10-K: Assembly Bio's HPI Program Licensed by Gilead, Strong Clinical Data

Sentiment:

Annual Report


Assembly Biosciences reports positive clinical data for multiple programs and Gilead exercises its option to license the HPI program for recurrent genital herpes, significantly boosting revenue and liquidity.

Capital raiseIssued and sold 161,645 shares of common stock under an 'at-the-market' offering program, generating $1.9 million in net proceeds during 2025.Issued and sold 5,591,840 shares of common stock and pre-funded warrants, along with accompanying Class A and Class B warrants, in an underwritten offering in August 2025, generating $123.6 million in net proceeds.Gilead participated in a private placement in August 2025, purchasing 2,295,920 shares of common stock and accompanying Class A and Class B warrants, generating $42.8 million in net proceeds.Gilead exercised its right in December 2024 to purchase an additional 940,499 shares of common stock for $20.1 million, resulting in Gilead owning 29.9% of outstanding voting common stock.The company expects to continue to raise capital when and as needed through equity offerings, debt financings, or strategic arrangements.
Better than expectedNet loss significantly decreased to $6.1 million in 2025 from $40.2 million in 2024, indicating improved financial performance.Collaboration revenue more than doubled to $72.3 million in 2025, primarily due to the $35.0 million payment from Gilead for the HPI program license.Cash, cash equivalents, and marketable securities increased substantially to $248.1 million, extending the cash runway into 2028.Clinical trial results for 5366 and 1179 (HPIs) showed highly potent antiviral activity, exceeding the target reduction in HSV-2 shedding rate (94-98% vs. 80-85% target).

Summary

  • Gilead Sciences, Inc. exercised its option in December 2025 to exclusively license Assembly Bio's Helicase-Primase Inhibitor (HPI) program, including candidates ABI-1179 (1179) and ABI-5366 (5366), for recurrent genital herpes.
  • Received a $35.0 million payment from Gilead for the HPI program license, reflecting a $45.0 million option fee net of a $10.0 million accelerated funding credit.
  • Reported positive Phase 1b interim results for 5366 in August and December 2025, showing a 94% reduction in HSV-2 shedding rate and genital lesion rate with a 350 mg weekly dose, and 76% shedding reduction with monthly dosing.
  • Reported positive Phase 1b interim results for 1179 in December 2025, demonstrating a 98% reduction in HSV-2 shedding rate and 91% reduction in lesion rate with a 50 mg weekly dose.
  • Gilead declined to exercise its option for the HBV capsid assembly modulator (CAM) program, ABI-4334 (4334), in March 2026, leading Assembly Bio to seek partnering opportunities for this program.
  • Reported positive Phase 1a interim results for ABI-6250 (6250), an HDV entry inhibitor, in August 2025, supporting once-daily oral dosing and showing NTCP target engagement.
  • Net loss significantly decreased to $6.1 million for the year ended December 31, 2025, compared to $40.2 million in 2024.
  • Collaboration revenue from Gilead increased to $72.3 million in 2025 from $28.5 million in 2024.
  • Cash, cash equivalents, and marketable securities totaled $248.1 million as of December 31, 2025, with sufficient funds to meet operating requirements into 2028.
  • Completed multiple equity financings in 2024 and 2025, including private placements with Gilead and an underwritten offering, raising substantial capital.

Sentiment

Score: 8

Explanation: StockSavvy.ai views this as a strong positive report, primarily driven by the significant validation and financial injection from Gilead's HPI program license, coupled with robust clinical data across multiple pipeline assets and improved financial liquidity. The setback with the HBV program is mitigated by the company's intent to seek new partners.

