assembly biosciences inc美股招股说明书(2025-11-21版)

6,980,811 Shares Common Stock Offered by the Selling Stockholder This prospectus relates to the offering and resale from time to time of up to 6,980,811 shares of common stock of Assembly Biosciences, Inc. by the selling stockholderidentified in this prospectus, including its respective pledgees, assignees, donees, transferees orsuccessors-in-interest.We are not selling any shares of common stockunder this prospectus and will not receive any proceeds from the sale of the shares offered by this prospectus; however, we have agreed to pay the registration expenses We have agreed, pursuant to an investor rights agreement, as amended (the “Investor Rights Agreement”), that we entered into with the selling stockholder, to bear all ofthe registration expenses incurred in connection with the registration of these shares of common stock. The selling stockholder will pay or assume discounts, The selling stockholder identified in this prospectus, or its respective pledgees, assignees, donees, transferees orsuccessors-in-interest,may offer the shares from time totime on terms to be determined at the time of sale through ordinary brokerage transactions or through any other means described in this prospectus under the caption“Plan of Distribution.” The shares may be sold at fixed prices, at prevailing market prices, at prices related to prevailing market prices or at negotiated prices. For more We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read the entire prospectus and anyamendments or supplements carefully before you make your investment decision. Our common stock is traded on the Nasdaq Global Select Market under the symbol “ASMB.” On November20, 2025, the last reported sale price of our common stockwas $36.73per share. Investing in our securities involves a number of risks. See “Risk Factors” on page 7 before you make yourinvestment decision. The securities may be sold directly to investors, through agents designated from time to time or to or through underwriters or dealers, on a continuous or delayed basis.For additional information on the methods of sale, you should refer to the section captioned “Plan of Distribution” in this prospectus. If any agents, underwriters ordealers are involved in the sale of any securities with respect to which this prospectus is being delivered, the names of such agents, underwriters or dealers and anyapplicable fees, commissions, discounts and over-allotment or other options will be set forth in a prospectus supplement. The price to the public of such securities and the Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus or any accompanying prospectus supplement is truthful or complete. Any representation to the contrary is acriminal offense. Table of Contents TABLE OF CONTENTS ABOUT THIS PROSPECTUSWHERE YOU CAN FIND MORE INFORMATION PLAN OF DISTRIBUTION Table of Contents ABOUT THIS PROSPECTUS This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”) using a “shelf” registrationprocess. Under this shelf registration process, the selling stockholder may offer and sell up to 6,980,811 shares of our common stock in one or more Each time the selling stockholder offers securities under this prospectus, we may provide a prospectus supplement that will contain more specificinformation about the terms of that offering; provided, however, that the selling stockholder named in this prospectus may sell the shares beneficiallyowned by that selling shareholder specified under the caption “Selling Stockholder” in this prospectus without providing a prospectus supplement. Wemay also authorize one or more free writing prospectuses to be provided to you that may contain material information relating to these offerings. Anyprospectus supplement and any related free writing prospectus that we may authorize to be provided to you may also add, update or change any of theinformation contained in this prospectus or in the documents that we have incorporated by reference into this prospectus. We urge you to read carefully We and the selling stockholder have not authorized any dealer, salesman or other person to give any information or to make any representation otherthan those contained or incorporated by reference in this prospectus, any applicable prospectus supplement or any related free writing prospectus that wemay authorize to be provided to you. We and the selling stockholder do not provide any assurance as to the reliability of any other information thatothers may give you. This prospectus, any applicable supplement to this prospectus or any related free writing prospectus do not constitute an offer to You should not assume that the information contained in this prospectus, any applicable prospectus supplement or any related free writi