Stoke Therapeutics Inc美股招股说明书(2026-08-03版)

Up to $200,000,000 Common Stock We previously entered into a Controlled Equity OfferingSMSales Agreement, or the Sales Agreement, with Cantor Fitzgerald& Co., or Cantor,relating to shares of our common stock offered by this prospectus supplement and the accompanying base prospectus. In accordance with the terms ofthe Sales Agreement, pursuant to this prospectus supplement and the accompanying base prospectus, we may offer and sell shares of our common stockhaving an aggregate offering price of up to $200,000,000 from time to time through Cantor acting as our agent. As of the date of this prospectussupplement, we previously issued and sold under the Sales Agreement approximately 4.7million shares of our common stock for aggregate net proceedsof $146.4million pursuant to the prospectus supplement and accompanying base prospectus dated March18, 2026. This prospectus supplement replacesand supersedes in its entirety the prior prospectus supplement and we will not make any further offers or sales of our common stock pursuant to the priorprospectus supplement following the date of this prospectus supplement. Our common stock is traded on The Nasdaq Global Select Market under the symbol “STOK.” The last reported sales price of our common stockon The Nasdaq Global Select Market on July31, 2026 was $28.86per share. Sales of our common stock, if any, under this prospectus supplement may be made in sales deemed to be an “at the market offering” as defined inRule 415(a)(4) promulgated under the Securities Act of 1933, as amended, or the Securities Act. Cantor is not required to sell any specific number ordollar amount of securities, but will act as a sales agent using commercially reasonable efforts consistent with its normal trading and sales practices, onmutually agreed terms between Cantor and us. There is no arrangement for funds to be received in any escrow, trust or similar arrangement. The compensation to Cantor for sales of common stock sold pursuant to the Sales Agreement will be up to 3.0% of the aggregate gross proceedsof any shares of common stock sold under the Sales Agreement. In connection with the sale of the common stock on our behalf, Cantor will be deemedto be an “underwriter” within the meaning of the Securities Act and the compensation of Cantor will be deemed to be underwriting commissions ordiscounts. We have also agreed to provide indemnification and contribution to Cantor with respect to certain liabilities, including liabilities under theSecurities Act or the Securities Exchange Act of 1934, as amended, or the Exchange Act. Investing in our securities involves a high degree of risk. You should review carefully the risks and uncertaintiesreferenced under the heading “Risk Factors” on page S-7 of this prospectus supplement as well as those contained inany accompanying prospectus and any related free writing prospectus or prospectus supplement we prepare orauthorize in connection with this offering, and in the other documents that are incorporated by reference into thisprospectus supplement or the accompanying base prospectus. Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this prospectus supplement or the accompanying base prospectus is truthful or complete. Any representation to the contrary is acriminal offense. The date of this prospectus supplement is August3, 2026. TABLE OF CONTENTS Prospectus Supplement ABOUT THIS PROSPECTUS SUPPLEMENTWHERE YOU CAN FIND MORE INFORMATION; INCORPORATION BY REFERENCEPROSPECTUS SUPPLEMENT SUMMARYTHE OFFERINGRISK FACTORSCAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTSUSE OF PROCEEDSDILUTIONPLAN OF DISTRIBUTIONLEGAL MATTERSEXPERTS Prospectus ABOUT THIS PROSPECTUSPROSPECTUS SUMMARYRISK FACTORSFORWARD-LOOKING STATEMENTSWHERE YOU CAN FIND MORE INFORMATIONINCORPORATION OF INFORMATION BY REFERENCEUSE OF PROCEEDS PLAN OF DISTRIBUTIONDESCRIPTION OF CAPITAL STOCKDESCRIPTION OF DEBT SECURITIESDESCRIPTION OF WARRANTSDESCRIPTION OF SUBSCRIPTION RIGHTSDESCRIPTION OF UNITSLEGAL MATTERSEXPERTS ABOUT THIS PROSPECTUS SUPPLEMENT This prospectus supplement is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC, using a “shelf”registration process. Under this shelf registration process, we may from time to time sell shares of our common stock. Under this prospectus supplement,we may from time to time sell shares of our common stock having an aggregate offering price of up to $200,000,000, at prices and on terms to bedetermined by market conditions at the time of the offering. We provide information to you about this offering of shares of our common stock in two separate documents: (1)this prospectus supplement,which describes the specific details regarding this offering; and (2)the base prospectus referred to on the cover page of this prospectus supplement,which provides general information, some of which may not ap