SEC Comment Letter for Stoke Therapeutics, Inc. (STOK) (CIK 0001623526) (STOK) — Jun 3, 2019
Stoke Therapeutics, Inc. (STOK) (CIK 0001623526)
Date: June 3, 2019 · CIK: 0001623526 · Accession: 0000000000-19-009270
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-231700
Referenced dates: April 17, 2019
Letter
June 3, 2019 Edward Kaye Chief Executive Officer Stoke Therapeutics, Inc. 45 Wiggins Avenue Bedford, MA 01730 Re:Stoke Therapeutics, Inc. Registration Statement on Form S-1 Filed May 23, 2019 File No. 333-231700 Dear Dr. Kaye: We have reviewed your registration statement and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to these comments, we may have additional comments. Unless we note otherwise, our references to prior comments are to comments in our May 14, 2019 letter. Registration Statement on Form S-1 Description of capital stock Anti-takeover provisions Restated certificate of incorporation and restated bylaw provisions, page 151 1.We note your response to comment 8 in our letter dated April 17, 2019 that it is the registrant’s position that the reference “to the fullest extent permitted by law” in your certificate of incorporation is sufficient to indicate that your exclusive forum provision will not apply to actions brought under the Exchange Act. However, this may not be clear to investors. If you do not intend to state in your certificate of incorporation that the provision does not apply to actions arising under the Exchange Act, please tell us how you will inform investors in future filings that the provision does not apply to any actions
FirstName LastNameEdward Kaye Comapany NameStoke Therapeutics, Inc. June 3, 2019 Page 2 FirstName LastName Edward Kaye Stoke Therapeutics, Inc. June 3, 2019 Page 2 arising under the Exchange Act, as you do on page 153. In addition, please expand your risk factor on page 57 to state that your exclusive forum provision applies to claims under the Securities Act and to address any uncertainty as to whether a court would enforce an exclusive forum provision with respect to claims under the Securities Act. We remind you that 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. You may contact Rolf Sundwall at 202-551-3105 or Jim Rosenberg at 202-551-3679 if you have questions regarding comments on the financial statements and related matters. Please contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other questions. Sincerely, Division of Corporation Finance Office of Healthcare & Insurance
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June 3, 2019
Edward Kaye
Chief Executive Officer
Stoke Therapeutics, Inc.
45 Wiggins Avenue
Bedford, MA 01730
Re:Stoke Therapeutics, Inc.
Registration Statement on Form S-1
Filed May 23, 2019
File No. 333-231700
Dear Dr. Kaye:
We have reviewed your registration statement and have the following comments. In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments. Unless we note
otherwise, our references to prior comments are to comments in our May 14, 2019 letter.
Registration Statement on Form S-1
Description of capital stock
Anti-takeover provisions
Restated certificate of incorporation and restated bylaw provisions, page 151
1.We note your response to comment 8 in our letter dated April 17, 2019 that it is the
registrant’s position that the reference “to the fullest extent permitted by law” in your
certificate of incorporation is sufficient to indicate that your exclusive forum provision
will not apply to actions brought under the Exchange Act. However, this may not be clear
to investors. If you do not intend to state in your certificate of incorporation that the
provision does not apply to actions arising under the Exchange Act, please tell us how you
will inform investors in future filings that the provision does not apply to any actions
FirstName LastNameEdward Kaye
Comapany NameStoke Therapeutics, Inc.
June 3, 2019 Page 2
FirstName LastName
Edward Kaye
Stoke Therapeutics, Inc.
June 3, 2019
Page 2
arising under the Exchange Act, as you do on page 153. In addition, please expand your
risk factor on page 57 to state that your exclusive forum provision applies to claims under
the Securities Act and to address any uncertainty as to whether a court would enforce an
exclusive forum provision with respect to claims under the Securities Act.
We remind you that 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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
You may contact Rolf Sundwall at 202-551-3105 or Jim Rosenberg at 202-551-3679 if
you have questions regarding comments on the financial statements and related matters. Please
contact Sonia Bednarowski at 202-551-3666 or Justin Dobbie at 202-551-3469 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Healthcare & Insurance