This Amendment No. 1 to Schedule TO (together with any exhibits and annexes attached hereto, this
Amendment No. 1), is filed by Stoke Therapeutics, Inc., a Delaware corporation (the Company), and amends and supplements the Tender Offer Statement on Schedule TO filed by the Company with the
Securities and Exchange Commission on November 2, 2023 (together with any amendments and supplements thereto, the Schedule TO). The Schedule TO relates to an offer by the Company to certain employee optionholders, subject
to specified conditions, to exchange some or all of their outstanding options to purchase shares of the Companys common stock, par value $0.0001 per share (the Common Stock), for an award of restricted stock units of
the Company, upon the terms and subject to the conditions set forth in the Offer to Exchange Eligible Options for New Restricted Stock Units dated November 2, 2023 (the Exchange Offer), attached as Exhibit
(a)(1)(A) to the Schedule TO and incorporated herein by reference.
This Amendment No. 1 is being filed to reflect certain updates as described below.
Except as otherwise set forth in this Amendment No. 1, the information set forth in the Schedule TO remains unchanged and is incorporated herein by reference to the extent relevant to the items in this Amendment No. 1. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Schedule TO. You should read this Amendment No. 1 together with the Schedule TO and the Exchange Offer.
Page 17 of the Exchange Offer.
Page 17 of the Exchange
Offer is amended and supplemented by replacing the first paragraph under Risk Factors. with the following:
Participation in the Exchange
Offer involves a number of potential risks and uncertainties, including those described below. You should consider, among other things, these risks and uncertainties before deciding whether or not to tender your Eligible Options for exchange in the
manner described in the Exchange Offer. You should carefully review the risk factors set forth below and those contained in our Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission (the
SEC) on March 6, 2023 and our Quarterly Reports on Form 10-Q for the quarter ended March 31, 2023, June 30, 2023 and September 30, 2023, filed with the SEC on May 4, 2023, August 7, 2023 and November 7, 2023, respectively,
as well as the other information provided in the Exchange Offer and the other materials that we have filed or will file in the future with the SEC, before making a decision as to whether or not to tender your Eligible Options. See Section 16 of the
Offering Memorandum (Additional Information) for more information regarding reports we file with the SEC and how to obtain copies of or otherwise review these reports.
Page 19 of the Exchange Offer.
Page 19 of the Exchange
Offer is amended and supplemented by replacing the first sentence under Risk FactorsRisks that are Related to Our Business and Common Stock with the following:
You should carefully review the risk factors contained in our periodic and other reports filed with the SEC, including those in our Quarterly Report on Form
10-Q for the quarters ended March 31, 2023, June 30, 2023 and September 30, 2023, and our Annual Report on Form 10-K for the year ended December 31, 2022, and also the other information provided in this Exchange Offer (including the Schedules to
this Exchange Offer) and the other materials that we have filed or will file in the future with the SEC, before making a decision on whether to surrender your eligible stock options for exchange.
Page 33 of the Exchange Offer.
Page 33 of the Exchange
Offer is amended and supplemented by replacing the first paragraph under Section 9. Information Concerning Stoke Therapeutics; Financial InformationFinancial Information. with the following:
This Offering Memorandum should be read in conjunction with the Managements Discussion and Analysis of Financial Condition and Results of
Operations and the consolidated financial statements and the notes thereto
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