ASSEMBLY BIOSCIENCES, INC. 8-K

What Happened

• Assembly Biosciences, Inc. announced an underwritten registered offering and closed the transaction on May 26, 2026. The company sold 3,358,602 shares of common stock at $26.50 per share and issued pre‑funded warrants to purchase up to 415,000 common shares (priced at $26.499 each).
• The underwriters (led by Guggenheim Securities and UBS Securities) had a 30‑day option to buy up to 566,040 additional shares, which was exercised in full on May 22, 2026. After underwriting discounts, commissions and estimated expenses, Assembly received approximately $107.4 million in net proceeds.
• The pre‑funded warrants are immediately exercisable, have an initial exercise price of $0.001 per share, and do not have a termination date. The offering was conducted under an effective Form S‑3 registration statement and a prospectus supplement dated May 21, 2026.

Key Details

• Offering shares: 3,358,602 common shares at $26.50 per share.
• Pre‑funded warrants: 415,000 issued at $26.499 each; exercise price $0.001; immediately exercisable; no expiration.
• Option: 566,040 additional common shares issued on May 22, 2026 when the underwriters exercised their full option.
• Net proceeds to the company: ~ $107.4 million (after fees and expenses). Insiders subject to a customary 90‑day lock‑up following the final prospectus supplement.

Why It Matters

• This offering materially increases Assembly’s cash position by about $107.4M, providing capital that can be used for operations, clinical programs, or other corporate purposes.
• The issuance of shares and immediately exercisable pre‑funded warrants increases potential dilution for existing shareholders; warrant exercises will further increase shares outstanding as they occur.
• The 90‑day insider lock‑up reduces near‑term insider selling, while the ownership caps in the pre‑funded warrants (default 4.99%, with possible increases subject to notice) limit immediate concentration risk from large investors.