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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2022
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE
TRANSITION PERIOD FROM TO
Commission File Number 001-38938
Stoke Therapeutics, Inc.
(Exact name of Registrant as specified in its Charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
45 Wiggins Ave
Bedford, Massachusetts
(Address of principal executive offices)
47-1144582
(I.R.S. Employer
Identification No.)
01730
(Zip Code)
Registrant’s telephone number, including area code: (781) 430-8200
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.0001 par value per share
Trading
Symbol(s)
STOK
Name of each exchange on which registered
Nasdaq Global Select Market
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ NO ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ NO ☒
Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES ☒ NO ☐
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant was required to submit such files). YES ☒ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large
accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Non-accelerated filer
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the
Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to
previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers
during the relevant recovery period pursuant to §240.10D-1(b). ☐
The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant, based on the closing price of the shares of common stock on The NASDAQ Stock Market
as of the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $297 million. The number of shares of Registrant’s Common Stock outstanding as of February
23, 2023 was 44,147,687.
Accelerated filer
Smaller reporting company
☐
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Definitive Proxy Statement relating to the 2023 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K to the extent stated
herein. The Definitive Proxy Statement will be filed within 120 days of the Registrant’s fiscal year ended December 31, 2022. Except with respect to information specifically incorporated by reference in this
Form 10-K, the Definitive Proxy Statement is not deemed to be filed as part of this Form 10-K.
Auditor Firm Id:
Boston, MA USA
Auditor Location:
Auditor Name:
KPMG LLP
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Table of Contents
Special Note Regarding Forward-Looking statements
PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.
Business
Risk Factors
Unresolved Staff Comments
Properties
Legal Proceedings
Mine Safety Disclosures
PART II
Item 5.
Item 6.
Item 7.
Item 7A.
Item 8.
Item 9.
Item 9A.
Item 9B.
Item 9C.
PART III
Item 10.
Item 11.
Item 12.
Item 13.
Item 14.
PART IV
Item 15.
Item 16.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
[Reserved]
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Financial Statements and Supplementary Data
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure
Controls and Procedures
Other Information
Disclosure Regarding Foreign Jurisdictions That Prevent Inspections
Directors, Executive Officers and Corporate Governance
Executive Compensation
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Certain Relationships and Related Transactions, and Director Independence
Principal Accounting Fees and Services
Exhibits, Financial Statement Schedules
Form 10-K Summary
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FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains forward-looking statements within the safe harbor provisions for forward-looking statements contained in
Section 27A of the Securities Act of 1933, as amended (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). All statements other than statements of present and historical facts contained in this Annual Report on Form 10-K, including statements
regarding our future results of operations and financial position, business strategy, prospective products, planned preclinical studies and clinical or field
trials, regulatory approvals, research and development costs, and timing and likelihood of success, as well as plans and objectives of management for future
operations, may be forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,”
“expect,” “plan,” “anticipate,” “could,” “intend,” “target,” “project,” “contemplate,” “believe,” “estimate,” “predict,” “potential” or “continue” or the
negative of these terms or other similar expressions, although not all forward-looking statements contain these words.
Forward-looking statements are based on our management’s beliefs and assumptions and on information currently available to us. Such statements are
subject to a number of known and unknown risks, uncertainties and assumptions, and actual results may differ materially from those expressed or implied
in the forward-looking statements due to various factors, including, but not limited to, those identified in Part II. Item 7. “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and Part I. Item 1A “Risk Factors.” These risks and uncertainties include, but are not limited to:
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our ability to become profitable;
our ability to procure sufficient funding;
our limited operating history;
our ability to develop, obtain regulatory approval for and commercialize STK-001, STK-002 and our future product candidates;
the direct and indirect impact of COVID-19, inflation, interest rates, foreign currency exchange rates and macroeconomic conditions on our
business, financial condition and operations, including on our expenses, supply chain, strategic partners, research and development costs,
clinical trials and employees;
our success in early preclinical studies or clinical trials, which may not be indicative of results obtained in later studies or trials;
our ability to obtain regulatory approval to commercialize STK-001, STK-002 or any other future product candidate;
the success of our collaboration with Acadia Pharmaceuticals and our ability to enter into successful collaborations in the future;
our ability to identify patients with the diseases treated by STK-001, STK-002 or our future product candidates, and to enroll patients in
trials;
the success of our efforts to use TANGO to expand our pipeline of product candidates and develop marketable products;
our ability to obtain, maintain and protect our intellectual property;
our reliance upon intellectual property licensed from third parties;
our ability to identify, recruit and retain key personnel;
our financial performance; and
developments or projections relating to our competitors or our industry.
You should read this Annual Report on Form 10-K and the documents that we reference herein completely and with the understanding that our actual future
results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements. Except as
required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained herein, whether as a result of any new
information, future events, changed circumstances or otherwise.
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Item 1. Business.
Overview
PART I
We are dedicated to addressing the underlying causes of severe diseases by upregulating protein expression with RNA-based medicines. Using our
proprietary TANGO (Targeted Augmentation of Nuclear Gene Output) approach, we are developing antisense oligonucleotides (“ASOs”) to selectively
restore protein levels. Our first compound, STK-001, is in clinical testing for the treatment of Dravet syndrome, a severe and progressive genetic epilepsy.
Dravet syndrome is characterized by frequent, prolonged and refractory seizures beginning within the first year of life. The disease is classified as a
developmental and epileptic encephalopathy due to the developmental delays and cognitive impairment associated with it.
Dravet syndrome is one of many diseases caused by a haploinsufficiency, in which a loss of approximately 50% of normal protein levels leads to
disease. We are also pursuing treatment for a second haploinsufficient disease, autosomal dominant optic atrophy (“ADOA”), the most common inherited
optic nerve disorder. Our initial focus is haploinsufficiencies and diseases of the central nervous system and the eye, although proof of concept has been
demonstrated in other organs, tissues, and systems, supporting our belief in the broad potential for our proprietary approach.
TANGO is based on the pioneering work conducted on pre-mRNA splicing and ASOs in the laboratory of one of our co-founders, Adrian R.
Krainer, Ph.D., of Cold Spring Harbor Laboratory in New York (“CSHL”). Inspired by the clinical success of SPINRAZA (nusinersen), an ASO medicine
for the treatment of spinal muscular atrophy that was co-invented by Professor Krainer, our company was founded to develop a general antisense approach
to upregulate protein expression.
Our executive management team has extensive collective expertise in human genetics and modulation of RNA processes using ASOs, as well as a
track record of success in rare disease drug development. Our executive team and co-founders have been previously involved with other companies in the
discovery, development and commercialization of many treatments for rare diseases, including Sarepta’s Exondys 51 (eteplirsen) and Biogen’s
SPINRAZA. Our scientific and clinical advisory boards are comprised of leading experts in the fields of human genetics, pre-mRNA splicing and ASOs,
and neurodevelopmental and neurodegenerative diseases. Their involvement in both academic research and clinical practice allows us to gain proprietary
and early insight into emerging biology and clinical practice that informs our business strategy.
Our strategy
We are using our proprietary RNA therapeutics platform to create ASOs for the treatment of severe diseases. The critical components of our
strategy include:
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Rapidly advance our lead program, STK-001, to clinical proof-of-concept, approval and commercialization. Phase 1/2a trials of STK-001
are ongoing in the United States (MONARCH) evaluating children and adolescents ages 2 to 18 with Dravet syndrome and in the United
Kingdom (ADMIRAL) evaluating children and adolescents ages 2 to up to 18 with Dravet syndrome. We are leveraging previously-
validated ASO chemistry, a modality that has been successfully utilized for other diseases, a well-defined patient population based on
routine genetic testing and learnings from approved drugs for the treatment of Dravet syndrome to inform the clinical and regulatory
pathways for STK-001 and minimize potential safety concerns and development risk. We believe STK-001 has the potential to significantly
reduce both the occurrence and frequency of seizures and also non-seizure comorbidities. We plan to meet with regulatory authorities to
discuss expedited regulatory pathways if the data are appropriate. If approved, we intend to leverage a lean, targeted internal commercial
organization to bring STK-001 to patients.
Advance STK-002 to the clinic, for the potential treatment of ADOA. STK-002 is a proprietary ASO in preclinical development for the
treatment of ADOA, the most common inherited optic nerve disorder. ADOA represents a second haploinsufficiency disease addressed by
TANGO and our first treatment for diseases of the eye. STK-002 is designed to upregulate OPA1 protein expression by leveraging the non-
mutant (wild-type) copy of the OPA1 gene. We have submitted a Clinical Trial Authorisation (“CTA”) in the United Kingdom and, subject to
approval by the United Kingdom Medicines and Healthcare Products Regulatory Agency (the “MHRA”), we expect to begin a Phase 1/2
trial for STK-002 in 2024.
