SCHEDULE: Commodore Capital Takes 9.9% Stake in Assembly Bio

Commodore Capital LP and related entities have reported a 9.9% passive ownership stake in Assembly Biosciences, Inc., totaling 1,615,981 shares.

Summary

• Commodore Capital LP, Commodore Capital Master LP, Robert Egen Atkinson, and Michael Kramarz collectively reported beneficial ownership of 1,615,981 shares of Assembly Biosciences, Inc. Common Stock.
• This represents 9.9% of Assembly Biosciences' outstanding Common Stock.
• The ownership includes 1,000,000 common shares and 615,981 shares acquirable through the exercise of a pre-funded warrant.
• The ownership percentage is calculated based on 15,560,009 shares outstanding as of August 8, 2025, plus the 615,981 shares from the pre-funded warrant.
• The reporting persons have shared voting and dispositive power over all 1,615,981 shares.
• The securities were acquired and are held for passive investment purposes, not to change or influence control of Assembly Biosciences.

Sentiment

Score: 7

Explanation: The filing indicates a significant passive investment by a reputable firm, which is generally a positive signal of confidence in the company's long-term prospects. However, it provides no operational or financial updates from the company itself.

Positives

• A significant institutional investor, Commodore Capital, has taken a substantial 9.9% stake in Assembly Biosciences, indicating confidence in the company's long-term prospects.
• The investment includes both direct common stock and pre-funded warrants, suggesting a strategic entry point for the investor.

Risks

• The beneficial ownership of certain warrants (424,839 shares underlying a pre-funded warrant, 1,020,410 shares from Series A Warrants, and 1,020,410 shares from Series B Warrants) is subject to a 9.99% limitation, which could restrict immediate full exercise and conversion.
• The investment is passive and not intended to influence control, meaning the investor will not actively drive strategic changes within the company.

Future Outlook

NA

Industry Context

This filing indicates a significant passive investment by Commodore Capital in Assembly Biosciences, a biotechnology company. Such investments are common in the biotech sector, where institutional investors often take positions in companies with promising pipelines or strategic potential, even if the investment is passive.

Stakeholder Impact

• Shareholders: The entry of a significant institutional investor like Commodore Capital could be viewed positively, potentially increasing investor confidence and liquidity.

Key Dates

Keywords

Assembly Biosciences, Commodore Capital, ABIO, Schedule 13G, Beneficial Ownership, Institutional Investment, Common Stock, Pre-funded Warrants, Biotechnology, Pharmaceuticals