March 28, 2025
Via EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Re: | Assembly Biosciences, Inc. |
Registration Statement on Form S-3
Filed March 20, 2025
File No. 333-285970
Request for Acceleration of Effective Date
Ladies and Gentlemen:
Pursuant to Rule 461 of the Securities Act of 1933, as amended, Assembly Biosciences, Inc. (the “Company”) hereby requests acceleration of the effective date of its Registration Statement on Form S-3 (File No. 333-285970) (the “Registration Statement”) to 4:30 p.m. Eastern Time on Tuesday, April 1, 2025 or as soon thereafter as practicable.
The Company acknowledges that both the Company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff of the U.S. Securities and Exchange Commission.
Please contact P. Michelle Gasaway of Skadden, Arps, Slate, Meagher & Flom LLP, special counsel to the Company, at +1.213.687.5122, as soon as the Registration Statement has been declared effective, or if you have any other questions or concerns regarding this matter.
| Regards, | ||
| By: | /s/ Jason A. Okazaki | |
| Name: | Jason A. Okazaki | |
| Title: | Chief Executive Officer and President | |
| cc: | P. Michelle Gasaway |
Skadden, Arps, Slate, Meagher & Flom LLP
John O. Gunderson
Assembly Biosciences, Inc.
Two Tower Place, 7th Floor, South San Francisco, CA 94080