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  4. [8-K] Stoke Therapeutics, Inc. Reports Material Event

Stoke Therapeutics (Nasdaq: STOK) establishes $200M at-the-market stock program

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Stoke Therapeutics, Inc. filed a prospectus supplement relating to the offer and sale of up to $200,000,000 of common stock as “Placement Shares” under its existing Controlled Equity Sales Agreement with Cantor Fitzgerald & Co., structured as an at-the-market offering.

The prospectus supplement forms part of Stoke’s automatic shelf registration statement on Form S-3ASR (File No. 333-294402), originally filed March 18, 2026. A legal opinion from Fenwick & West LLP covering the Placement Shares is included as Exhibit 5.1, with a related consent and Inline XBRL cover data also provided.

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Filing Explained

The August 3 filing expands registered ATM capacity, while current evidence shows no completed issuance, proceeds, or resulting dilution.

This Form 8-K reports that Stoke Therapeutics filed a August 3, 2026 prospectus supplement covering up to $200 million of common stock under its existing sales agreement. The filing creates capacity for future stock issuance, but does not show that shares were issued or that proceeds were received. Although the filing describes an offer and sale, the $200 million amount is an offering ceiling, not evidence that the full amount has been sold.

The arrangement is an at-the-market program, allowing shares to be sold gradually into the open market at prevailing prices rather than through one single priced transaction. The supplement is part of the company's effective automatic shelf registration, which permits future registered sales without a new registration each time.

The shelf record separately reports approximately 3.2 million shares previously sold for net proceeds of $87.8 million under an earlier prospectus supplement; those historical amounts are not identified as proceeds from this filing.

A subsequent 424(b) prospectus supplement would state the final terms of a specific takedown, including the amount and price actually offered.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
ATM program size $200,000,000 Maximum aggregate amount of Placement Shares offered under the Sales Agreement
Common stock par value $0.0001 per share Par value of Stoke Therapeutics common stock registered on Nasdaq Global Select Market
Shelf registration file number 333-294402 Automatic shelf registration statement on Form S-3ASR supporting the prospectus supplement
Controlled Equity Sales Agreement financial
"entered into a Controlled Equity Sales Agreement (the “Sales Agreement”)"
at-the-market offering regulatory
"by any method that is deemed to be an “at-the-market offering” as defined in Rule 415"
An at-the-market offering is a method companies use to sell new shares of stock directly into the open market over time, rather than all at once. This allows them to raise money gradually, similar to selling small pieces of a product instead of a large batch. For investors, it means the company can access funding more flexibly, but it may also increase the supply of shares and influence the stock’s price.
automatic shelf registration statement regulatory
"forms a part of the Company’s automatic shelf registration statement on Form S-3ASR"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
prospectus supplement regulatory
"filed a prospectus supplement (the “Prospectus Supplement”) pursuant to Rule 424(b)"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
Rule 424(b) regulatory
"filed a prospectus supplement ... pursuant to Rule 424(b) under the Securities Act"
Rule 424(b) is a U.S. Securities and Exchange Commission requirement that companies file the exact prospectus or prospectus supplement they use to sell securities after a registration statement becomes effective. Think of it as the official posting of the final sales brochure so investors can see the precise terms, risks and use of proceeds; it matters because it ensures transparency, helps investors compare offerings and confirms the issuer complied with disclosure rules.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What stock offering did Stoke Therapeutics (STOK) disclose in this 8-K?
Stoke Therapeutics disclosed a prospectus supplement for the offer and sale of up to $200,000,000 of common stock as Placement Shares through Cantor Fitzgerald under a Controlled Equity Sales Agreement, using its existing automatic shelf registration on Form S-3ASR.

How large is the at-the-market offering program for Stoke Therapeutics (STOK)?
The at-the-market program covers up to $200,000,000 of common stock. These shares, called Placement Shares, may be offered and sold from time to time under Stoke Therapeutics’ Controlled Equity Sales Agreement with Cantor Fitzgerald & Co.

Which registration statement supports Stoke Therapeutics (STOK)’s new prospectus supplement?
The prospectus supplement forms part of Stoke Therapeutics’ automatic shelf registration statement on Form S-3ASR, File No. 333-294402, which was filed with the SEC on March 18, 2026 to register offerings of its securities.

Who acts as sales agent for Stoke Therapeutics (STOK)’s Placement Shares?
Cantor Fitzgerald & Co. serves as sales agent or principal for the Placement Shares. Common stock may be sold at market prices in transactions deemed an “at-the-market offering” under Rule 415 of the Securities Act of 1933.
false 0001623526 0001623526 2026-08-03 2026-08-03
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 3, 2026

 

 

Stoke Therapeutics, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   001-38938   47-1144582

(State or Other Jurisdiction

of Incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

 

45 Wiggins Ave  
Bedford, Massachusetts   01730
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s Telephone Number, Including Area Code: (781) 430-8200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

  

Trading
Symbol(s)

  

Name of each exchange

on which registered

Common Stock, $0.0001 par value per share   STOK   Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

 

 
 

Item 8.01

Other Events.

As previously disclosed, on May 20, 2022, Stoke Therapeutics, Inc., a Delaware corporation (the “Company”), entered into a Controlled Equity OfferingSM Sales Agreement (the “Sales Agreement”) with Cantor Fitzgerald & Co. (“Cantor”), pursuant to which the Company may offer and sell shares (“Placement Shares”) of common stock of the Company, par value $0.0001 per share, at any time and from time to time through or to Cantor, as sales agent or principal, at market prices by any method that is deemed to be an “at-the-market offering” as defined in Rule 415 under the Securities Act of 1933, as amended (the “Securities Act” ).

On August 3, 2026, the Company filed a prospectus supplement (the “Prospectus Supplement”) pursuant to Rule 424(b) under the Securities Act with the SEC relating to the offer and sale of up to $200,000,000 of Placement Shares under the Sales Agreement. The Prospectus Supplement forms a part of the Company’s automatic shelf registration statement on Form S-3ASR (File No. 333-294402), which was filed with the SEC on March 18, 2026.

The legal opinion of Fenwick & West LLP relating to the Placement Shares being offered pursuant to the Prospectus Supplement is filed as Exhibit 5.1 to this Current Report on Form 8-K.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy the Placement Shares as discussed herein, nor shall there be any sale of the Placement Shares in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

 

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.		   

Exhibit Title or Description

5.1    Opinion of Fenwick & West LLP
23.1    Consent of Fenwick & West LLP (included in Exhibit 5.1)
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      STOKE THERAPEUTICS, INC.
Date: August 3, 2026     By:  

/s/ Thomas E. Leggett

     

Thomas E. Leggett

Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Other Documents