Positives

  • Gilead's exercise of the HPI program option validates the program's potential and provides a $35.0 million payment, along with eligibility for up to $330.0 million in regulatory and commercial milestones and tiered royalties.
  • Strong clinical data for 5366 and 1179 in recurrent genital herpes, with significant reductions in HSV-2 shedding and genital lesion rates, exceeding target efficacy.
  • Positive Phase 1a interim results for 6250 (HDV entry inhibitor) support once-daily oral dosing and demonstrate target engagement, advancing it towards Phase 2.
  • Significant increase in collaboration revenue to $72.3 million in 2025, primarily driven by the Gilead HPI option exercise.
  • Substantial improvement in financial health, with net loss decreasing from $40.2 million in 2024 to $6.1 million in 2025.
  • Increased liquidity with cash, cash equivalents, and marketable securities reaching $248.1 million, providing runway into 2028.
  • Successful capital raises in 2024 and 2025, including Gilead's participation, strengthened the balance sheet.
  • The company retains full control and rights to ABI-4334 (HBV CAM) after Gilead declined its option, allowing pursuit of other partnering opportunities.

Negatives

  • Gilead declined to exercise its option for the ABI-4334 (HBV CAM) program, indicating a lack of interest from the primary collaborator and necessitating a search for new partners.
  • The company does not plan to advance ABI-4334 further without a partner, potentially delaying or halting its development if a suitable partner is not found.
  • Despite reduced net loss, the company remains unprofitable and expects to incur substantial operating and capital expenditures for ongoing R&D.
  • Reliance on third-party contract research organizations (CROs) and contract manufacturing organizations (CMOs) introduces risks related to control, performance, and supply chain disruptions.
  • The ongoing U.S. Department of Homeland Security shutdown could cause delays in U.S. Customs and Border Protection functions, potentially impacting clinical study timelines due to sample shipping delays.
  • The company has experienced ownership changes in the past, most recently in August 2025, which may limit the ability to use net operating loss and credit carryforwards under IRC Sections 382 and 383.

Risks

  • No approved products and dependence on the future success of product candidates in the research and development pipeline.
  • Not currently profitable and may never become profitable, requiring additional financing to complete product development and fund future activities.
  • Collaboration with Gilead may be unsuccessful, potentially leading to no future research funding, milestone, or royalty payments.
  • Nonclinical and clinical studies are expensive, time-consuming, and may fail to demonstrate the necessary safety and efficacy for product approval.
  • Reliance on CROs and other third-party service providers, including those outside the United States (e.g., China), increases risks related to control, performance, and geopolitical disruptions.
  • Top-line, preliminary, or interim data may not accurately reflect final study results, potentially harming or delaying product approval and commercialization.
  • Reliance on third parties for formulation and manufacturing increases the risk of insufficient quantities of product candidates or delays.
  • Loss of key management personnel and inability to recruit and retain qualified replacements could materially suffer the business.
  • Collaboration partners might delay, prevent, or undermine the success of product candidates.
  • Inability to establish and maintain collaborations could adversely affect the ability to develop certain product candidates.
  • Reliance on data provided by third parties that has not been independently verified and could prove to be false, misleading, or incomplete.
  • Research, development, and commercialization goals, including data releases, may not be achieved in publicly estimated timeframes, impacting stock price.
  • Competitors' developments may render product candidates or technologies obsolete or non-competitive.
  • Negative clinical data from competitors using similar mechanisms of action could adversely affect perceptions of our product candidates.
  • Significant disruptions of information technology systems or breaches of data security, including cybersecurity incidents, could materially and adversely affect the business.
  • Ability to use net operating loss and credit carryforwards and certain other tax attributes may be limited due to ownership changes.
  • Extensive and costly government regulation, with failure to comply having a material adverse effect on operations and business.
  • Lengthy, time-consuming, and unpredictable regulatory approval processes of the FDA and comparable foreign authorities.
  • Subject to stringent privacy laws, information security laws, regulations, policies, and contractual obligations related to data privacy and security.
  • Exposure to U.S. federal and state anti-kickback, false claims laws, physician payment transparency laws, other fraud and abuse laws, and health information privacy and security laws.
  • Risk of product liability claims and potential inability to obtain sufficient insurance.
  • Exposure to liability claims associated with the use of hazardous materials and chemicals.
  • Employees, independent contractors, consultants, collaborators, and CROs may engage in misconduct or other improper activities, leading to significant liability and reputational harm.
  • Business depends on protecting intellectual property, and failure to obtain or maintain protection could allow competitors to develop competing drugs.
  • Substantial costs may be incurred as a result of litigation or other proceedings relating to patents and other intellectual property rights.
  • May infringe the intellectual property rights of others, preventing or delaying product development or increasing commercialization costs.
  • High cost of maintaining global patent protection requires continuous review and compliance.
  • Intellectual property rights may not address all potential threats to competitive advantage.
  • The price of common stock has been and may continue to fluctuate significantly.
  • Bylaws provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain actions, potentially limiting stockholders' ability to choose a favorable judicial forum.

