials

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6 and 0-11





































Your Vote Counts! ASSEMBLY BIOSCIENCES, INC. 2024 Annual Meeting Vote by May 28, 2024 11:59 PM ET assemblybio ASSEMBLY BIOSCIENCES, INC. TWO TOWER PLACE, 7TH FLOOR SOUTH SAN FRANCISCO, CA 94080 V43463-P10418 You invested in ASSEMBLY BIOSCIENCES, INC. and it’s time to vote! You have the right to vote on proposals being presented at the Annual Meeting. This is an important notice regarding the availability of proxy materials for the stockholder meeting to be held on May 29, 2024. Get informed before you vote View the Notice of Assembly Biosciences, Inc.’s 2024 Annual Meeting of Stockholders and Proxy Statement and Annual Report for the fiscal year ended December 31, 2023 online OR you can receive a free paper or email copy of the material(s) by requesting prior to May 15, 2024. If you would like to request a copy of the material(s) for this and/or future stockholder meetings, you may (1) visit, (2) call 1-800-579-1639 or (3) send an email to If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise receive a paper or email copy. For complete information and to vote, visit Control # Smartphone users Point your camera here and vote without entering a control number Vote Virtually at the Meeting* May 29, 2024 8:00 A.M. PDT Virtually at: *Please check the meeting materials for any special requirements for meeting attendance.




Vote at THIS IS NOT A VOTABLE BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the reverse side to vote these important matters. Voting Items Board Recommends 1. Election of Directors Nominees: 1a. William R. Ringo, Jr. For 1b. Anthony E. Altig For 1c. Tomas Cihlar, Ph.D. For 1d. Gina Consylman For 1e. Robert D. Cook II For 1f. Sir Michael Houghton, Ph.D. For 1g. Lisa R. Johnson-Pratt, M.D. For 1h. Susan Mahony, Ph.D. For 1i. John G. McHutchison, A.O., M.D. For 1j. Jason A. Okazaki For 2. Approval, on a non-binding advisory basis, of our named executive officers’ compensation. For 3. Vote, on a non-binding advisory basis, on the frequency of future advisory votes to approve our named executive officers’ compensation. 1 Year 4. Ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. For 5. Approval of an amendment and restatement to our 2018 Stock Incentive Plan to increase the number of shares reserved for issuance thereunder by 220,000 shares. For 6. Approval of an amendment and restatement of our 2018 Employee Stock Purchase Plan to increase the authorized number of shares reserved for issuance to 164,500 shares and remove the maximum number of shares purchasable under the plan per offering period. For NOTE: Your proxy holder will also vote in their discretion upon such other matters that may properly come before the meeting and any adjournment or postponement thereof. Prefer to receive an email instead? While voting on, be sure to click “Delivery Settings”. V43464-P10418