Expand our pipeline through internal discovery and collaboration to fully exploit the potential of our proprietary platform (TANGO). We
have built a target discovery process utilizing proprietary bioinformatics algorithms and extensive in-house expertise in whole transcriptome
RNA sequencing to rapidly and systematically identify
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diseases that we believe can be addressed using our platform. We are also advancing additional early programs focused on multiple targets,
including haploinsufficiency diseases of the central nervous system (the “CNS”) and eye. In January 2022, we announced a collaboration
with Acadia Pharmaceuticals to pursue RNA-based treatments for severe and rare genetic neurodevelopmental diseases of the CNS. The
collaboration combines our TANGO research platform with Acadia’s expertise in neurology drug development and commercialization.
Longer-term, we believe that our ASOs may have the potential to upregulate non-mutated genes in biological pathways to treat diseases or
conditions that are caused by multiple genes or are multifactorial, such as autoimmune diseases, aging and cancer.
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Maintain broad commercial rights to our product candidates where we believe we can realize maximum value. We intend to build a fully
integrated biotechnology company and independently pursue the development and commercialization of our key product candidates, if
approved. We own commercial rights to our technologies and our lead product candidates, STK-001 and STK-002. As we continue to
advance our programs, we may pursue strategic collaborations to share risk and upside in programs with higher inherent biology risk, larger
clinical trial sizes or longer or more complex clinical, regulatory or commercial paths. Our current collaboration with Acadia is an example
of where we believe that the development of treatments for severe and rare genetic neurodevelopmental diseases of the CNS is well served
by a strategic collaboration.
Continue to strengthen and expand our intellectual property portfolio. We have an intellectual property estate that includes multi-national
allowed and pending claims for the TANGO mechanisms, as well as multi-national pending claims relating to compositions of matter of
oligonucleotides designed to target specific TANGO elements in genes for many genetic diseases that we believe are amenable to
upregulation of target protein expression using TANGO. Our proprietary position is reinforced by additional technical know-how and trade
secrets. We continually assess and refine our intellectual property strategy as we identify new targets amenable to TANGO, and we will file
additional patent applications as appropriate.
Our proprietary RNA therapeutics platform (TANGO)
TANGO (Targeted Augmentation of Nuclear Gene Output) is our proprietary research platform. Our initial applications for this technology are
diseases in which one copy of a gene functions normally and the other is mutated, also called haploinsufficiencies. In these cases, the mutated gene does
not produce its share of protein, so the body does not function normally. Using the TANGO approach and a deep understanding of RNA science, Stoke
researchers design ASOs that bind to pre-mRNA and help the target genes produce more protein. TANGO aims to restore missing proteins by increasing –
or stoking – protein output from healthy genes, thus compensating for the non-functioning copy of the gene.
TANGO exploits unique mechanisms for modulation of splicing to prevent the synthesis of naturally occurring non-productive mRNA and increase
the synthesis of productive mRNA, resulting in increased production of functional protein.
Human cells naturally regulate protein production to maintain health. Pre-mRNA splicing, including alternative splicing, is an important mechanism
used to regulate how much protein and which protein variant is produced. During splicing, introns are removed and exons are joined together to generate
the mRNA template that carries the code to synthesize proteins. More than one third of alternative splicing events in mammals do not produce functional
proteins and lead to mRNA degradation through nonsense-mediated mRNA decay (“NMD”). TANGO ASOs act at the pre-mRNA level and prevent non-
productive alternative splicing so that the body produces more protein-coding mRNA and thus more protein. This approach is particularly applicable to
diseases that are caused by insufficient protein production.
In July 2020, we published data in the journal Nature Communications that support our proprietary approach to precisely upregulate protein
expression using TANGO ASOs. To evaluate the approach broadly, Stoke researchers selected four gene targets that vary in type and abundance of non-
productive splicing events, gene size and protein function: PCCA (propionic acidemia); SYNGAP1 (autosomal dominant mental retardation
5); CD274 (autoimmune diseases, including uveitis); and SCN1A (Dravet syndrome). Stoke researchers designed TANGO ASOs to target the non-
productive splicing events in these genes and their activity was evaluated. Dose-dependent reductions of non-productive mRNA were observed to lead to
increases in both productive mRNA and protein levels for each of the target genes.
Treatment of autosomal dominant haploinsufficiency diseases with TANGO ASOs
We are initially focused on applying the transformative potential of our platform to developing precision medicines for autosomal dominant
haploinsufficiencies, or disorders in which only one allele of a gene is mutated, resulting in approximately 50% of normal protein expression.
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Exhibits 1 and 2 shown below illustrate the TANGO mechanism for increasing protein synthesis in a prospective patient with a haploinsufficiency.
To date, we have demonstrated this TANGO mechanism in preclinical models of haploinsufficiencies. Exhibit 1 illustrates the prospective patient with a
haploinsufficiency possessing one wild-type allele and one mutant allele. The mutant allele is translated into non-functional protein and results in
approximately 50% of normal protein expression. Exhibit 2 illustrates treatment with our ASO would prevent the synthesis of naturally occurring non-
productive mRNA and would increase the synthesis of productive mRNA, thereby restoring the target protein to near normal levels. Our preclinical studies
show that any increase in mutant mRNA would have no effect on the net protein level.
Exhibit 1: Haploinsufficiency without TANGO-ASO
Exhibit 2: Haploinsufficiency with TANGO-ASO
TANGO mechanisms of action
Our ASOs are specifically designed to bind to a desired RNA sequence inside the nuclei of patients’ cells to prevent the occurrence of non-
productive splicing. By doing so, our ASOs decrease the amount of non-productive mRNA and increase the level of productive mRNA, leading to the
generation of more protein. TANGO operates in a mutation-independent manner, given it utilizes one wild-type allele, and does not alter protein coding
splicing isoforms. The net effect is increased expression of functional protein from the wild-type allele.
One category of non-productive splicing events amenable to TANGO is alternative splicing that leads to nonsense-mediated mRNA decay, or
NMD, of the resulting mRNA. An example of a NMD event is a NMD exon, which is found in over 25% of gene transcripts. NMD exons are part of the
wild-type sequence of the genes. In some cases, NMD exons are part of normal gene regulation. Non-productive mRNA, which includes these NMD exons,
is degraded in the cytoplasm of the cell by nonsense-mediated mRNA decay and is not translated into protein. Our ASOs bind to the pre-mRNA and
redirect the splicing machinery to prevent inclusion of the NMD exon. This splice-switching decreases non-productive mRNA and increases productive
mRNA, which is translated into increased protein expression from the wild-type allele. In contrast to current exon skipping therapies, which remove a
coding exon and result in a truncated protein, our TANGO mechanism skips out a non-coding NMD exon and yields a full-length functional protein. Our
lead product candidates, STK-001 and STK-002, target an NMD exon and the general mechanism is shown in exhibits 3 and 4 below, with the left panel
showing the non-productive mRNA failing to be translated into protein and the right panel showing our ASOs binding to the pre-mRNA and redirecting the
splicing machinery.
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Exhibit 3: NMD exon without TANGO-ASO
Exhibit 4: NMD exon with TANGO-ASO
Source: Stoke data
Advantages of TANGO
We believe TANGO may have several key advantages, including:
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Ability to address the underlying genetic cause of the disease. We utilize TANGO to design ASOs to precisely upregulate protein
expression, thereby addressing the underlying cause of the disease in addition to the symptoms of the disease.
Applicability is mutation-independent. Our ASOs upregulate expression of the wild-type allele, meaning the TANGO mechanism does not
rely on targeting a specific mutation. Given this, we believe our therapies are well-suited for diseases caused by multiple mutations in a
single gene, such as many haploinsufficiencies, and provide a single-drug approach that can address the full spectrum of loss-of-function
mutations.
Utility across small and large gene targets encoding intracellular and extracellular proteins. Our ASOs upregulate protein expression
regardless of gene size and are not constrained to smaller gene targets. We believe our therapies also have the flexibility to address genes
encoding intracellular as well as extracellular proteins.
No observed unwanted off-target effects. Our ASOs do not create detectable changes at the DNA level and make no detectable irreversible
modifications to a patient’s genome. The activities of our ASOs are inherently tissue-specific. TANGO-mediated upregulation of protein
expression only occurs where the gene is being naturally transcribed, limiting the likelihood of expression in non-native tissues.
Ability to control dose level and duration. Our ASOs provide the ability for dose titration, thereby allowing for dose-dependent and
reversible control of level and duration of protein expression. The ability to titrate dosage provides us with flexibility to address a variety of
tissue types, and potentially enables us to deliver the right dose, at the right location, for each indication.
Utility across wide array of diseases and tissue types. We believe that ASO delivery to the CNS, eye, kidney and liver is well-established,
providing us the potential to address a broad range of severe diseases.
Fixed dose, rather than weight-based dosing. We have observed that while the quantity of non-productive mRNA can vary across tissue
types for a gene, it remains constant across individuals. As a result, for CNS and eye targets, the dose of our ASOs should not require
adjustment between patients to be effective. We believe that a fixed dose across all ages in these targets may lessen reimbursement hurdles
associated with a weight-adjusted dose pricing model.
