ASSEMBLY BIOSCIENCES, INC. 8-K

What Happened

• Assembly Biosciences, Inc. (ASMB) filed an 8-K on June 5, 2026 reporting results of its June 4, 2026 annual meeting. Stockholders approved Amendment No. 3 to the Amended and Restated 2018 Stock Incentive Plan, increasing shares reserved from 1,478,333 to 2,678,333 (an increase of 1,200,000 shares). They also approved Amendment No. 2 to the Second Amended and Restated Employee Stock Purchase Plan (ESPP), increasing reserved shares from 225,000 to 515,000 (an increase of 290,000 shares).
• All nine director nominees were elected to the board (Anthony E. Altig; Tomas Cihlar, Ph.D.; Gina Consylman; Robert D. Cook II; Sir Michael Houghton, Ph.D.; Lisa R. Johnson-Pratt, M.D.; Susan Mahony, Ph.D.; John G. McHutchison, A.O., M.D.; and Jason A. Okazaki). Stockholders also ratified Ernst & Young LLP as the company’s independent auditor and approved, on a non-binding basis, the company’s executive compensation (say-on-pay).

Key Details

• 2018 Stock Incentive Plan: reserved shares increased from 1,478,333 to 2,678,333 (increase of 1,200,000). Vote: 11,290,805 for; 24,242 against; 1,794 abstain; 1,069,023 broker non-votes.
• ESPP: reserved shares increased from 225,000 to 515,000 (increase of 290,000). Vote: 11,305,253 for; 9,343 against; 2,245 abstain; 1,069,023 broker non-votes.
• Say-on-pay (advisory): approved — 11,293,061 for; 5,401 against; 18,379 abstain; 1,069,023 broker non-votes.
• Auditor ratification: Ernst & Young LLP selected — 12,382,746 for; 2,943 against; 175 abstain.

Why It Matters

• The approved increases create more shares available for employee and participant awards (stock options, RSUs, ESPP purchases), which the company can use for hiring and retention. That availability may lead to future equity grants and potential dilution of existing shareholders as awards are issued.
• The board slate and auditor ratification provide continuity in governance and financial oversight. The advisory say-on-pay approval signals shareholder support for the company’s executive compensation approach (non-binding).
• These are governance and capital structure actions—not operating results—so investors should watch future filings for actual equity grants, dilution metrics, and any related compensation expense in quarterly reports.