Future Outlook

The company anticipates Gilead will initiate a Phase 2 clinical study for the HPI program in 2026 and expects to receive Gilead's development plan and budget by mid-2026 to decide on opting into the Profit-Share. Phase 2 initiation for ABI-6250 (HDV) is expected in the fourth quarter of 2026. The company is actively evaluating partnering opportunities for ABI-4334 (HBV) and does not plan to advance it further without a partner. Research and discovery efforts will continue to identify new antiviral targets. The company believes it has sufficient funds to meet operating requirements into 2028.

Management Comments

  • "2025 was a pivotal year for us, as we reported positive data readouts for 5366, 1179, 4334 and 6250."
  • "We expect to receive Gileads development plan and budget for the HPI program and make our decision regarding the Profit-Share by mid-2026."
  • "We anticipate Gilead will initiate a Phase 2 clinical study for the HPI program in 2026."
  • "We are actively evaluating partnering opportunities for 4334 and have initiated a structured process to find potential partners. We do not plan to advance 4334 further without a partner."
  • "Management believes the Company currently has sufficient funds to meet its operating requirements beyond one year from the date these consolidated financial statements are issued [into 2028]."

Industry Context

StockSavvy.ai notes that the antiviral drug development landscape is highly competitive, with a significant unmet medical need in areas like recurrent genital herpes, HBV, and HDV. The current standard of care for these conditions often has limitations in efficacy, pill burden, or resistance. Assembly Bio's focus on novel, long-acting mechanisms of action, particularly HPIs for herpes and an oral entry inhibitor for HDV, positions it to potentially disrupt these markets. The collaboration with Gilead, a major player in antiviral therapies, provides significant validation and resources, especially for the HPI program. However, the decision by Gilead to pass on the HBV CAM program highlights the high bar for innovation and differentiation in a crowded field, requiring Assembly Bio to seek alternative partnerships.

Comparison to Industry Standards

  • For recurrent genital herpes, current nucleoside analog therapies are only partially effective, with only one in three people with frequent recurrences achieving a year without recurrence. Assembly Bio's 5366 and 1179 HPIs demonstrated 94-98% reduction in HSV-2 shedding and genital lesion rates, significantly exceeding the 80-85% target and potentially offering a substantial improvement over existing treatments like valacyclovir.
  • In HDV, the current standard of care includes off-label pegylated interferonor bulevirtide (injectable). ABI-6250, an oral small molecule entry inhibitor with the same clinically-validated mechanism of action as bulevirtide, represents a significant innovation that could improve treatment uptake and diagnosis rates compared to injectable products.
  • For chronic HBV, current NrtIs are lifelong and have very low cure rates, with no new mechanisms of action approved in over 25 years. Assembly Bio's next-generation CAM, ABI-4334, was optimized to disrupt viral replication and prevent cccDNA establishment, showing mean declines in HBV DNA of 2.9-3.2 log10 IU/mL over 28 days, which is consistent with high preclinical potency and aims to address the limitations of current therapies that only incompletely inhibit new viral particles.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
DirectorNATomas Cihlar, Ph.D.December 2023Designated by Gilead Sciences, Inc. as part of the Investor Rights Agreement.
DirectorNARobert D. Cook IIMarch 2024Designated by Gilead Sciences, Inc. as part of the Investor Rights Agreement.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Bylaws AmendmentAmended and restated bylaws to designate the Court of Chancery of the State of Delaware as the sole and exclusive forum for certain types of stockholder actions and proceedings.December 12, 2024Could limit stockholders' ability to bring claims in a judicial forum they find favorable, potentially discouraging certain lawsuits against the company and its directors/officers.
Equity Incentive Plan AmendmentStockholders approved an amendment to the Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan, increasing the aggregate number of shares reserved to 1,703,333.June 2025Expands the pool of shares available for equity compensation, supporting employee retention and recruitment.
Employee Stock Purchase Plan (ESPP) AmendmentStockholders approved an amendment to the ESPP, increasing the aggregate number of shares available for purchase by employees up to 225,000 shares at a discount.June 2025Enhances employee benefits and incentivizes employee ownership, potentially improving alignment with shareholder interests.