Favorable dosing regimen. We believe our ASOs may require as few as two to three administrations per year for the CNS and as infrequent
as once per year for the eye and will generally involve relatively low doses, which would translate to simplified use and an improved safety
profile due to reduced systemic exposure.
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Simple and scalable manufacturing. Our novel ASOs are synthesized by highly scalable, solid-phase chemical synthesis and we leverage a
well-established contract manufacturing base. We believe the manufacturing requirements for our ASOs are much simpler, more scalable
and more cost-effective than gene therapy and gene editing.
Our approach
We employ a systematic and capital-efficient approach to develop ASOs for genetically defined patient populations. We rely on our proprietary
database to identify novel drug targets and corroborate these findings with existing knowledge to improve our probability of success in the clinic. We
believe that leveraging our proprietary database and focusing on our core competencies of target identification and clinical and regulatory execution will
allow us to reduce the time, cost and risks of drug development.
Target identification
We continue to make significant investments in our infrastructure to accelerate the pace and scale of target identification. We have built a significant
bioinformatics capability, which includes proprietary bioinformatics algorithms and extensive in-house expertise in whole transcriptome RNA sequencing,
also referred to as RNAseq. RNAseq uses next-generation sequencing to determine the quantity and sequences of RNA in a sample. We leverage large
internal datasets of RNAseq from key tissues known to be addressable with antisense, such as the CNS, eye, liver and kidney, that are purpose-built to
enhance the capture of non-productive events.
We employ machine learning to iteratively refine our search and scoring criteria for the most addressable non-productive mRNA elements based on
internal target validation and hit identification data. Our technology is amenable to a large number of mutations and can thereby potentially provide a
single-drug approach for diseases that are caused by many loss-of-function mutations in a single gene. We have identified approximately 1,200 monogenic,
or single gene, diseases containing at least one NMD-inducing nonproductive event, which we believe may be amenable to TANGO. We believe our
approach is highly predictive and enables rapid and systematic identification of those targets that are most likely to have clinical relevance, thereby
increasing the probability for clinical success and accelerating the expansion of our emerging pipeline.
Hit identification
Once a TANGO target is validated in cells and tissues that are relevant to the disease, we employ cell lines to rapidly screen for hit ASOs that can
increase the target protein expression by specifically preventing the occurrence of the non-productive event in the target mRNA. ASO arrays utilize
clinically translatable previously-validated ASO chemistries, such as 2’ methoxyethyl phosphorothioate and PMO. Hit compounds are evaluated in vivo to
identify lead ASOs that possess suitable efficacy and safety to merit preclinical development. Lead ASOs are subsequently evaluated in animal disease
models or ex vivo disease model systems.
Lead evaluation and prioritization
After we have identified lead compounds, we evaluate and prioritize the advancement of new development candidates based on both program-
specific and portfolio-wide considerations. Program-specific criteria include, among other relevant factors, the severity of the unmet medical need, the
likelihood of therapeutic utility, the feasibility of clinical development, the costs of development and the commercial opportunity. Portfolio-wide
considerations include the ability to demonstrate technical success for our platform, thereby increasing the probability of success and learnings for
subsequent programs. We believe that the learnings from our lead Dravet syndrome program will significantly reduce the uncertainty of development of
subsequent programs in our pipeline, particularly those targeting the CNS.
Clinical trial and regulatory execution
We employ a multi-pronged approach to bring new product candidates forward as rapidly as possible. Our approach leverages previously-validated
ASO chemistry and a modality that has been successfully utilized for other diseases, to minimize potential safety concerns and development risk. We have
two ongoing Phase 1/2a open-label studies of STK-001 for Dravet syndrome, MONARCH in the United States and ADMIRAL in the United Kingdom,
each with a design and endpoints common to the trials for approved anti-seizure medications (“ASMs”).
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Commercialization
We intend to retain broad commercial rights and independently bring our therapies to patients through a lean, targeted internal commercial
organization where we believe we can realize maximum value. To do this, we are focused on ensuring that we can effectively identify and access those
patients who may benefit from our product candidates. We target diseases in which genetic testing is routinely performed, thereby shortening the diagnostic
odyssey and enabling rapid identification of patients who harbor the relevant genetic mutations. We have partnered with Invitae, a leading genetic
information company, to provide genetic testing for pediatric epilepsy at no cost to patient. Lastly, to maximize patient access, we aim to leverage an
established network of academic and tertiary centers with extensive experience with analogous drug administration.
Therapeutic focus and product candidates
We believe our ASOs can be applied to treat a wide range of severe diseases, and we have carefully designed and prioritized our pipeline strategy to
maximize this opportunity. We are focused on applying the transformative potential of our TANGO platform to developing medicines for patients with
diseases where the genetic abnormality is known and is found in a single gene. We therefore know for a given disease precisely which gene will need to be
upregulated, thus mitigating against the uncertainty of the disease biology. We are currently focused on developing product candidates to treat autosomal
dominant haploinsufficiency diseases, or disorders in which one copy of a gene is mutated and results in approximately 50% of normal protein expression.
Within haploinsufficiencies, we are prioritizing genetic diseases of the CNS and the eye for our near-term development efforts.
Our Development Programs
Our technology, development experience and scientific knowledge in the field of biologics, RNA splicing, and antisense oligonucleotide chemistry
has enabled us to build a pipeline of programs targeting the underlying cause of severe diseases. Exhibit 5 below represents a summary of our programs,
which are focused on genetic diseases of the CNS and eye.
Exhibit 5: Pipeline
Source: Stoke corporate presentation, March 2022
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STK-001 for the treatment of Dravet syndrome
STK-001 is an investigational new medicine for the treatment of Dravet syndrome currently being evaluated in ongoing clinical trials. We believe
that STK-001 has the potential to be the first disease-modifying therapy to address the genetic cause of Dravet syndrome. STK-001 is designed to
upregulate Nav1.1 protein expression by leveraging the non-mutant (wild-type) copy of the SCN1A gene to restore physiological Nav1.1 protein levels,
thereby reducing both occurrence of seizures and significant non-seizure comorbidities.
Disease Overview
Dravet syndrome is one of the most severe genetic epilepsies and affects approximately 6.4 in 100,000 people worldwide, including 5-5.5 in
100,000 people who possess a mutation in the SCN1A gene, according to a 2018 market research report commissioned by us and prepared by Health
Advances, LLC, or the Health Advances Report. The disease is caused by a pathogenic mutation or deletion of the SCN1A gene in approximately 85% of
patients. At least 1,700 different de novo mutations in the SCN1A gene have been identified to date in Dravet syndrome patients, including single
nucleotide substitutions, small insertions or deletions and even whole gene deletions. SCN1A codes for the alpha subunit of the voltage-gated sodium
channel, or Nav1.1 protein, an ion channel that is essential for the generation and propagation of action potentials. More than 95% of the disease-causing
mutations of SCN1A cause loss-of-function, resulting in haploinsufficiency (approximately 50% reduction) of the Nav1.1 protein in select neurons in the
brain. This loss of Nav1.1 channels in inhibitory interneurons and other nerve cells results in Dravet syndrome.
Dravet syndrome is characterized by multiple seizure types and may progress to status epilepticus or prolonged seizures lasting more than five
minutes that require immediate intervention. Patients typically experience their first seizure before 12 months of age. More than 90% of patients suffer
from at least one non-seizure comorbidity, including severe intellectual and developmental disabilities, motor and speech impairment, autism, attention
deficit hyperactivity disorder and behavioral difficulties. Neurologic function and cognition are usually normal in children with Dravet syndrome up to two
years of age. However, nearly all Dravet syndrome patients exhibit intellectual impairment by the age of four, ranging from minor learning difficulty to
global developmental delay. The time between one year and eight years of age is a critical period for intervention. After eight years of age, nearly all
Dravet syndrome patients exhibit evidence of substantial developmental delay. The symptoms of the disease result in remarkably low quality of life and
shortened life expectancy, and as a result impose an immense burden on individuals and families.
The cognitive impairment in Dravet syndrome is not purely a consequence of seizures. Patients with few seizures have been observed to possess
severe encephalopathy, and conversely patients with frequent seizures have been observed to exhibit relatively minimal cognitive decline. In addition, there
does not appear to be a correlation between cognitive outcome and SCN1A mutation type, whether a missense or truncating mutation.
Importantly, patients with Dravet syndrome have an increased risk of premature death, primarily due to SUDEP, or Sudden Unexpected Death in
Epilepsy. Dravet syndrome patients have the highest SUDEP rate of any epilepsy. An analysis of mortality in the Epilepsy Genetics Research Program
demonstrated a Dravet syndrome-specific mortality rate of 15.84 per 1,000 patient years. SUDEP was the most common cause of premature death among
Dravet syndrome patients (59%), equating to a Dravet syndrome-specific SUDEP rate of 9.32 per 1,000 patient-years. This is nearly twice the rate for
adults with refractory epilepsy.
