Assembly Biosciences Inc 美股招股说明书（2026年5月26日版）

We are a “smaller reporting company” as defined under the federal securities laws and, as such, we have elected to comply with reduced reporting requirements for this prospectus supplementand may elect to do so in future filings. INVESTING IN OUR SECURITIES INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE RISKS ANDUNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGES-5 OF THIS PROSPECTUSSUPPLEMENT AND IN THE ACCOMPANYING PROSPECTUS, AND UNDER ITEM 1A. (“RISK FACTORS”) OF OUR ANNUALREPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER31, 2025, AND ITEM 1A. (“RISK FACTORS”) OF OUR Guggenheim Securities TABLE OF CONTENTS ABOUT THIS PROSPECTUS SUPPLEMENT This document contains two parts. The first part is this prospectus supplement, which describes the specific terms of this offering and also supplementsand updates information contained in the accompanying prospectus and the documents incorporated by reference into this prospectus supplement andthe accompanying prospectus. The second part is the accompanying prospectus, which provides more general information, some of which may not applyto this offering. If the information contained in this prospectus supplement differs or varies from the information contained in the accompanyingprospectus or in any document incorporated by reference herein or therein that was filed with the Securities and Exchange Commission (“SEC”) beforethe date of this prospectus supplement, you should rely on the information set forth in this prospectus supplement. If any statement in one of these You should rely only on the information contained in or incorporated by reference into this prospectus supplement and the accompanying prospectus.We have not authorized anyone to provide you with information that is in addition to or different from that contained in or incorporated by reference intothis prospectus supplement and the accompanying prospectus or contained in any permitted free writing prospectuses we have authorized for use in We are offering to sell, and seeking offers to buy, shares of our common stock and/or pre-funded warrants only in jurisdictions where such offers andsales are permitted. The information contained in this prospectus supplement, the accompanying prospectus and any related free writing prospectus, aswell as the documents incorporated by reference herein and therein is accurate only as of their respective dates (or any such earlier date as of which suchinformation is given), regardless of the time of delivery of any such document or the time of any sale of the common stock and/or the pre-fundedwarrants. Our business, financial condition, results of operations and prospects may have changed materially since those dates. It is important for you toread and consider all information contained or incorporated by reference in this prospectus supplement, the accompanying prospectus and any free We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that isincorporated by reference in this prospectus supplement or the accompanying prospectus were made solely for the benefit of the parties to suchagreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a When used in this prospectus supplement, the terms “Assembly Bio,” “Assembly,” the “Company,” “we,” “our” and “us” refer to AssemblyBiosciences, Inc. and its consolidated subsidiaries, unless otherwise specified or the context otherwise requires. This prospectus supplement, the accompanying prospectus and the documents incorporated by reference contain estimates, projections and otherinformation concerning our industry, our business, and the markets for certain diseases, including data regarding the estimated size of those markets, and certain medical conditions. Information that is based on estimates, forecasts, projections, market research or similar methodologies is inherently subjectto uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwiseexpressly stated, we obtained this industry, business, market and other data from reports, research surveys, studies and similar data prepared by marketresearch firms and other third parties, industry, medical and general publications, government data and similar sources. Additionally, while suchinformation has been obtained from sources believed to be reliable, there can be no assurance as to the accuracy or completeness of the included No action is being taken in any jurisdiction outside the United States to permit an offering of the securities or possession or distribution of thisprospectus supplement or the accompanying prospectus in that jurisdiction. Persons who come into possession of this prospectus supplement orthe accompanying prospectus in jurisdictions outside the U