Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On January 22, 2021, the Board of Directors (the "Board") of Assembly
Biosciences, Inc. (the "Company") approved an amendment to Article II, Section
2.6 of the Company's Amended and Restated Bylaws (the "Amended Bylaws") to
provide for a majority voting standard in uncontested director elections. The
Amended Bylaws provide that a director nominee will be elected by a majority of
the votes cast in the election of such director, requiring that the number of
votes cast "for" a director nominee exceed the number of votes cast "against"
that director nominee. A plurality voting standard remains applicable to any
contested election.
The foregoing summary of the Amended Bylaws does not purport to be a complete
description of the amendments made to the Company's Amended and Restated Bylaws.
It is qualified in its entirety by reference to the complete text of the Amended
Bylaws, which are attached as Exhibit 3.1 to this Current Report on Form 8-K and
is incorporated by reference herein.
Item 8.01 Other Events.
Also on January 22, 2021, in connection with the Amended Bylaws, the Board
adopted amendments to the Company's Corporate Governance Guidelines (the
"Guidelines"). The amendments to the Guidelines provide, among other things,
that an incumbent director who fails to receive the required number of votes for
re-election in accordance with the Amended Bylaws must, within five days
following certification of the stockholder vote, tender his or her written
resignation to the Chairman of the Board for consideration by the Nominating and
Governance Committee and the Board, subject to the procedures set forth in the
Guidelines.
The complete Guidelines, as amended, are available on the Company's website at
www.assemblybio.com under the heading "Investors - Corporate Governance."
In addition, on January 21, 2021, the Company delivered notice of termination of
the License and Collaboration Agreement (the "Agreement") between the Company
and Therabiome, LLC. The termination of the Agreement will be effective 90 days
following the notice of termination on April 21, 2021. The Company terminated
the Agreement in connection with the previously disclosed wind-down of its
Microbiome program and not as a result of any issues or disagreements related to
the collaboration.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
Number Description
Amended and Restated Bylaws of Assembly Biosciences, Inc., effective
3.1 January 22, 2021.
Cover Page Interactive Data File (embedded within the Inline XBRL
104 document)
1
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