Patients with Dravet syndrome are often diagnosed by three years of age, and neither patient gender nor family history of seizures is associated with
risk of Dravet syndrome. Dravet syndrome occurs worldwide and is not concentrated in any particular geographic area or ethnic group. Early diagnosis is
driven by heightened awareness of Dravet syndrome and other genetic epilepsy disorders as well as an emerging consensus amongst epilepsy specialists
that early diagnosis is cost-effective and beneficial for prognosis. Among pediatric Dravet syndrome patients, approximately 90% in North America and
Europe undergo genetic testing as part of their diagnostic work-up, according to a 2021 market research report commissioned by Stoke and prepared by
Recon Strategy, or the Recon Strategy report.
The incidence of Dravet syndrome is approximately 64 per million births, which translates to an overall prevalence of approximately 35,000
patients across the United States, Canada, Japan, Germany, France and the United Kingdom, with approximately 16,000 patients in the United States.
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Current treatments
Current treatments for Dravet syndrome only address the occurrence of seizures, not the underlying cause, and according to a 2017 study as
published in the Developmental Medicine & Child Neurology Journal, more than 90% of Dravet syndrome patients still report suffering from incomplete
seizure control with existing ASM regimens. As a result, the current treatment strategy involves the use of multiple ASMs, including combinations of
cannabidiol, stiripentol, clobazam, valproate, topiramate and others. Patients are typically treated with two to four drugs administered concomitantly, and in
most cases the relief provided by polytherapy is insufficient.
Cannabidiol (Epidiolex), fenfluramine (Fintepla) and stiripentol (Diacomit) are currently the only FDA-approved ASMs for the treatment of Dravet
syndrome. None of these approved ASMs address the significant non-seizure comorbidities. Moreover, patients are still likely to be affected by non-seizure
comorbidities and may develop tolerance to these ASMs over time.
Patients with Dravet syndrome need a novel therapeutic that addresses the genetic basis of the disease and treats the large number of seizures and
multiple seizure types that persist despite treatment with existing therapy. Importantly, additional therapy options are needed to address the disabling
comorbidities that occur with Dravet syndrome. If STK-001 is approved by the FDA, we believe our precision medicine approach may have a profound
impact on individuals and families.
Preclinical data
We have generated compelling preclinical data that demonstrate proof-of-mechanism for STK-001. Our initial target engagement, pharmacology
and efficacy studies were performed in mice, including both wild-type and a Dravet syndrome mouse model. The targeted non-productive splicing event in
SCN1A is highly conserved across multiple species, including mouse, non-human primates and humans. The target sequence for STK-001 is also identical
across species.
We evaluated STK-001 pharmacology and efficacy in transgenic mice with a heterozygous deletion of Scn1a. This model was created by
introducing a targeted deletion in the first coding exon of the Scn1a gene; these mice exhibit many aspects of the Dravet syndrome phenotype including
seizures and premature lethality.
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Neonate (postnatal day two) Dravet syndrome mice and wild-type littermate controls were administered a single dose of either placebo (consisting
of a phosphate-buffered solution), or 20 µg of STK-001 (n=~50/group) by intracerebroventricular injection. Animals from each group were monitored
through day 90. Brains were collected from cohorts of these animals at approximately 7 weeks after dosing (placebo: n=11 wild-type mice, n=4 Dravet
syndrome mice; STK-001: n=9 wild-type mice, n=10 Dravet syndrome mice) and 14 weeks after dosing (placebo: n=10 wild-type mice, n=10 Dravet
syndrome mice; STK-001: n=10 wild-type mice, n=10 Dravet syndrome mice). Notably, a single injection of STK-001 restored Nav1.1 protein in Dravet
syndrome mice to levels that are near those of the wild-type mice at both 7 and 14 weeks as shown in exhibit 6. These data demonstrate that STK-001 has
an impact on Nav1.1 protein expression and we believe this may translate to a favorable dosing regimen in humans.
Exhibit 6. Increase of Nav1.1 in Dravet Syndrome (DS) mice after a single dose of STK-001
Source: Han et al., Science Trans Med, 2020
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In addition to an increase in the Nav1.1 protein, the administration of a single dose of 20 µg of STK-001 in neonate Dravet syndrome mice
(postnatal day two) resulted in a significant reduction in premature mortality. Treatment with STK-001 resulted in 97% survival of Dravet syndrome mice
for the 90-day post-natal observation period (survival of 33 out of 34 mice was observed in the STK-001 Dravet syndrome mouse group) compared with
23% survival of placebo-treated mice (survival of 14 out of 62 mice). This is illustrated in exhibit 7.
Exhibit 7. Reduction in premature mortality in DS mice after administration of STK-001
Source: Han et al., Science Trans Med, 2020
Further preclinical studies of STK-001 have shown significant reductions in seizure frequency in a mouse model of Dravet syndrome (DS). Data
from electroencephalography (EEG) recordings showed 76% (16/21) of DS mice treated with STK-001 were seizure free compared to 48% (10/21) that
were treated with a placebo. An 80% reduction in the average number of spontaneous seizures (3 seizures vs 16 seizures) was also observed among treated
DS mice compared to placebo. EEG is a highly sensitive measure of seizure activity, which enables the detection of seizures that may not be otherwise
visible. These data are published in Han et al., Science Trans. Med, 2020.
Analyses were also performed in silico to understand the specificity of STK-001. We evaluated STK-001 via bioinformatic analysis against all
annotated protein-coding genes to predict potential off-target activities. Results showed no perfect 18- to 16-nucleotide match for STK-001 anywhere in the
transcriptome other than SCN1A pre-mRNA, indicating that STK-001 recognizes a unique sequence in the human transcriptome and should possess
minimal off-target bindings.
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Further supporting our specificity analysis, we also evaluated brain samples of wild-type neonate mice to ensure that STK-001 does not alter levels
of other channels in the highly homologous SCN family. Importantly, the mRNA levels of closely related ion channels were not altered in the mouse brain
five days after administration of 10 µg of STK-001 (n=2/group placebo, n=4/group STK-001), as shown in the figure below. Similar analysis was
performed in wild-type and Dravet syndrome mice treated with 20 µg of STK-001 at 7 and 14 weeks after dosing. As illustrated in exhibit 8, STK-001
treated samples showed an increase in expression of the SCN1A gene, but not any of the other SCN family members. These biological studies demonstrate
that STK-001 is highly specific for SCN1A among the highly homologous family of sodium channel genes, limiting the likelihood of off-target activities.
Exhibit 8. Fold change in mRNA of Scn gene family ion channels
Source: Stoke data.
We also investigated the pharmacology, distribution and tolerability of STK-001 in a study with cynomolgus monkeys. As a pilot experiment, this
study was not required to be performed under Good Laboratory Practices, or GLP. Pre-pubescent monkeys (age 2-2.5 years old) were administered a single
dose of STK-001 (n=3/group; 4 groups dosed) or control solution (n=2/group; 2 groups dosed) by intrathecal injection at a dose range that we believe
coincides with the estimated therapeutic dose range and stays below the maximum tolerated dose based on tolerability in mice and published data for
molecules of similar chemistry. The animals were sacrificed at 3 days (n=8) and 29 days (n=8) after dosing. An increase in NaV1.1 levels was observed
ranging from 1.1-fold to 2.0-fold, compared to the control group, varying by the anatomical region, dose and day of necropsy, with the greatest changes
observed in the cerebral cortex. The increase in Nav1.1 was also correlated with the presence of STK-001 in brain tissue. Additionally, all doses tested
showed no drug-related toxicities, including no changes in platelet counts or hepatic function, no clinical signs or symptoms over the 28-day period after
administration and no abnormal histopathology.
Single dose GLP toxicology studies in rats and cynomolgus monkeys, that characterized the pharmacology, exposure and tolerability of STK-001
were included in the investigational new drug application (the “IND”) that was submitted to the FDA in late 2019. Additional multiple dose GLP
toxicology data have subsequently been submitted to the FDA and the MHRA (UK regulatory agency) to support multiple dosing in the clinic.
Clinical program and data
We designed our lead product candidate, STK-001, to treat Dravet syndrome, a severe and progressive genetic epilepsy. This program draws on a
well-defined patient population based on routine genetic testing and learnings from drugs approved for the treatment of Dravet syndrome to inform the
clinical and regulatory pathways for STK-001.
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MONARCH and ADMIRAL Phase 1/2a Studies
We have two ongoing Phase 1/2a open-label studies of STK-001, MONARCH in the United States and ADMIRAL in the United Kingdom. The
MONARCH study is designed to evaluate single and multiple ascending dose levels of STK-001 administered intrathecally in children and adolescents
with Dravet syndrome. Patients are eligible for the trial if they are between the ages of 2 to 18, have an established diagnosis of Dravet syndrome and have
evidence of a pathogenic genetic mutation in the SCN1A gene. Requiring an SCN1A mutation for trial enrollment allows for a clear and definitive
etiologic diagnosis, a more homogeneous patient population and tailored treatment based on a precision medicine approach. Eligible patients will also have
failed at least two epilepsy treatments in the past and currently be taking at least one ASM. All medications and interventions will remain unchanged
throughout the trials, which will allow for assessment of STK-001 with a variety of ASMs.
