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): March 12, 2024
Assembly Biosciences, Inc.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-35005 | 20-8729264 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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Two Tower Place, 7th 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:
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☐ | 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:
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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.
(d)
On March 13, 2024, the Board appointed Robert D. Cook II, a designee of Gilead Sciences, Inc. ("Gilead"), to serve on the Board. Mr. Cook is Gilead's Vice President, Risk Governance and Audit and was designated for appointment to the Board pursuant to the previously announced Investor Rights Agreement entered into between the Company and Gilead on October 15, 2023. Mr. Cook will not receive any compensation for his service as a member of the Company's Board.
(e)
On March 12, 2024, the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of Assembly Biosciences, Inc. (the “Company”) approved a new cash bonus plan, the 2024 Corporate Bonus Plan (the “Plan”). The Plan is effective as of January 1, 2024 and is designed to motivate, retain, attract and reward employees through a combination of corporate and individual performance-based incentive compensation goals achieved between January 1 and December 31 each year (a “Performance Period”). Under the Plan, cash bonuses will be paid to Company employees who commence employment no later than October 31 of a Performance Period and who are designated for participation by the Committee or the Chief Executive Officer (“Participants”), including the named executive officers.
The Plan is to be administered by the Committee, which will have full power and authority to administer and interpret the Plan, and under the terms of the Plan, the Committee has delegated to the Chief Executive Officer full power and authority to administer and interpret the Plan and any cash bonuses awarded under the Plan with respect to Non-Executive Participants (as defined in the Plan).
The Plan is designed to award a cash bonus based on achievement of (1) certain Company-wide objectives (“Corporate Objectives”) and/or (2) certain individual performance objectives, which may include certain department, group and/or team objectives applicable to the Participants (“Individual Objectives”). Relative weights of Corporate Objectives and Individual Objectives for each level of Participants, subject to adjustment by the Committee or the Chief Executive Officer, as applicable, are as follows:
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Title |
| Corporate Objectives | Individual Objectives |
Chief Executive Officer |
| 100% | — |
C-Level (other than Chief Executive Officer)/Senior Vice President |
| 75% | 25% |
Vice President/Executive Director/Senior Director |
| 50% | 50% |
Below Senior Director |
| 25% | 75% |
Corporate Objectives will be approved by the Board within 90 days after the beginning of the Performance Period and consist of financial and operational metrics established by the Board. The Board will assign each objective a weight reflecting its relative importance to the Company’s achievement of its goals. The Corporate Objectives and their relative weight may be adjusted at any time during the Performance Period based on unanticipated events in the Board’s sole discretion. The Committee may also make adjustments that it considers reasonable and appropriate to the weighting of the Corporate Objectives based on unanticipated events, changes in the Company’s priorities or other equitable considerations. The Committee will determine, considering analysis and recommendations from management, the degree to which the Corporate Objectives have been met, which will be expressed as a percentage of Corporate Objectives achieved.
Individual Objectives shall be set as provided in the Plan.
Participants are eligible to earn cash bonuses targeted at a specified percentage of his or her base salary during the applicable Performance Period. Bonus targets range from up to 75% of the base salary for the Chief Executive Officer, 30% to 55% of a Participant’s base salary for the Executive Participants (other than the Chief Executive Officer) and up to 28% of a Participant’s base salary for Non-Executive Participants.
Cash bonuses can range from 0 to 1.5 times a Participant’s bonus target and are expected to be paid in the first quarter following the completion of a Performance Period, but no later than March 15 of such year. Participants must remain employed by the Company through the payment date to receive a cash bonus.
The foregoing description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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.
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| Assembly Biosciences, Inc. |
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Date: March 15, 2024 |
| By: | /s/ John O. Gunderson |
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| John O. Gunderson |
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| VP, General Counsel and Corporate Secretary |
