asmb-8k_20201019.htm
false 0001426800 0001426800 2020-10-07 2020-10-07

 

 

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): October 19, 2020

 

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)

(IRS Employer

Identification No.)

 

 

 

331 Oyster Point Blvd., Fourth Floor,

South San Francisco, California

 

94080

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (833) 509-4583

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

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))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange on which registered

Common Stock, par value $0.001

 

ASMB

 

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 19, 2020, the Board of Directors (the “Board”) of Assembly Biosciences, Inc. (the “Company”) increased the size of the Board from eight directors to nine directors and appointed Gina Consylman as an independent, nonemployee member of the Board to fill the resulting vacancy, effective immediately. Ms. Consylman was also appointed a member of the Audit Committee.

Ms. Consylman will participate in the standard independent, nonemployee director compensation arrangements described in the proxy statement for the Company’s 2020 annual meeting of stockholders under the caption entitled “Director Compensation.” In addition, in connection with her appointment to the Board, Ms. Consylman was granted options to purchase 20,000 shares of the Company’s common stock, which will vest in three approximately equal annual installments on the first, second and third anniversaries of the grant date, subject to Ms. Consylman’s continuous service on each vesting date.

There are no arrangements or understandings between Ms. Consylman and any other person pursuant to which she was selected to serve on the Board, and there are no relationships between Ms. Conyslman and the Company that would require disclosure under Item 404(a) of Regulation S-K.

A copy of the Company’s press release announcing Ms. Consylman’s appointment to the Board 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

Number

 

Description

99.1

 

Press release dated October 19, 2020.

104

 

Cover Page Interactive Data File (embedded within the Inline XBRL document)

1


 

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 thereunto duly authorized.

 

 

 

Assembly Biosciences, Inc.

 

 

 

 

Date: October 21, 2020

 

By:

/s/ Jason A. Okazaki

 

 

 

Jason A. Okazaki

 

 

 

Chief Legal and Business Officer

 

2

asmb-ex991_15.htm

Exhibit 99.1

 

 

Assembly Biosciences Appoints Gina Consylman to Board of Directors

 

SOUTH SAN FRANCISCO, Calif., October 20, 2020 (GLOBE NEWSWIRE) -- Assembly Biosciences, Inc. (Nasdaq: ASMB), a clinical-stage biotechnology company developing innovative therapeutics targeting hepatitis B virus (HBV) and diseases associated with the microbiome, today announced the appointment of Gina Consylman to its board of directors. Ms. Consylman will also serve as a member of Assembly’s Audit Committee.

 

“Gina is an outstanding and complementary addition to Assembly’s board with extensive senior leadership experience across the full spectrum of finance, tax, and strategy,” said William Ringo, chairman of the board at Assembly Biosciences. “From her work at Ironwood Pharmaceuticals to her many years of experience at global biotechnology companies like Biogen, we are confident that Gina will make solid contributions to our success. We are pleased to welcome her to our board.”

 

Gina Consylman is a 25-year veteran in the field of accounting, finance, and tax. Currently, Ms. Consylman is senior vice president and chief financial officer at Ironwood Pharmaceuticals, a publicly traded healthcare company, where she leads finance, accounting, tax, investor relations, communications, and corporate strategy and development. Ms. Consylman began her career at Ernst & Young LLP and served in financial leadership roles at a number of healthcare and technology companies.  Ms. Consylman earned a bachelor’s degree in accounting from Johnson & Wales University, a master’s degree in taxation from Bentley University, and is a Certified Public Accountant. 

 

“I am inspired by Assembly Biosciences’ team and its commitment to the pursuit of life-changing therapeutics,” said Ms. Consylman. “The company’s achievements to date are indicative of both the strength of the management team and the foundation of innovative and promising science. I look forward to providing my insight and perspectives to help guide their continued advancement in these important disease areas.”

 

About Assembly Biosciences

Assembly Biosciences, Inc. is a clinical-stage biotechnology company developing innovative therapeutics targeting hepatitis B virus (HBV) and diseases associated with the microbiome. The HBV program is focused on advancing a new class of potent, oral core inhibitors that have the potential to increase cure rates for chronically infected patients. The microbiome program is developing novel oral live microbial biotherapeutic candidates with Assembly’s fully integrated platform, including a robust process for strain identification and selection, GMP manufacturing expertise and targeted delivery to the lower gastrointestinal tract with the GEMICEL® technology. For more information, visit assemblybio.com.

 

 

Investor Contact

Assembly Biosciences, Inc.

Lauren Glaser

Senior Vice President, Investor Relations and Corporate Affairs

(415) 521-3828

lglaser@assemblybio.com

 

Media Contact

Sam Brown Inc.

Audra Friis

(917) 519-9577

ASMBMedia@sambrown.com

 

# # #

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