The primary objectives are the assessment of the safety and tolerability of STK-001, as well as to characterize blood pharmacokinetics (“PK”) and
cerebrospinal fluid (“CSF”) exposure levels. A secondary objective is to assess the efficacy of STK-001 as an adjunctive ASM treatment with respect to the
percent change from baseline in convulsive seizure frequency over a 12-week treatment period. We are measuring non-seizure aspects of the disease, such
as quality of life as secondary endpoints.
These endpoints as well as other exploratory endpoints will be informed based on our two-year observational study (BUTTERFLY). Enrollment in
BUTTERFLY is complete and the study is ongoing. BUTTERFLY is designed to evaluate seizure frequency and non-seizure comorbidities associated with
the disease, including motor and speech impairment, intellectual and developmental disabilities, behavioral deficits and abnormal sleep patterns. Data from
the study will support clinical development plans for STK-001. Initial data from BUTTERFLY suggest that commonly used cognition assessments, BSID-
III (Bayley Scales of Infant Development, Third Edition), and WPPSI-IV (Wechsler Preschool and Primary Scale of Intelligence, Fourth Edition) may be
useful for clinical studies assessing neurodevelopment and adaptive behavior in patients with Dravet syndrome. All three assessments showed relatively
low intra-patient variability. Small improvements in receptive communication over twelve months were observed in patients and appear to be driven by
younger patients, but otherwise no significant change from baseline to twelve months after baseline assessments was observed in the assessments across all
other scales.
In March 2020, we announced the FDA had placed a partial clinical hold on doses of STK-001 above 20mg in the MONARCH study, pending
additional preclinical testing to determine the safety profile of doses higher than the current no observed adverse effect level (“NOAEL”). When intrathecal
doses above the NOAEL were administered to non-human primates (“NHPs”), adverse hind limb paresis was observed. This finding is known to occur
following intrathecal delivery of ASOs to NHPs and is not known to translate to the human experience. When extremely high dose levels were
administered, acute convulsions were observed immediately following STK-001 administration. The dose levels were well above the range of
corresponding human doses that would ever be administered in the clinic and were delivered in a formulation that was at a higher concentration than would
be administered in the clinic. There is no apparent correlation of these acute adverse events with the mechanism of action of STK-001.
Since March 2020, the FDA has agreed to allow us to add additional higher dose levels to the MONARCH study. The study is currently permitted
to evaluate single doses (10mg, 20mg, 30mg or 45mg) and multiple doses administered monthly for three months (20mg, 30mg or 45mg). Dosing above
45mg in this study remains on FDA partial clinical hold.
The ADMIRAL study is a Phase 1/2a open-label study of children and adolescents ages 2 to <18 who have an established diagnosis of Dravet
syndrome and have evidence of a genetic mutation in the SCN1A gene. The primary objectives for the study are to assess the safety and tolerability of
multiple doses of STK-001 up to 70mg, as well as to determine the pharmacokinetics in plasma and exposure in cerebrospinal fluid. A secondary objective
is to assess the effect of multiple doses of STK-001 as an adjunctive antiepileptic treatment with respect to the percentage change from baseline in
convulsive seizure frequency over a 24-week treatment period. We are measuring non-seizure aspects of the disease, such as overall clinical status and
quality of life, as secondary endpoints.
In the second half of 2021, we announced positive interim safety, PK, CSF exposure, and efficacy data from the MONARCH study based on data
from patients who were treated in the 20mg MAD dose cohort, most of whom had received three monthly doses of STK-001, or the single 10mg, 20mg or
30mg dose cohorts. Key findings from the interim analysis included that single doses of STK-001 up to 30mg, and three 20mg doses of STK-001 given
every four weeks were found to be well tolerated. The most common treatment-emergent adverse events (“TEAEs”) were headache, vomiting, seizure,
irritability, and back pain. Additionally, 70.6% (12 of 17) patients treated with single doses (10mg, 20mg, 30mg) or multiple
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doses (20mg) of STK-001, and all patients ages 2-12 (7 of 7), experienced a reduction from baseline in convulsive seizure frequency measured from Day
29 to Day 84 after receiving their first dose of STK-001.
In November and December 2022, we announced additional positive interim safety, PK, CSF exposure and efficacy data from the MONARCH and
ADMIRAL studies, which, along with other data, was presented at the American Epilepsy Society (AES) 2022 Annual Meeting. The pooled data from
these two studies demonstrated that, as of the time of the 2022 interim analysis, single and multiple doses of STK-001 up to 45mg were well-tolerated. 27%
(15 of 55) of patients experienced a TEAE related to the study drug, all of which were mild or moderate in severity. 22% (12 of 55) of patients had a
treatment-emergent serious adverse event, none of which were related to the study drug. The most common TEAEs observed were vomiting, headache and
seizures. 33% (18 of 55) of patients experienced CSF protein elevation (>50mg/dL) after dosing, but no clinical manifestations were observed. No TEAEs
led to study drug withdrawal.
One of several secondary endpoints for both the MONARCH and ADMIRAL studies was a comparison of the percentage change in convulsive
seizure frequency as measured by daily seizure diaries and calculated over 4-week periods: between baseline and 12 weeks after treatment; and between
baseline and end of study. Preliminary analysis using pooled data from the MONARCH and ADMIRAL studies showed that 74% (20 of 27) of patients
who were treated with multiple doses of 20mg, 30mg or 45mg of STK-001 and were followed for at least three months after their last dose experienced a
reduction from baseline in seizure frequency. Median reductions from baseline in convulsive seizure frequency of 55% (45mg, n=6), 20% (30mg, n=17)
and 41% (20mg, n=4) were observed in patients treated with three doses of STK-001 as measured from Day 29 after their first dose to three months after
receiving their last dose as illustrated in exhibit 9 below.
Exhibit 9. Reduction in convulsive seizure frequency (SF) for all ages combined by cohort
Source: MONARCH and ADMIRAL Interim Analyses: Phase 1/2a Studies Investigating Safety and Drug Exposure of STK-001, an Antisense Oligonucleotide (ASO), in Children and
Adolescents with Dravet Syndrome (DS) (AES 2022)
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Reductions in seizures were observed across all age groups, with seizure reductions more evident among patients 2-12 as seen in exhibits 10 and 11
below.
Exhibit 10. Reductions in SF for younger patients
Exhibit 11. Reductions in SF for older patients
Source: MONARCH and ADMIRAL Interim Analyses: Phase 1/2a Studies Investigating Safety and Drug Exposure of STK-001, an Antisense Oligonucleotide (ASO), in Children and
Adolescents with Dravet Syndrome (DS) (AES 2022)
As presented at the AES 2022 Annual Meeting and illustrated by exhibits 12 and 13 below, topline data from six patients treated with three doses of
45mg of STK-001 showed:
•
•
•
•
a 55% median reduction from baseline in convulsive seizure frequency from day 29 after the first dose to three months after receiving
the last dose;
a greater than 50% reduction in convulsive seizure frequency in 67% (4 of 6) of patients:
reductions from baseline in convulsive seizure frequency in 83% (5 of 6) of patients; and
that reductions in seizure frequency began after the first dose and continued with additional treatment, consistent with the anticipated
mechanism of action of STK-001.
Exhibit 12. Changes in SF from baseline
Exhibit 13. Median changes in SF over time
Source: MONARCH and ADMIRAL Interim Analyses: Phase 1/2a Studies Investigating Safety and Drug Exposure of STK-001, an Antisense Oligonucleotide (ASO), in Children and
Adolescents with Dravet Syndrome (DS) (AES 2022)
The following PK and CSF exposure findings were also observed as of the time of the 2022 interim analysis: (i) a dose-dependent increase in study
drug exposure was observed in plasma with a greater increase observed between 30mg and 45mg than between 20mg and 30mg; (ii) the plasma PK profile
was consistent across ADMIRAL and MONARCH patients who were treated at the same dose level; and (iii) CSF exposure was measurable up to six
months following single and multiple intrathecal doses of STK-001, indicating sustained exposure of STK-001 in the brain.
MONARCH and ADMIRAL continue to progress. In the United States, MONARCH enrollment is nearing completion, and dosing is ongoing in
the expanded 45mg multiple dose cohort. In the United Kingdom, ADMIRAL
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enrollment is now complete and dosing is ongoing at the 70mg multiple dose cohort. We expect to announce preliminary clinical data on 45mg MAD doses
of STK-001 in mid-2023 and additional preliminary clinical data on 70mg MAD doses of STK-001 in the second half of 2023.