Legal Proceedings

  • Not a party to any material legal proceedings at this time. May be subject to various legal proceedings and claims in the ordinary course of business, but none are expected to have a material adverse effect.

Related Party Transactions

  • Gilead Sciences, Inc. is considered a related party due to its ownership of the company's common stock and collaboration agreements.
  • Received a $35.0 million payment from Gilead in December 2025 for the exclusive license of the HPI program.
  • Received a $10.0 million non-refundable payment from Gilead in December 2024 under the First Amendment to the Gilead Collaboration Agreement.
  • Gilead purchased additional 940,499 shares of common stock in December 2024 for $20.1 million, increasing its ownership to 29.9% of voting common stock.
  • Gilead participated in the August 2025 private placement, purchasing 2,295,920 shares of common stock and accompanying warrants for $45.0 million.
  • Gilead designated Tomas Cihlar, Ph.D. (December 2023) and Robert D. Cook II (March 2024) to serve on the board of directors.

Stakeholder Impact

  • **Shareholders**: Positive impact from increased collaboration revenue, improved financial position, and validation of the HPI program by Gilead. Potential for future milestones and royalties. Dilution from recent equity raises is a consideration, but offset by strengthened capital. The decline of the HBV program by Gilead could be a concern, but the company is seeking new partners.
  • **Employees**: Continued investment in R&D and a strong collaboration with Gilead provide stability and opportunities. Comprehensive benefits packages and educational assistance demonstrate commitment to employee well-being and development. Stock-based compensation plans align employee interests with company performance.
  • **Customers/Patients**: Potential for new, more effective, and convenient oral therapies for recurrent genital herpes and HDV, addressing significant unmet medical needs and limitations of current treatments. The advancement of the HPI program by Gilead could accelerate its path to market.
  • **Suppliers/Creditors**: Improved financial liquidity and a major collaboration with Gilead enhance the company's creditworthiness and ability to meet obligations. Reliance on third-party manufacturers and CROs means continued business for these partners.

Next Steps

  • Gilead to provide development plan and budget for the HPI program by mid-2026.
  • Decision by Assembly Bio on whether to opt in to the Profit-Share for the HPI program by mid-2026.
  • Gilead anticipated to initiate a Phase 2 clinical study for the HPI program in 2026.
  • Phase 2 preparation activities and studies for ABI-6250 (HDV) to be completed, with Phase 2 initiation expected in the fourth quarter of 2026.
  • Actively evaluating partnering opportunities for ABI-4334 (HBV) and initiated a structured process to find potential partners.
  • Advancing ABI-7272 (NNPI) through nonclinical studies to enable a regulatory filing.
  • Continuing to leverage research team's expertise to identify and nominate new viral targets and novel compounds.
  • 5366 and 1179 data reported in August and December 2025 to be presented at ESCMID in April 2026.
  • 6250 Phase 1a data to be presented at the European Association for the Study of the Liver (EASL) Congress in May 2026.

