Stoke Therapeutics, Inc. 5,555,557 Shares of Common Stock and Pre-Funded Warrants to Purchase 3,703,730 Shares of Common Stock Underwriting AgreementStoke Therapeutics, Inc. • March 28th, 2024 • Pharmaceutical preparations • New York
Stoke Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), (i) an aggregate of 5,555,557 shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and (ii) pre-funded warrants to purchase an aggregate of 3,703,730 shares of common stock of the Company, in a form to be mutually agreed by the Company and the Representative (the “Warrants”), and, at the option of the Underwriters, up to an additional 1,388,893 shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Warrants are herein referred to as the “Underwritten Securities.” The Underwritten Shares and the Option Shares are herein referred to as the “Shares.” The Shares and the Warrants are herein referred to as the “Securities.” The shares of common stock issuable upon exercise of the
STOKE THERAPEUTICS, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • May 20th, 2022 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • New York
Stoke Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (the “Agent”), as follows:
Stoke Therapeutics, Inc. [—] Shares of Common Stock Underwriting AgreementUnderwriting Agreement • June 7th, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • New York
Stoke Therapeutics, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of [—] shares of common stock, par value $0.0001 per share, of the Company (the “Underwritten Shares”) and, at the option of the Underwriters, up to an additional [—] shares of common stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of common stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as the “Stock”.
INDEMNITY AGREEMENTIndemnity Agreement • June 7th, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Indemnity Agreement, dated as of , 2019 is made by and between Stoke Therapeutics, Inc., a Delaware corporation (the “Company”), and , a director, officer or key employee of the Company or one of the Company’s subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (“Indemnitee”).
SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 26th, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Delaware
THIS SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the 22nd day of October, 2018, by and among Stoke Therapeutics, Inc., a Delaware corporation (the “Company”), and each of the Investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor.”
STOKE THERAPEUTICS, INC. Shares of Common Stock (par value $0.0001 per share) Controlled Equity OfferingSM Sales AgreementSales Agreement • July 10th, 2020 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • New York
Stoke Therapeutics, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. and Stifel, Nicolaus & Company, Incorporated (each, an “Agent” and together, the “Agents”), as follows:
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 4th, 2023 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Delaware
This Registration Rights Agreement (this “Agreement”) is made as of May 3, 2023 by and among Stoke Therapeutics, Inc. a Delaware corporation (the “Company”), and the persons listed on the attached Schedule A who are signatories to this Agreement (collectively, the “Investors”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
LEASE AGREEMENTLease Agreement • November 8th, 2021 • Stoke Therapeutics, Inc. • Pharmaceutical preparations
THIS LEASE AGREEMENT (this “Lease”) is made this 8 day of September, 2021, between ARE‑MA REGION NO. 24, LLC, a Delaware limited liability company (“Landlord”), and STOKE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • March 9th, 2021 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Change of Control Severance Agreement (the “Agreement”), is made and entered into this 21st day of October, 2020 (the “Effective Date”), by and between Stoke Therapeutics, Inc. (“Stoke”), and Barry Ticho (“Executive”).
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • March 9th, 2021 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Executive Employment Agreement (the “Agreement”), is made and entered into this 21st day of October, 2020 (the “Effective Date”), by and between Stoke Therapeutics, Inc. (“Stoke”), and Barry Ticho (“Executive”).
LEASE AGREEMENTLease Agreement • March 25th, 2024 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS LEASE AGREEMENT (this “Lease”) is made this 8 day of September, 2021, between ARE‑MA REGION NO. 24, LLC, a Delaware limited liability company (“Landlord”), and STOKE THERAPEUTICS, INC., a Delaware corporation (“Tenant”).
STOKE THERAPEUTICS, INC. SCIENTIFIC ADVISORY BOARD AGREEMENTScientific Advisory Board Agreement • August 8th, 2022 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This SCIENTIFIC ADVISORY BOARD Agreement (this “Agreement”) is entered into as of June 1, 2022 (the “Effective Date”) between Stoke Therapeutics, Inc., a Delaware corporation having offices at 45 Wiggins Avenue, Bedford, MA 01730 (“Stoke”) and Adrian Krainer, Ph.D. (“Advisor”). Advisor has unique skills and knowledge pertinent to Stoke’s business and Stoke desires to retain Advisor as a member of Stoke’s Scientific Advisory Board (“SAB”) under the terms of this Agreement.
February 12, 2019 Stephen Tulipano Stoneham, MA 02180Non-Competition Agreement • May 23rd, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Delaware
On behalf of Stoke Therapeutics, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as the Company’s Chief Financial Officer, effective as of March 18, 2019 (the “Employment Date”).
AMENDMENT TO SUBLEASESublease • November 8th, 2021 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
THIS AMENDMENT TO SUBLEASE (this “Amendment”) is dated as of September 8, 2021 (the “Effective Date”) by and between Homology Medicines, Inc., a Delaware corporation (“Sublessor”), and Stoke Therapeutics, Inc., a Delaware corporation ("Subtenant"). Capitalized terms used but not defined in this Amendment shall have the meanings ascribed to them in the Sublease.
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • August 7th, 2024 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Executive Employment Agreement (the “Agreement”), is made and entered into this 23rd day of April, 2024 (the “Effective Date”), by and between Stoke Therapeutics, Inc. (“Stoke”), and Thomas Leggett (“Executive”).
Edward Kaye, M.D. [ADDRESS]Confidentiality and Non-Competition Agreement • May 23rd, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Delaware
On behalf of Stoke Therapeutics, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as the Company’s Chief Executive Officer, effective as of October 17, 2017 (the “Employment Date”).