SWALLOWTAIL and LONGWING Open Label Extension Studies
In January 2021, we initiated enrollment and dosing in our SWALLOWTAIL Open Label Extension (OLE) study of STK-001 for children and
adolescents with Dravet syndrome in the United States, and in May 2022, we began dosing patients in our LONGWING OLE study of STK-001 for
children and adolescents with Dravet syndrome in the United Kingdom. Patients who participated in the MONARCH study in the United States or the
ADMIRAL study in the United Kingdom and meet study entry criteria are eligible to continue treatment in SWALLOWTAIL or LONGWING,
respectively, both of which are designed to evaluate the long-term safety and tolerability of repeated doses of STK-001. SWALLOWTAIL and
LONGWING will also provide valuable information on the preliminary effects of STK-001 on seizures along with non-seizure aspects of the disease, such
as quality of life and cognition. Following interactions with regulatory agencies, we have agreed to limit chronic dosing in SWALLOWTAIL to 30mg and
in LONGWING to 45mg.
In December 2021 we presented initial data from the SWALLOWTAIL study that demonstrated that multiple doses up to 30mg of STK-001
intrathecally every four months appears to be well tolerated. In addition, preliminary data from a small cohort of patients treated in the SWALLOWTAIL
OLE was presented at the AES 2022 Annual Meeting and showed the effects of ongoing treatment with 30mg of STK-001, including:
•
•
a safety profile consistent with MONARCH and ADMIRAL;
reductions in convulsive seizure frequency that were observed in MONARCH were maintained with ongoing treatment in the
SWALLOWTAIL OLE, as illustrated in exhibit 14 below; and
Exhibit 14. Median change in SF from MONARCH baseline over time
Source: SWALLOWTAIL: An Open-Label Extension (OLE) Study for Children and Adolescents with Dravet Syndrome (DS) who Previously Participated in a Study of Antisense
Oligonucleotide (ASO) STK-001 (AES 2022)
•
a trend toward improvement in non-seizure comorbidities as measured by the BRIEF-P, an assessment of executive function that was
one of several exploratory endpoints, was observed among patients in the SWALLOWTAIL OLE, while one-year data from the
BUTTERFLY observational study, which did not include treatment with STK-001, showed little change from baseline to 12 months in
the mean BRIEF-P Scores and other commonly used cognition assessments, as illustrated in exhibit 15 below.
15
Exhibit 15. Mean change in BRIEF-P measurements from BUTTERFLY and SWALLOWTAIL studies
Sources: Twelve-month Analysis of BUTTERFLY: An Observational Study to Investigate Cognition and Other Non-seizure Comorbidities in Children and Adolescents with Dravet Syndrome
(DS) (AES 2022). SWALLOWTAIL: An Open-Label Extension (OLE) Study for Children and Adolescents with Dravet Syndrome (DS) who Previously Participated in a Study of Antisense
Oligonucleotide (ASO) STK-001 (AES 2022)
We have not yet discussed with regulatory authorities the evidence necessary for approval of STK-001. However, if we see evidence of clinical
efficacy as we dose escalate, then we would plan to meet with regulatory authorities to discuss expedited regulatory pathways.
STK-002 for the treatment of Autosomal Dominant Optic Atrophy (ADOA)
STK-002 is our lead clinical candidate for the treatment of ADOA. STK-002 is designed to upregulate OPA1 protein expression by leveraging the
non-mutant (wild-type) copy of the OPA1 gene to restore OPA1 protein expression with the aim to stop or slow vision loss in patients with ADOA. To date,
we have generated preclinical data demonstrating proof-of-mechanism and proof-of-concept for STK-002.
Disease Overview
ADOA is the most common inherited optic nerve disorder seen in clinical practice. ADOA causes progressive and irreversible vision loss in both
eyes starting in the first decade of life. Many children progress to blindness. Roughly half of people with ADOA fail driving standards and up to 46% are
registered as legally blind. The disease affects one in 30,000 people globally with a higher incidence of approximately one in 10,000 in Denmark due to a
founder effect. 65% to 90% of ADOA is caused by mutations in one allele of the OPA1 gene, most of which lead to haploinsufficiency and disease
manifestation. More than 400 different OPA1 mutations have been reported in people diagnosed with ADOA. Most mutations result in a severe decrease –
up to 50% – of the normal amount of the OPA1 protein. There is no strong genotype-phenotype correlation.
OPA1 is a dynamin-related GTPase that plays a key role in maintaining mitochondria structure and dynamics. The OPA1 protein is imported into
the mitochondria and is the crucial molecule that mediates inner mitochondria membrane fusion and cristae morphogenesis and is critical for oxidative
phosphorylation and Adenosine triphosphate (“ATP”) synthesis. Insufficient OPA1 activity causes mitochondria dysfunction with consequent insufficient
ATP production, excess reactive oxygen species production and eventual cell death. High energy demanding cells such as neurons and cardiomyocytes are
particularly susceptible to mitochondria dysfunction, and retinal ganglion cells (“RGCs”) are a neuronal cell type most susceptible to loss of OPA1 protein
as evidenced by RGC death in ADOA caused by OPA1 haploinsufficiency.
A clinical diagnosis of ADOA is made when a patient meets some or all of the following criteria: pathogenic variant of the OPA1 gene identified in
the patient or a family member; reduced visual acuity; temporal disc pallor; visual field defect; color vision defect (acquired blue-yellow loss); thinning of
retinal nerve fiber layer and abnormal visual evoked potentials. Clinical findings are based on: intraocular pressure measurement; visual field assessment;
color discrimination; dilated slit lamp biomicroscopy; optical coherence tomography; or visual electrophysiology. Patients suspected of ADOA are
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recommended to receive genetic testing to confirm the clinical diagnosis, help identify other family members who are affected and ensure patients avoid
stressors that could increase disease progression (e.g. smoking, alcohol). The prognosis for many patients with ADOA is poor and the rate of visual loss
can be difficult to predict given significant inter- and intra-familial variability.
Current Treatments
There are currently no available treatments for ADOA. Because ADOA causes deterioration of the optic nerves, corrective aids such as glasses or
contacts do not help to improve vision lost to the disease. Supportive services and low-vision aids are offered for patients with severely decreased visual
acuity. Our ASOs are designed to target the underlying cause of ADOA, which is OPA1 haploinsufficiency, by decreasing a non-productive mRNA splicing
event in the OPA1 gene to increase productive OPA1 mRNA and OPA1 protein in the retinal ganglion cells.
Preclinical data
We previously identified a novel exon inclusion event (“Exon X”) in OPA1 that leads to non-productive mRNA due to introduction of a premature
termination codon (“PTC”) (exhibit 16 below). Our preclinical studies showed that our ASOs blocked the incorporation of Exon X with consequent dose-
dependent increase in productive OPA1 mRNA and protein due to reduction of Exon X-directed non-sense mediated decay (“NMD”) of OPA1 mRNA
(exhibit 17 below). We have now demonstrated that a single injection of ASO-14 surrogate in the rabbit eye leads to a dose-dependent increase in ASO
accumulation in the retina that correlated with an increase in target engagement (removal of Exon X) and an increase in OPA1 protein (exhibit 18 below).
The study was conducted using female New Zealand white rabbits that were injected with a single dose of vehicle alone or vehicle containing ASO
(n=3/group). On Days 15 and 29, the retinal tissue was collected and analyzed. Retinal exposure of ASO-14 surrogate (ST-1102) was elevated with
increased dosing, dose-dependent target engagement was seen at all three time-points examined, and protein increase of OPA1 protein was observed at both
Day 15 and Day 29 of the study. We further showed that in OPA1 haploinsufficient human cells, ASO-14-mediated increase in OPA1 protein translates to
improved mitochondrial function as measured by the substantial restoration of ATP levels in the treated cells (exhibit 19 below). ATP is produced by the
mitochondria and is the key energy carrying molecule in cells. We observed a 20% ATP deficit in OPA1 +/- HEK293. Treatment with ASO-14 restored
ATP levels to ~90% of control cells.
Exhibit 16: A representation of the non-productive mRNA splicing event in OPA1
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Exhibit 17: Inhibition of NMD with cycloheximide allows for evaluation of the abundance of this event in vitro
Exhibit 18: Rabbit ASO demonstrates dose-dependent OPA1 protein increase in rabbit retina
Source: Venkatesh A, et al. Antisense oligonucleotide mediated increase of OPA1 expression using TANGO technology for treatment of autosomal dominant optic atrophy. Presented at The
Association for Research in Vision and Ophthalmology; May 3-7, 2020; Baltimore, MD.
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Exhibit 19: Human ASO demonstrates ATP upregulation in OPA1 haploinsufficient HEK293 cells
Source: Stoke data
In May 2021, we presented new preclinical efficacy data at the Association for Research in Vision and Ophthalmology (ARVO) Annual Meeting
demonstrating that our TANGO ASOs can increase OPA1 protein levels and improve mitochondrial function in human cells derived from ADOA patients
with different OPA1 mutations. Exhibit 20 below demonstrates that our TANGO ASO increases OPA1 protein and ATP linked mitochondrial respiration in
ADOA patient cells.
Exhibit 20: TANGO ASO increases OPA1 protein and ATP linked mitochondrial respiration in ADOA patient cells
Source (left graph): Stoke data Source (right graph): Venkatesh A, et al. Antisense oligonucleotide mediated increase in OPA1 improves mitochondrial function in fibroblasts derived from
patients with autosomal dominant optic atrophy (ADOA). Presented at The Association for Research in Vision and Ophthalmology; May 1-7, 2021.
