Exhibit 10.27
SUBSCRIPTION AGREEMENT
This Subscription Agreement (this "Subscription") is dated October 1, 2014, by
and between the investor identified on the signature page hereto (the
"Investor") and Assembly Biosciences, Inc., a company incorporated and
registered in the State of Delaware (the "Company"), whereby the parties agree
as follows:
1.
Subscription.
(a)
Investor agrees to buy and the Company agrees to sell and issue to
Investor (i) such number of the Company's shares of common stock (the "Shares"),
$0.001 par value per share (the "Common Shares") as set forth on the signature
page hereto, for an aggregate purchase price (the "Purchase Price") equal to the
product of (x) the aggregate number of Common Shares the Investor has agreed to
purchase and (y) the purchase price per Common Share set forth on the signature
page hereto. The Purchase Price is set forth on the signature page hereto. The
Company proposes to enter into substantially this same form of Subscription
Agreement with certain other investors (the "Other Investors") and expects to
complete sales of the Common Shares to them. The Investor and the Other
Investors are hereinafter sometimes collectively referred to as the "Investors,"
and this Subscription and the Subscription Agreements executed by the Other
Investors are hereinafter sometimes collectively referred to as the
"Subscriptions".
(b)
The Common Shares have been registered on a Registration Statement on Form
S-3 (Registration No. 333-179259) (the "Registration Statement"). The
Registration Statement has been declared effective by the Securities and
Exchange Commission (the "Commission") and is effective on the date hereof. The
prospectus included in the Registration Statement at the time it was declared
effective by the Commission or in the form in which it has been most recently
filed with the Commission on or prior to the date of this Subscription is
hereinafter called the "Base Prospectus." Any preliminary form of prospectus
which is filed or used prior to filing of the Prospectus (as hereinafter
defined) is hereinafter called a "Preliminary Prospectus." Any reference herein
to the Base Prospectus, any Preliminary Prospectus or the Prospectus or to any
amendment or supplement to any of the foregoing shall be deemed to include any
documents incorporated by reference therein pursuant to Item 12 of Form S-3
under the Securities Act of 1933, as amended (the "Securities Act"), and also
shall be deemed to include any documents incorporated by reference therein, and
any supplements or amendments thereto, filed with the Commission after the date
of filing of the Prospectus pursuant to Rule 424(b) under the Securities Act,
and prior to the termination of the offering of the Common Shares by the
Placement Agent. A final prospectus supplement will be delivered to the Investor
as required by law. Such final prospectus supplement, in the form in which it
shall be filed with the Commission pursuant to Rule 424(b) (including the Base
Prospectus as so supplemented) is hereinafter called the "Prospectus." The Base
Prospectus, as supplemented by the Preliminary Prospectus dated as of September
30, 2014 and the pricing information