UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 14, 2017
ASSEMBLY BIOSCIENCES, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 001-35005 | 20-8729264 | ||
|
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
|
11711 N. Meridian St., Suite 310 Carmel, Indiana 46032 |
| (Address of principal executive offices, including zip code) |
(317) 210-9311
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Compensatory Arrangements of Certain Officers.
On December 14, 2017, the Board of Directors (the “Board”) of Assembly Biosciences, Inc. (the “Company”) increased the size of the Board from seven directors to eight directors and appointed Sue Mahony, Ph.D. as an independent, nonemployee member of the Board to fill the resulting vacancy, effective immediately. Dr. Mahony was also appointed a member of the Science and Technology Committee
Dr. Mahony will participate in the standard independent, nonemployee director compensation arrangements described in the proxy statement for the Company’s 2017 annual meeting of stockholders under the caption entitled “Director Compensation.” In addition, in connection with her appointment to the Board, Dr. Mahony was granted an option to purchase 20,000 shares of the Company’s common stock, which will vest in three equal annual installments on the first, second and third anniversaries of the grant date.
There are no arrangements or understandings between Dr. Mahony and any other person pursuant to which Dr. Mahony was selected to serve on the Board, and there are no relationships between Dr. Mahony and the Company that would require disclosure under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the appointment of Dr. Mahony is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
|
Exhibit No. |
Description |
| 99.1 | Press release dated December 18, 2017. |
EXHIBIT INDEX
|
Exhibit No. |
Description |
| 99.1 | Press release dated December 18, 2017. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: December 18, 2017 | Assembly Biosciences, Inc. | |
| By: | /s/ Derek A. Small | |
| Derek A. Small | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
Assembly Biosciences Appoints Sue Mahony, PhD to Board of Directors
INDIANAPOLIS, December 18, 2017 – Assembly Biosciences, Inc. (NASDAQ: ASMB), a clinical-stage biotechnology company advancing a new class of oral therapeutics for the treatment of hepatitis B virus (HBV) infection and novel oral live biotherapeutics for disorders associated with the microbiome, today announced the appointment of Sue Mahony, PhD, to its board of directors, increasing the number of directors from seven to eight. Dr. Mahony will also serve as a member of the Science and Technology Committee.
“Dr. Mahony brings Assembly expertise from a distinguished pharmaceutical industry career spanning multiple disciplines and geographic territories,” said William Ringo, Assembly’s chairman of the board. “Her broad business perspective and varied operational experience should be especially valuable as we advance our innovative antiviral and microbiome products in global clinical development.”
During a 28-year career, Dr. Mahony has served in diverse leadership roles in sales, marketing, clinical development, human resources and general management. She held positions at Amgen, Schering-Plough, Bristol-Myers Squibb and Lilly, with global and direct responsibility for operations in the US, Japan, China, Europe and Canada. In 2009, Dr. Mahony was appointed senior vice president, human resources and diversity at Eli Lilly and Company. Prior to that, she led Lilly’s operations in Canada. Dr. Mahony currently serves as president, Lilly Oncology, a senior vice president at Eli Lilly and Company, and a member of the company’s Executive Committee.
Dr. Mahony earned both Bachelor of Science and PhD degrees in pharmacy from Aston University in the UK, which also awarded her an honorary doctorate degree. She received an MBA from the London School of Business and in 2010, she was recognized as one of the Indianapolis Business Journal’s “Women of Influence.” Dr. Mahony is a member of the Board of Directors of the Park Tudor School in Indianapolis.
About Assembly Biosciences
Assembly Biosciences, Inc. is a clinical-stage public biotechnology company developing two innovative platform programs: an HBV
program advancing a new class of oral therapeutics for the treatment of hepatitis B virus (HBV) infection and a microbiome program
developing novel oral live biotherapeutics designed to address diseases associated with the microbiome. Assembly's HBV program
is advancing multiple drug candidates with the aim of increasing cure rates in patients with chronic HBV. The company's microbiome
program consists of a fully integrated platform that includes a robust strain identification and selection process, methods for
strain isolation and growth under current Good Manufacturing Practices and a patent-pending delivery system, GEMICEL®,
which allows for targeted oral delivery of live biologic and conventional therapies to the lower gastrointestinal tract. Assembly
is developing a robust pipeline of product candidates in multiple disease indications. For more information, visit www.assemblybio.com.
Forward-Looking Statements
The information in this press release contains forward-looking statements regarding future events, including statements about the clinical and therapeutic potential of Assembly’s development programs. Certain forward-looking statements may be identified by reference to a future period or periods or by use of forward-looking terminology such as “designed” or “developing.” Assembly intends such forward-looking statements to be covered by the safe harbor provisions contained in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Actual results or developments may differ materially from those projected or implied in these forward-looking statements. More information about the risks and uncertainties faced by Assembly are more fully detailed under the heading “Risk Factors” in Assembly's Annual Report on Form 10-K for the year ended December 31, 2016, and Quarterly Reports on Form 10-Q for the quarter ending September 30, 2017 filed with the Securities and Exchange Commission. Except as required by law, Assembly assumes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.
Contacts
Investors:
Lauren Glaser
(415) 521-3828
lglaser@assemblybio.com
Media:
Barbara Lindheim
(212) 584-2276
barbara@assemblybio.com