UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers |
(d) On April 3, 2026, the Board of Directors (the “Board”) of Stoke Therapeutics, Inc. (“Stoke” or the “Company”), increased the size of the Board to ten (10) directors and, following the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed G. Clare Kahn, Ph.D. to serve on the Board as a Class I director, effective immediately, to fill the vacancy created by the increase in Board size. Dr. Kahn shall hold office for a term expiring at the 2026 Annual Meeting of Stoke’s stockholders, which is the next stockholder meeting at which Class I directors will be elected. Dr. Kahn was also appointed to serve on the Nominating and Corporate Governance Committee of the Board and as the chairperson of the Research and Development Committee of the Board, effective as of the date of her appointment.
There is no arrangement or understanding between Dr. Kahn and any other persons pursuant to which Dr. Kahn was selected as a director. Dr. Kahn is not a party to and does not have any direct or indirect material interest in any transaction with Stoke required to be disclosed under Item 404(a) of Regulation S-K. The Board determined that Dr. Kahn qualifies as an independent director pursuant to the Securities Act of 1933, as amended, and the listing standards of the Nasdaq Stock Market, in each case as currently in effect. Dr. Kahn also entered into Stoke’s standard form of indemnity agreement for its directors and executive officers, which was filed as Exhibit 10.1 to Stoke’s S-1 Registration Statement, as filed with the U.S. Securities and Exchange Commission on June 7, 2019.
In connection with her appointment to the Board, and in accordance with the Company’s non-employee director compensation program (the “Director Compensation Program”), Dr. Kahn will receive an annual cash retainer of $45,000 for service on the Board. In addition, in accordance with the Company’s 2019 Equity Incentive Plan (the “Plan”), on the effective date of her appointment, Dr. Kahn was granted an initial stock option to purchase 30,782 shares of the Company’s common stock, which represents a target grant date fair value of approximately $724,000 as calculated in accordance with ASC 718, and will vest in twelve substantially equal quarterly installments on each quarterly anniversary of the date of grant.
| Item 7.01 | Regulation FD. |
On April 7, 2026, the Company issued a press release regarding Dr. Kahn’s appointment, which is included as Exhibit 99.1 to this Form 8-K. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Press release issued by Stoke Therapeutics, Inc. dated April 7, 2026 | |
| 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: April 7, 2026 | By: | /s/ Thomas Leggett | ||||
| Thomas Leggett | ||||||
| Chief Financial Officer | ||||||