Key Dates

DateDescription
October 2005Company incorporated in Delaware as South Island Biosciences, Inc.
April 2007Company name changed to Ventrus Biosciences, Inc.
July 11, 2014Acquired Assembly Pharmaceuticals, Inc. through a merger and changed name to Assembly Biosciences, Inc.
June 2, 20162010 Equity Incentive Plan frozen, no further grants.
April 2017Board of directors adopted the 2017 Inducement Award Plan.
May 2018Stockholders approved the Employee Stock Purchase Plan (ESPP).
August 2019Board of directors adopted the 2019 Inducement Award Plan.
March 2020Board of directors adopted the 2020 Inducement Award Plan.
August 2020Entered into Clinical Trial Collaboration Agreement with Arbutus Biopharma Corporation.
February 2023Terminated Phase 2 clinical trial with Arbutus Biopharma early.
October 2023Entered into Option, License and Collaboration Agreement and Equity Agreements with Gilead Sciences, Inc.
December 2023Gilead designated Tomas Cihlar, Ph.D. to serve on the board of directors.
January 31, 2024Stockholders approved a reverse stock split.
February 9, 2024Reverse Stock Split at a ratio of 1-for-12 shares became effective.
February 12, 2024Common stock began trading on Nasdaq Global Select Market on an as-split basis.
February 27, 2024Regained compliance with Nasdaq minimum bid price requirement.
March 2024Gilead designated Robert D. Cook II to serve on the board of directors.
April 2024Clinical Trial Application (CTA) for 5366 Phase 1a/b clinical study approved; IURTC license agreement terminated.
Second Quarter 2024Dosed first participant in Phase 1a portion of 5366 study; Dosed first participant in Phase 1b clinical study of 4334.
June 2024Gilead Equity Agreements amended; Entered into Securities Purchase Agreement and warrant agreement with Gilead; IND for 1179 Phase 1b study cleared; Issued and sold 634,500 shares and warrants in a registered direct offering; Issued and sold 179,500 shares and warrants to Gilead in a private placement.
July 2024Announced additional data for 1179 Phase 1a portion of the study at the STI & HIV 2025 World Congress.
September 2024Announced positive interim data for Phase 1a portion of 5366 study; Submitted CTA for 1179 study.
Third Quarter 2024Initiated Phase 1b portion of 5366 study.
October 2024CTA for 1179 study approved; Dosed first participant in Phase 1a portion of 1179 study.
November 2024Entered into sales agreement for 'at-the-market' offerings up to $75.0 million.
December 2024Identified ABI-7423 as development candidate in NNPI program; Reported interim clinical results from 150 mg cohort of 4334 Phase 1b study; Entered into First Amendment to Gilead Collaboration Agreement; Gilead purchased additional shares of common stock at a premium.
February 2025Announced positive Phase 1a interim results for 1179.
March 26, 2025European Health Data Space (EHDS) Regulation entered into force.
May 2025Submitted Investigational New Drug (IND) application for 1179 to support expansion of Phase 1b study to U.S. sites.
June 2025Reported topline clinical results for 4334 Phase 1b study (including 400 mg cohort); Stockholders approved amendment to 2018 Stock Incentive Plan and ESPP; Data Use and Access Act 2025 became law in the UK.
July 2025Announced additional data for 1179 Phase 1a portion of the study at the STI & HIV 2025 World Congress; Entered into a letter agreement with Gilead for reimbursement of nonclinical study activities; U.S. Supreme Court upheld constitutionality of ACA's preventative services coverage requirement.
August 1, 2024EU AI Act entered into force.
August 2025Announced positive Phase 1b interim results for 5366 from weekly dosing cohorts; Announced positive Phase 1a interim results for 6250; Gilead participated in a financing transaction; Company issued and sold shares and warrants in an underwritten offering and a private placement to Gilead.
September 12, 2025EU Data Act applied.
October 2025Transitioned development from 7423 to 7272; Late-breaking oral presentation of interim 5366 Phase 1b data at 38th Congress of the International Union Against Sexually Transmitted Infections – Europe; Filed registration statement on Form S-3 with SEC to register shares and warrants issued to Gilead.
November 2025Final data for 4334 Phase 1b study presented at The Liver Meeting; SEC declared Registration Statement effective; European Commission proposed Digital Omnibus package.
December 2025Reported additional interim data from 5366 Phase 1b study (monthly dosing cohorts); Reported interim data from two oral weekly dose cohorts in 1179 Phase 1b study; Gilead exercised its option early to license HPI program.
March 13, 202615,862,705 shares of common stock outstanding.
March 19, 2026Date of filing of this Annual Report on Form 10-K.
April 20265366 and 1179 data reported in August and December 2025 to be presented at ESCMID in Munich, Germany.
May 20266250 Phase 1a data to be presented at EASL Congress in Barcelona, Spain.
Mid-2026Expect to receive Gilead's development plan and budget for HPI program and make decision regarding Profit-Share.
2026Anticipate Gilead will initiate a Phase 2 clinical study for the HPI program; Phase 2 initiation expected for 6250 in the fourth quarter.
November 15, 2026Earliest exercise date for Class B Warrants (expires December 31, 2026).
December 31, 2026Annual program fee for approved NDA set at $0.44 million through this date.
2028Believes sufficient funds to meet operating requirements into this year.
June 18, 2029Expiration date for warrants issued in June 2024.
September 2029Sublease for office and laboratory space in South San Francisco expires.
August 11, 2030Expiration date for Class A Warrants (unless earlier due to Phase 2 enrollment announcement).
March 2034Phased implementation of EHDS Regulation runs until this date.
2041Expected patent expiration for 4334 compositions of matter and methods of use.
2042Expected patent expiration for processes for preparing 4334 and crystalline forms of 4334.
2043Expected patent expiration for 5366 compositions of matter and methods of use.
2043 to 2045Expected patent expiration for synthetic processes, crystal forms, and pharmaceutical formulations of 5366.
2044Expected patent expiration for 6250 compositions of matter and methods of use.
2045Expected patent expiration for crystalline forms of 6250.

