View:
United States securities and exchange commission logo
November 16, 2023
Edward M. Kaye, M.D.
Chief Executive Officer
Stoke Therapeutics, Inc.
45 Wiggins Avenue
Bedford, Massachusetts 01730
Re: Stoke Therapeutics,
Inc.
Schedule TO-I Filed
November 2, 2023
File No. 005-91051
Dear Edward M. Kaye:
We have reviewed your
filing and have the following comments.
Please respond to these comments by providing the requested
information or advise us as
soon as possible when you will respond. If you do not believe our
comments apply to your facts
and circumstances, please tell us why in your response.
After reviewing your response to these comments, we may have
additional comments.
All defined terms used herein have the same meaning as in your offer
materials, unless otherwise
indicated.
Schedule TO-I Filed November 2, 2023
General
1. The cross reference in
Item 7(b) of Schedule TO to Section 6 of the Offering
Memorandum appears to
be inappropriate, as Section 6 of the Offering Memorandum sets
forth the conditions to
the consummation of the Exchange Offer rather than material
conditions, if any, to
any financing of consideration to be provided in the Exchange Offer.
See Item 1007(b) of
Regulation M-A. Please revise.
Summary Term Sheet - Questions and Answers, page 5
2. Refer to the following
disclosure made on pages 9-10 of the Exchange Offer under
Question 10: Unless
we amend or terminate the Exchange Offer in accordance with its
terms, we will grant
you New RSUs in exchange for Eligible Options with respect to
which you properly made
a valid election (and did not validly revoke that election),
effective as of the New
RSU Grant Date, following the Expiration Time. However, it may
take a few weeks from
the Expiration Time for you to receive your New RSUs. Please
Edward M. Kaye, M.D.
FirstName LastNameEdward M. Kaye, M.D.
Stoke Therapeutics, Inc.
Comapany 16,
November NameStoke
2023 Therapeutics, Inc.
November
Page 2 16, 2023 Page 2
FirstName LastName
explain in your response letter how this payment process is consistent
with your obligation
to pay promptly under Rule 13e-4(f)(5).
Procedures for Tendering Eligible Options, page 25
3. Refer to the following disclosure on page 26 of the Exchange Offer:
"Subject to Rule 13e-
4 under the Exchange Act, we also reserve the right to waive any of
the conditions of the
Exchange Offer or any defect or irregularity in any tender with
respect to any particular
Eligible Option or any particular Eligible Employee." Please revise to
avoid the
implication that you may waive a condition of the offer as to one or
some Eligible
Employees, rather than generally waiving such offer condition. All
conditions to the
Exchange Offer must apply uniformly to all Eligible Employees.
Withdrawal Rights, page 27
4. Refer to the following disclosure made on page 27 of the Exchange
Offer: "[I]f we have
not accepted your tendered Eligible Options by 11:59 p.m. Eastern Time
on December 28,
2023 (which is the 40th business day following the commencement of the
offer), you may
withdraw your Eligible Options at any time thereafter but prior to our
acceptance." It does
not appear that December 28, 2023 is the 40th business day (as defined
in Rule 13e-
4(a)(3)) after commencement of this Exchange Offer. Please revise or
advise.
Conditions of the Exchange Offer, page 28
5. On page 29 of the Exchange Offer, you have included a condition that
will be triggered by
any general suspension of trading in, or limitation on prices for,
securities on any
national securities exchange or automated quotation system or in the
over-the-counter
market. Please revise to explain what would be considered a
limitation on prices for
securities on any national securities exchange or automated quotation
system or in the
over-the-counter market, or delete.
6. Refer to the following language in the condition on page 30 of the
Exchange Offer: any
changes occur in our business, financial condition, assets, income,
operations, prospects or
stock ownership that, in our reasonable judgment, is or may be
material to Stoke
Therapeutics. As drafted, the condition is extremely broad since it
is not limited to
negative changes. Please revise to outline how you will judge
materiality in this context,
or advise.
7. Refer to the following condition on page 30 of the Exchange Offer:
Any event or events
occur that have resulted or may result, in our reasonable judgment, in
a material
impairment of the contemplated benefits of the Exchange Offer to Stoke
Therapeutics . . .
. Revise to describe the "contemplated benefits of the Exchange
Offer" for purposes of
this offer condition.
8. Refer to the following statement made on page 30 of the Exchange
Offer: We may waive
the conditions, in whole or in part, at any time and from time to time
prior to our
Edward M. Kaye, M.D.
FirstName LastNameEdward M. Kaye, M.D.
Stoke Therapeutics, Inc.
Comapany 16,
November NameStoke
2023 Therapeutics, Inc.
November
Page 3 16, 2023 Page 3
FirstName LastName
acceptance of your tendered Eligible Options for exchange, whether or
not we waive any
other condition to the Exchange Offer. If an offer condition is
triggered while the offer
is pending, in our view, the offeror must promptly inform security
holders whether it will
assert the condition and terminate the offer, or waive it and
continue. Reserving the right
to waive a condition at any time and from time to time may be
inconsistent with your
obligation in this regard. Please confirm in your response letter that
you will promptly
notify target security holders if a condition is triggered while the
Exchange Offer is
pending.
Information Concerning Stoke Therapeutics; Financial Information, page 32
9. Refer to Item 10 of Schedule TO. To the extent that you are
incorporating by reference
financial statements in other filings by Stoke Therapeutics, revise to
expressly do so and
to identify where the specific information may be found within the
applicable filing(s).
See Instruction 3 to Item 10 of Schedule TO.
10. See our last comment above. Where a filing person elects to
incorporate by reference the
information required by Item 1010(a) of Regulation M-A, all of the
summarized financial
information required by Item 1010(c) must be disclosed in the document
furnished to
security holders. See Instruction 6 to Item 10 of Schedule TO and
telephone interpretation
I.H.7 in the July 2001 supplement to our Manual of Publicly
Available Telephone
Interpretations available on the Commission s website at
http://www.sec.gov. Please
revise the Offering Memorandum to include the information required by
Item 1010(c) of
Regulation M-A and disseminate the amended disclosure in the same
manner as the
original offer materials.
11. Please include the Company s book value per share as of the date of
the most recent
balance sheet presented. See Item 1010(a)(4) of Regulation M-A.
12. In your response letter, explain why you do not believe pro forma
financial information
is material in the context of the Exchange Offer, or revise to provide
such information in
the amended disclosure document. See Item 1010(b) of Regulation M-A
and Item 10
of Schedule TO.
Interests of Directors and Executive Officers; Transactions and Arrangements
Concerning Our
Securities, page 33
13. Please revise the Offering Memorandum or Schedule TO to provide the
information
required by Item 1008(a) of Regulation M-A for each person named in
response to Item
1003(a) of Regulation M-A and by each associate and majority-owned
subsidiary of those
persons, if applicable.
We remind you that the filing persons are responsible for the accuracy
and adequacy of
their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
Edward M. Kaye, M.D.
Stoke Therapeutics, Inc.
November 16, 2023
Page 4
Please direct any questions to Christina Chalk at 202-551-3263 or Shane
Callaghan at
202-330-1032.
FirstName LastNameEdward M. Kaye, M.D. Sincerely,
Comapany NameStoke Therapeutics, Inc.
Division of
Corporation Finance
November 16, 2023 Page 4 Office of Mergers &
Acquisitions
FirstName LastName