LICENSE AGREEMENT BETWEEN COLD SPRING HARBOR LABORATORY AND ASOTHERA PHARMACEUTICALS, INC.Restricted Stock Purchase Agreement • June 12th, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is made effective as of July 31, 2015 (the “Effective Date”) by and between Cold Spring Harbor Laboratory, a nonprofit New York State education corporation (“CSHL”) having an office at One Bungtown Road, Cold Spring Harbor, New York 11724 and ASOthera Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware (“ASOthera”), having an office at One Bungtown Road, Cold Spring Harbor, New York 11724.
September 8, 2017 Barry Ticho, M.D., Ph.D. Newton, MAEmployment Agreement • May 23rd, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
On behalf of Stoke Therapeutics, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as the Company’s Chief Medical Officer, effective as of October 2, 2017 (the “Employment Date”).
LICENSE AGREEMENT BETWEEN UNIVERSITY OF SOUTHAMPTON AND ASOTHERA PHARMACEUTICALS, INC.License Agreement • June 12th, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
This License Agreement (“Agreement”) is made effective as of the date of last signature as written below (the “Effective Date”) by and between University of Southampton, whose administrative offices are at University Road, Highfield, Southampton, SO17 1BJ (“University”) and ASOthera Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware (“ASOthera”), having an office at 3 Preston Court, Suite 102, Bedford, MA 01730.
May 2, 2024Stoke Therapeutics, Inc. • August 7th, 2024 • Pharmaceutical preparations • Massachusetts
This letter confirms the agreement (“Agreement”) between you and Stoke Therapeutics, Inc. (the “Company”) concerning the terms of your separation and offers you the separation compensation we discussed in exchange for a general release of claims and covenant not to sue.
CONSULTING AGREEMENTConsulting Agreement • May 23rd, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations
This Agreement is made as of October 24, 2014 between ASOthera Pharmaceuticals, Inc. (the “Company”) and Adrian Krainer, PhD (the “Consultant”), an employee of the Cold Spring Harbor Laboratory (“CSHL”). The Company is engaged in scientific research relating to the development of antisense-based drugs, therapies, diagnostic and research tools, products, services and intellectual property (the “Field”). The Consultant has experience in the Field, and the Company seeks to benefit from the Consultant’s expertise by retaining the Consultant as a consultant. The Consultant wishes to perform consulting services in the Field for the Company. Accordingly, the Company and the Consultant agree as follows:
November 20, 2015 Huw M. Nash, Ph.D. Lexington, MA 02421Confidentiality Agreement • May 23rd, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • New York
On behalf of ASOthera Pharmaceuticals, Inc. (the “Company”), this letter agreement (the “Agreement”) sets forth the terms and conditions of your appointment as the Chief Executive Officer of the Company, effective as of October 24, 2014 (the “Employment Date”).
LICENSE AGREEMENT BETWEEN UNIVERSITY OF SOUTHAMPTON AND ASOTHERA PHARMACEUTICALS, INC.License Agreement • May 23rd, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • England and Wales
This License Agreement (“Agreement”) is made effective as of the date of last signature as written below (the “Effective Date”) by and between University of Southampton, whose administrative offices are at University Road, Highfield, Southampton, SO17 1BJ (“University”) and ASOthera Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware (“ASOthera”), having an office at 3 Preston Court, Suite 102, Bedford, MA 01730.
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • August 7th, 2024 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Change of Control Severance Agreement (the “Agreement”), is made and entered into this 23rd day of April, 2024 (the “Effective Date”), by and between Stoke Therapeutics, Inc. (“Stoke”), and Thomas Leggett (“Executive”).
CHANGE OF CONTROL SEVERANCE AGREEMENTChange of Control Severance Agreement • November 12th, 2020 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Change of Control Severance Agreement (the "Agreement"), is made and entered into this 21st day of October, 2020 (the "Effective Date"), by and between Stoke Therapeutics, Inc. ("Stoke"), and Stephen Tulipano ("Executive").
LICENSE AND COLLABORATION AGREEMENTLicense and Collaboration Agreement • May 10th, 2022 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • New York
This License and Collaboration Agreement (this “Agreement”) is entered into as of January 9, 2022 (the “Effective Date”), by and between Stoke Therapeutics, Inc., a Delaware corporation having offices at 45 Wiggins Avenue, Bedford, MA 01730 (“Stoke”), and Acadia Pharmaceuticals Inc. a Delaware corporation having offices at 12830 El Camino Real, Suite 400 San Diego, CA 92130 (“Acadia”). Stoke and Acadia are referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
LICENSE AGREEMENT BETWEEN COLD SPRING HARBOR LABORATORY AND ASOTHERA PHARMACEUTICALS, INC.Restricted Stock Purchase Agreement • May 23rd, 2019 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • New York
This License Agreement (“Agreement”) is made effective as of July 31, 2015 (the “Effective Date”) by and between Cold Spring Harbor Laboratory, a nonprofit New York State education corporation (“CSHL”) having an office at One Bungtown Road, Cold Spring Harbor, New York 11724 and ASOthera Pharmaceuticals, Inc., a corporation organized and existing under the laws of Delaware (“ASOthera”), having an office at One Bungtown Road, Cold Spring Harbor, New York 11724.
AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • November 12th, 2020 • Stoke Therapeutics, Inc. • Pharmaceutical preparations • Massachusetts
This Amended and Restated Executive Employment Agreement (the "Agreement"), is made and entered into this 21st day of October, 2020 (the "Effective Date"), by and between Stoke Therapeutics, Inc. ('"Stoke"), and Stephen Tulipano ("Executive").
