Skadden, Arps, Slate, Meagher & Flom llp
2000 AVENUE OF THE STARS
Los Angeles, California 90067-4732
________
TEL: (213) 687-5000
FAX: (213) 687-5600
www.skadden.com
August 20, 2026
Assembly Biosciences, Inc. Two Tower Place, 7th Floor South San Francisco, California 94080 |
Re: Assembly Biosciences, Inc.
Registration Statement on Form S-8
Ladies and Gentlemen:
We have acted as special United States counsel to Assembly Biosciences, Inc., a Delaware corporation (the “Company”), in connection with its filing with the Securities and Exchange Commission (the “Commission”) of a registration statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933 (the “Securities Act”) on the date hereof, relating to the registration by the Company of an aggregate of (i) 1,200,000 shares (the “2018 Plan Shares”) of common stock of the Company, par value $0.001 per share (the “Common Stock”), for issuance pursuant to the Assembly Biosciences, Inc. 2018 Stock Incentive Plan, effective as of May 30, 2018 (the “2018 Original Plan”), as amended by Amendment No. 1 to the 2018 Original Plan, effective as of May 17, 2019 (the “2018 Plan Amendment No. 1”), as further amended by the Omnibus Amendment to the 2018 Original Plan, effective as of March 11, 2020 (the “Omnibus Amendment”), as further amended by Amendment No. 3 to the 2018 Original Plan, effective as of June 11, 2020 (the “2018 Plan Amendment No. 3”), as further amended by Amendment No. 4 to the 2018 Original Plan, effective as of May 20, 2021 (the “2018 Plan Amendment No. 4”), as further amended by Amendment No. 5 to the 2018 Original Plan, effective as of May 25, 2022 (the “2018 Plan Amendment No. 5”), as further amended by Amendment No. 6 to the 2018 Original Plan, effective as of May 25, 2023 (the “2018 Plan Amendment No. 6”), and as further amended by the Assembly Biosciences, Inc. Amended and Restated 2018 Stock Incentive Plan, effective as of May 29, 2024 (the “Amended and Restated 2018 Plan”), as further amended by Amendment No. 1 to the Amended and Restated 2018 Plan, effective as of June 5, 2025 (the “Amended and Restated 2018 Plan Amendment No. 1”), as further amended by Amendment No. 2 to the Amended and Restated 2018 Plan, effective as of June 5, 2025 (the “Amended and Restated 2018 Plan Amendment No. 2”) and as further amended by Amendment No. 3 to the Amended