In May 2022, we presented further preclinical data for STK-002 demonstrating in-vivo, dose-related target engagement and OPA1 protein
upregulation with sustained effect in NHP retinal tissue following administration of STK-002 (Exhibit 21). Additionally, a dose-related increase in OPA1
protein was detected in retinal ganglion cells of NHPs treated with STK-002.
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Exhibit 21. Dose-related target engagement and OPA1 protein upregulation in retinal tissue of NHPs following administration of STK-002
Source Venkatesh A, et al. STK-002, an Antisense Oligonucleotide (ASO) for the Treatment of Autosomal Dominant Optic Atrophy (ADOA), is Taken Up by Retinal Ganglion Cells (RGC) and
Upregulates OPA-1 Protein Expression After Intravitreal Administration to Non-human Primates (NHPs). ASGCT; May 16-19, 2022.
Clinical Plans
In August 2022, we announced enrollment of the first patient in our two-year prospective natural history study of people ages 8 to 60 who have a
confirmed diagnosis of ADOA that is caused by an OPA1 mutation (FALCON study). The FALCON study is designed to evaluate the rate of change in
structural and functional ophthalmic assessments. Data collected from the FALCON study will support the clinical development of STK-002. We submitted
a CTA in the United Kingdom in the first half of 2023 to enable a potential Phase 1/2 trial for STK-002 in 2024.
Additional product opportunities
We are also advancing additional programs focused on multiple targets, including haploinsufficiency diseases of the CNS and eye. These tissues are
affected in many severe genetic diseases.
Longer-term, we believe that ASOs designed using TANGO may have the potential to upregulate non-mutated genes in biological pathways to treat
diseases or conditions caused by multiple genes or are multifactorial, such as autoimmune diseases, aging and cancer. For these diseases, we intend to
opportunistically secure partnerships with biopharmaceutical partners whose scientific, development or commercial capabilities complement our own.
Acadia License and Collaboration Agreement
In January 2022, we entered into a license and collaboration agreement with Acadia Pharmaceuticals Inc. (“Acadia”) for the discovery,
development and commercialization of novel RNA-based medicines for the treatment of severe and rare genetic neurodevelopmental diseases of the CNS.
The agreement focuses on the targets SYNGAP1, MECP2 (Rett syndrome), and an undisclosed neurodevelopmental target of mutual interest. In connection
with each target, we will collaborate with Acadia to identify potential treatments for further development and commercialization as licensed products. With
respect to SYNGAP1, we have agreed with Acadia to co-develop and co-commercialize licensed products for such target globally, and in connection
therewith we granted to Acadia worldwide, co-exclusive (with us) licenses for such licensed products. With respect to MECP2 and the neurodevelopmental
target, we granted to Acadia worldwide, exclusive licenses to develop and commercialize licensed products for such targets.
Pursuant to the terms of the agreement, we received an upfront payment of $60 million from Acadia. Acadia agreed to fund the research to identify
potential licensed products for MECP2 and the neurodevelopmental target, and we will equally fund with Acadia the research to identify potential licensed
products for SYNGAP1. We are eligible to receive up to $907.5 million in potential total milestone payments based upon the achievement of certain
development, regulatory, first commercial sales and sales milestone events across the programs for the three targets, assuming each milestone were
achieved at least once. With respect to licensed products for MECP2 and the neurodevelopmental target, we are also eligible
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to receive tiered royalties at percentages ranging from the mid-single digits to the mid-teens on future net sales by Acadia of licensed products worldwide.
Royalties payable under the agreement are subject to standard royalty reductions. For SYNGAP1 licensed products that we are co-developing and co-
commercializing, we will be responsible for 50% of the development and commercialization costs and will receive 50% of the profits from global
commercialization.
With respect to each SYNGAP1 licensed product being co-developed or co-commercialized, the agreement will remain in effect, unless earlier
terminated, until the parties have agreed to permanently abandon the further development and commercialization of such licensed product. With respect to
licensed products for MECP2 and the neurodevelopmental target, the agreement will remain in effect, unless earlier terminated, until the expiration, on a
country-by-country and licensed product-by-licensed product basis, of the applicable royalty term, at which point the license for such licensed product shall
become fully paid-up, royalty-free, perpetual and irrevocable in such country.
The agreement also contains customary provisions for termination by Acadia for convenience and by either party for cause, including for material
breach (subject to cure). We have standard reversion rights in connection with certain early termination events.
SYNGAP1 syndrome is a rare neurological disorder characterized by moderate to severe intellectual disability that is evident in early childhood.
Mutations in the SYNGAP1 gene (which produces the SynGAP protein) were first identified in 2009 and since then, an increasing number of children with
SYNGAP1 syndrome have been identified. Normal levels of SynGAP protein are essential for proper brain function and development. Mutations in the
SYNGAP1 gene also play an important role in the development of epileptic encephalopathies (DEEs). The severity and onset of symptoms can vary from
patient to patient. SYNGAP1 syndrome is characterized by developmental delay or intellectual disability, generalized epilepsy, and autism spectrum
disorder (ASD) and other behavioral abnormalities. More than 80% of cases of SYNGAP1 syndrome are caused by a haploinsufficiency of the SYNGAP1
gene. SYNGAP1 syndrome is estimated to account for 1% to 2% of all intellectual disability cases. There are currently no approved treatments for
SYNGAP1 syndrome.
Rett syndrome is a rare, debilitating neurological disorder that occurs primarily in females following apparently normal development for the first six
months of life. Rett syndrome is often misdiagnosed as autism, cerebral palsy, or non-specific developmental delay. Rett syndrome is caused by mutations
on the X chromosome on a gene called MECP2. There are more than 200 different mutations found on the MECP2 gene that interfere with its ability to
generate a normal gene product. Rett syndrome occurs worldwide in approximately one of every 10,000 to 15,000 female births and in the United States
impacts 6,000 to 9,000 patients. Rett syndrome causes problems in brain function that are responsible for cognitive, sensory, emotional, motor and
autonomic function. Typically, with symptoms presenting between 6 to 18 months of age, patients experience a period of rapid decline with loss of
purposeful hand use (fine motor skills), development of hand stereotypies, absent or impaired mobility (gross motor skills), loss of communication skills
(including eye contact) and inability to independently conduct activities of daily living. Symptoms also include seizures, disorganized breathing patterns, an
abnormal side-to-side curvature of the spine (scoliosis), and sleep disturbances. Currently, there are no FDA-approved medicines for the treatment of Rett
syndrome.
COVID-19
We continue to monitor the impact of the COVID-19 pandemic in an effort to mitigate interruptions to our clinical programs, research efforts and
other business activities and to monitor the safety and well-being of our employees, patients and communities, as well as its impact on the U.S. economy
and financial markets. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, liquidity and
financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may
emerge concerning COVID-19 and COVID-19 variants, the actions taken to contain it or treat its impact and the economic impact on local, regional,
national and international markets.
For additional information on the various risks posed by the COVID-19 pandemic, please read Item 1A. Risk Factors included in this annual report.
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Manufacturing
We currently contract with third parties to manufacture our products undergoing late-preclinical testing and anticipate using third parties for all
clinical and commercial manufacturing. We do not own or operate facilities for product manufacturing, packaging, storage and distribution, or testing. We
have personnel with extensive technical, manufacturing, analytical and quality experience and good project management to oversee contract manufacturing
and testing activities. We will continue to expand and strengthen our network of third-party providers but may also consider investing in additional internal
manufacturing capabilities in the future if there is a technical need, or a strategic or financial benefit.
Manufacturing is subject to extensive regulations that impose procedural and documentation requirements. At a minimum these regulations govern
record keeping, manufacturing processes and controls, personnel, quality control and quality assurance. Our systems, procedures and contractors are
required to be in compliance with these regulations and are assessed through regular monitoring and formal audits.
Drug substance
Oligonucleotide drug substance requirements for our most advanced programs can be readily met by a variety of domestic and international
contractors. Many of these contractors are also able to source all the required raw materials, which allows us to consolidate raw material procurement and
drug substance manufacturing activities with a single supplier. To ensure supply chain continuity, we plan to establish supply agreements with alternative
suppliers as appropriate. As part of each development program, efforts will be made to invest in process changes to improve purity and yield as warranted.
Future drug substance compositions may require different manufacturing capabilities, which will be addressed through either expanded capability
with existing contractors or establishing manufacturing supply relationships with new contractors. These changes in composition may also require new
supply chain agreements with contractors that specialize in raw material manufacturing. Our internal personnel will work to identify and establish
relationships with contractors that may be ideally suited to meeting these new manufacturing requirements.
