Current Report Filing (8-k)
May 02 2019 - 5:02PM
Edgar (US Regulatory)
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):
April 30, 2019
ASSEMBLY BIOSCIENCES, INC.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35005
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20-8729264
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(State or other jurisdiction of
incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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11711 N. Meridian St., Suite 310
Carmel, Indiana 46032
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(Address of principal executive offices, including zip code)
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(833) 509-4583
(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:
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o
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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o
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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o
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Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
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o
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Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
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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
o
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.
¨
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock
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ASMB
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The Nasdaq Global Select Market
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Item 5.02
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Departure of Directors or Certain Officers; Election
of Directors; Compensatory Arrangements of Certain Officers.
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(b) and (c)
On April 30, 2019, Graham Cooper, the Chief Operating
Officer, Chief Financial Officer, principal operating officer, principal financial officer and principal accounting officer
of Assembly Biosciences, Inc. (the “Company”), notified the Company of his decision to resign from all positions
with the Company effective immediately. The Company has initiated a search for a new chief financial officer to
replace Mr. Cooper.
Effective as of May 1, 2019, Derek A. Small, the Company’s
Chief Executive Officer and President, will serve as the Company’s principal financial officer. No additional compensation
will be provided to Mr. Small in connection with this role. Complete biographical information for Mr. Small was provided in the
Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on April 4, 2019.
Effective as of May 1, 2019, Michael P. Samar, the Company’s
Vice President, Finance and Business Operations, has been appointed to serve as the Company’s principal accounting officer.
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Item 9.01
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Financial Statements and Exhibits.
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A copy of the Company’s press release related to these
matters, as well as the addition of David J. Houck, Ph.D., as Senior Vice President, Product Development and Portfolio Management,
is furnished, but not filed, as Exhibit 99.1 hereto.
(d) Exhibits:
EXHIBIT INDEX
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: May 2, 2019
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Assembly Biosciences, Inc.
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By:
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/s/ Derek A. Small
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Derek A. Small
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President and Chief Executive Officer
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