As filed with the U.S. Securities and Exchange Commission on June 18, 2019.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
STOKE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
Delaware | 2834 | 47-1144582 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
45 Wiggins Avenue
Bedford, MA 01730
(781) 430-8200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Edward M. Kaye, M.D.
Chief Executive Officer
Stoke Therapeutics, Inc.
45 Wiggins Avenue
Bedford, MA 01730
(781)-430-8200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Effie Toshav, Esq. | Deanna Kirkpatrick, Esq. | |||
Robert A. Freedman, Esq. | Marcel Fausten, Esq. | |||
Alan Smith, Esq. | Davis Polk & Wardwell LLP | |||
Julia Forbess, Esq. | 450 Lexington Avenue | |||
Fenwick & West LLP | New York, NY 10017 | |||
555 California Street | (212) 450-4000 | |||
San Francisco, California 94104 | ||||
(415) 875-2300 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☒ 333-231700
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
Emerging growth company | ☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Each Class of Securities to be Registered | Amount to be | Proposed Maximum Per Share | Proposed Maximum Aggregate Offering Price | Amount of Registration Fee(2) | ||||
Common stock, $0.0001 par value per share | 1,369,776 | $18.00 | $24,655,968 | $2,989 | ||||
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(1) | Represents 1,369,776 additional number of shares being registered, including 178,666 additional shares that the underwriters have the option to purchase, if any. Does not include the securities that the Registrant previously registered on the Registration Statement on Form S-1, as amended (File No. 333-231700). |
(2) | The registration fee is calculated in accordance with Rule 457(a) under the Securities Act of 1933, as amended, or the Securities Act, based on the proposed maximum aggregate offering price. The Registrant previously registered securities with an aggregate offering price not to exceed $123,280,000 on a Registration Statement on Form S-1, as amended (File No. 333-231700), which was declared effective by the Securities and Exchange Commission on June 18, 2019. In accordance with Rule 462(b) under the Securities Act, an additional amount of shares having a proposed maximum aggregate offering price of $24,655,968 are hereby registered, which includes the additional shares that the underwriters have the option to purchase. |
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act.
EXPLANATORY NOTE AND INCORPORATION OF
CERTAIN INFORMATION BY REFERENCE
Pursuant to Rule 462(b) under the Securities Act of 1933, as amended (“Securities Act”), Stoke Therapeutics, Inc. (“Registrant”) is filing this Registration Statement on Form S-1 (this “Registration Statement”) with the Securities and Exchange Commission (“Commission”). This Registration Statement relates to the public offering of securities contemplated by the Registration Statement on Form S-1, as amended (File No. 333-231700) (the “Prior Registration Statement”), which the Registrant originally filed with the Commission on May 23, 2019, and subsequently amended on June 7, 2019 and June��12, 2019, and which the Commission declared effective on June 18, 2019.
The Registrant is filing this Registration Statement for the sole purpose of increasing the aggregate number of shares of common stock offered by the Registrant by 1,369,776 shares, 178,666 of which are subject to purchase upon exercise of the underwriters’ option to purchase additional shares of the Registrant’s common stock. The additional shares that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in the Calculation of Registration Fee table contained in the Prior Registration Statement. The information set forth in the Prior Registration Statement and all exhibits to the Prior Registration Statement are incorporated by reference into this Registration Statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed herewith.
EXHIBIT INDEX
* | Filed herewith |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement on Form S-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bedford, State of Massachusetts, on the 18th day of June 2019.
STOKE THERAPEUTICS, INC. | ||
By: | /s/ Edward M. Kaye, M.D. | |
Edward M. Kaye, M.D. | ||
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement on Form S-1 has been signed by the following persons in the capacities and on the dates indicated.
Name | Title | Date | ||
/s/ Edward M. Kaye Edward M. Kaye, M.D. | Chief Executive Officer and Director (Principal Executive Officer) | June 18, 2019 | ||
/s/ Stephen J. Tulipano Stephen J. Tulipano | Chief Financial Officer (Principal Financial and Accounting Officer) | June 18, 2019 | ||
* Samuel W. Hall, Ph.D. | Director | June 18, 2019 | ||
* Seth L. Harrison, M.D.. | Director | June 18, 2019 | ||
* Adrian R. Krainer, Ph.D. | Director | June 18, 2019 | ||
* Arthur A. Levin, Ph.D. | Director | June 18, 2019 | ||
* Arthur O. Tzianabos, Ph.D | Director | June 18, 2019 | ||
* Jennifer C. Burstein | Director | June 18, 2019 |
* By Attorney-in-Fact |
/s/ Stephen J. Tulipano |
Stephen J. Tulipano |