Recommendation

buy

The filing presents a strong case for a 'buy' recommendation. The licensing of the HPI program to Gilead, a major pharmaceutical company, provides significant validation for Assembly Bio's scientific platform and pipeline. The $35 million upfront payment, coupled with potential regulatory and commercial milestones up to $330 million and tiered royalties, substantially de-risks the HPI program and provides a clear path to future revenue. The positive Phase 1b data for both 5366 and 1179, exceeding efficacy targets, further strengthens the HPI program's commercial potential. While Gilead's decision to pass on the HBV program (ABI-4334) is a setback, the company retains full rights and is actively seeking new partners, which could still unlock value. The overall financial position has improved dramatically, with a reduced net loss and a healthy cash runway into 2028, bolstered by successful capital raises. This financial stability, combined with promising clinical progress and a strategic partnership, positions Assembly Bio favorably for future growth.

Keywords

Biotechnology, Antiviral, Herpes, Hepatitis B, Hepatitis Delta, Clinical Trials, Drug Development, Gilead Sciences, HPI, CAM, NNPI, Recurrent Genital Herpes, HSV-1, HSV-2, HDV, HBV, Transplant-Associated Herpesviruses, ABI-5366, ABI-1179, ABI-6250, ABI-4334, ABI-7272, SEC Filing, 10-K

Disclaimer:The information provided here is for general informational purposes only and does not constitute financial advice, recommendation, or endorsement of any kind. It may contain errors or omissions. You should not rely on this information to make financial decisions. Always seek the advice of a qualified financial professional before making any investment or financial decisions. Use of this information is at your own risk.