Drug product
In the near future, we expect all our oligonucleotide drug products to consist of drug substance formulated in either saline, buffered saline, or some
other diluent appropriate for intrathecal, intraocular, subcutaneous, or intravenous injection. These types of formulations can be manufactured using
common processes and readily available materials. We are establishing agreements with a variety of contractors that are suitably equipped to manufacture,
package, and test these types of oligonucleotide drug product formulations for subsequent shipment to clinical sites. Several of these manufacturers would
also be capable of formulation and packaging for commercial use.
Competition
The biotechnology and biopharmaceutical industries, and the genetic medicines fields, are characterized by rapid evolution of technologies, fierce
competition and strong defense of intellectual property. Any product candidates that we successfully develop and commercialize will have to compete with
existing therapies and new therapies that may become available in the future. While we believe that our technology, development experience and scientific
knowledge in the field of biologics, RNA splicing, and antisense oligonucleotide chemistry provide us with competitive advantages, we face potential
competition from many different sources, including major pharmaceutical, specialty pharmaceutical and biotechnology companies, academic institutions
and governmental agencies, and public and private research institutions that conduct research, seek patent protection, and establish collaborative
arrangements for research, development, manufacturing and commercialization.
While therapeutic modalities, including gene therapy, gene editing, modified RNA and protein-based drugs, are currently being developed to
address monogenic diseases, most of these approaches are focused on autosomal recessive or autosomal dominant gain-of-function diseases. The nature
and fundamental limitations of these approaches make them less suited for addressing the underlying cause of autosomal dominant haploinsufficiencies.
Other next generation antisense oligonucleotides have also generally had limited success in upregulating gene expression of haploinsufficiencies, due to a
focus on indirectly and weakly validated mechanisms of action such as targeting microRNAs or long non-coding RNAs that are associated with a gene
transcript. We are pioneers in developing disease-modifying therapies to treat haploinsufficiencies and are uniquely positioned to exploit this significant
opportunity with our TANGO platform.
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If our current product candidate, STK-001, is approved for the treatment of Dravet syndrome, it may compete with other products currently
marketed or in development. Currently marketed ASMs range from cannabidiols, such as Jazz Pharmaceuticals’ Epidiolex, Fintepla® (fenfluramine) from
UCB, to GABA receptor agonists, such as clobazam and stiripentol, to glutamate blockers, such as topiramate. Companies such as Ovid
Therapeutics/Takeda, Xenon Pharmaceuticals, Eisai Pharmaceuticals, Epygenix, Longboard Pharmaceuticals, CAMP4, Encoded Therapeutics and others
are also developing treatments for Dravet syndrome. Many of the currently marketed ASMs are available as generics. In addition, numerous compounds are
in clinical development for treatment of epilepsy. To our knowledge, the clinical development pipeline includes cannabinoids, 5-HT release stimulants,
cholesterol 24-hydroxylase inhibitors, and sodium channel antagonists from a variety of companies. Importantly, we believe none of the drugs in clinical
development address the underlying genetic cause of Dravet syndrome.
Our second product candidate, STK-002, is in development for treatment of ADOA. There are no products currently marketed or in clinical
development for treatment of ADOA. To our knowledge, there are also very limited preclinical development efforts beyond our product candidate. PYC
Therapeutics is developing a cell penetrating peptide PMO conjugated to ASO for treatment of ADOA.
Many of our competitors, either alone or with strategic partners, have substantially greater financial, technical, and human resources than we do.
Accordingly, our competitors may be more successful than us in research and development, manufacturing, preclinical testing, conducting clinical trials,
obtaining approval for treatments and achieving widespread market acceptance, rendering our treatments obsolete or non-competitive. Merger and
acquisition activity in the biotechnology and biopharmaceutical industries may result in even more resources being concentrated among a smaller number
of our competitors. These companies also compete with us in recruiting and retaining qualified scientific and management personnel, establishing clinical
trial sites and patient registration for clinical trials and acquiring technologies complementary to, or necessary for, our programs. Smaller or early-stage
companies may also prove to be significant competitors, particularly through collaborative arrangements with large and established companies. Our
commercial opportunity could be substantially limited if our competitors develop and commercialize products that are more effective, safer, less toxic,
more convenient or less expensive than our comparable products. In geographies that are critical to our commercial success, competitors may also obtain
regulatory approvals before us, resulting in our competitors building a strong market position in advance of the entry of our products. In addition, our
ability to compete may be affected in many cases by insurers or other third-party payors seeking to encourage the use of other drugs. The key competitive
factors affecting the success of all of our programs are likely to be their efficacy, safety, convenience and availability of reimbursement.
Reimbursement
The regulations that govern pricing and reimbursement for new drugs vary widely from country to country. Some countries require approval of the
sale price of a drug before it can be marketed. In many countries, the pricing review period begins after marketing approval is granted. In some foreign
markets, prescription biopharmaceutical pricing remains subject to continuing governmental control even after initial approval is granted. As a result, a
drug company can obtain regulatory approval for a product in a country, but then be subject to price regulations that delay commercial launch of that
product.
A drug company’s ability to commercialize any products successfully will also depend in part on the extent to which coverage and adequate
reimbursement for these products and related treatments will be available from government authorities, private health insurers and other organizations.
Even if one or more products are successfully brought to the market, these products may not be considered cost effective, and the amount reimbursed for
such products may be insufficient to allow them to be sold on a competitive basis. Third-party payors who reimburse patients or healthcare providers, such
as government plans, are requiring that drug companies provide them with predetermined discounts from list prices and are seeking to reduce the prices
charged or the amounts reimbursed for biopharmaceutical products.
Significant delays can occur in obtaining reimbursement for newly-approved drugs or therapeutic biologics, and coverage may be more limited than
the purposes for which the drug or therapeutic biologic is approved by the FDA or similar foreign regulatory authorities. Moreover, eligibility for
reimbursement does not imply that any drug will be reimbursed in all cases or at a rate that covers a drug company’s costs, including research,
development, manufacture, sale and distribution.
Interim reimbursement levels for new drugs, if applicable, may also be insufficient to cover a drug company’s costs and may not be made
permanent. Reimbursement rates may be based on payments allowed for lower cost drugs or therapeutic biologics that are already reimbursed, may be
incorporated into existing payments for other services and may reflect budgetary constraints or imperfections in Medicare data. Net prices for drugs or
therapeutic biologics may be reduced
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by mandatory discounts or rebates required by government healthcare programs or private payors and by any future relaxation of laws that presently restrict
imports of drugs or therapeutic biologics from countries where they may be sold at lower prices than in the United States. Further, no uniform policy for
coverage and reimbursement exists in the United States. Third-party payors often rely upon Medicare coverage policy and payment limitations in setting
their own reimbursement rates, but also have their own methods and approval process apart from Medicare determinations. Therefore, coverage and
reimbursement can differ significantly from payor to payor.
Intellectual Property
We strive to protect and enhance the proprietary technology, inventions and improvements that are commercially important to our business,
including obtaining, maintaining and defending patent rights, whether developed internally or licensed from third parties. Our policy is to seek to protect
our proprietary position by, among, other methods, pursuing and obtaining patent protection in the United States and in jurisdictions outside of the United
States related to our proprietary technology, inventions, improvements, platforms and product candidates that are important to the development and
implementation of our business. Our patent portfolio, including in-licensed patents and patent applications, is intended to cover, but is not limited to, our
technology platforms, product candidates and components thereof, their methods of use and processes for their manufacture, and any other inventions that
are commercially important to our business. We also rely on trade secret protection of our confidential information and know-how relating to our
proprietary technology, platforms and product candidates, continuing innovation, and in-licensing opportunities to develop, strengthen, and maintain our
position in our TANGO platform and product candidates. Our commercial success may depend in part on our ability to obtain and maintain patent and
other proprietary protection for our technology, inventions and improvements; to preserve the confidentiality of our trade secrets; to maintain our licenses
to use intellectual property owned or controlled by third parties; to defend and enforce our proprietary rights, including our patents; to defend against
challenges and assertions by third parties of their purported intellectual property rights; and to operate without infringement of valid and enforceable
patents and other proprietary rights of third parties.
With respect to our TANGO platform, we have exclusively licensed intellectual property for our TANGO technology from the University of
Southampton and Cold Spring Harbor Laboratory, which includes issued U.S. and foreign patents and pending U.S. and foreign patent applications that
cover the TANGO mechanisms. As of December 31, 2022, the issued U.S. patents, issued foreign patents, pending U.S. patent applications and pending
foreign patent applications that we have licensed from the University of Southampton are anticipated to expire between 2035 and 2036, absent any patent
term adjustments or extensions. As of December 31, 2022, the issued U.S. patents, pending U.S. patent applications and pending foreign patent applications
that we have licensed from Cold Spring Harbor Laboratory are anticipated to expire in 2035, absent any patent term adjustments or extensions.
Separately, we have obtained patents and filed patent applications with claims that are intended to cover compositions of matter of oligonucleotides
designed to target specific elements in genes for many genetic diseases that we believe are amenable to upregulation of target protein expression using our
TANGO platform. As of December 31, 2022, the issued U.S. patents, the issued foreign patents and any patents that may issue from the currently pending
patent applications, including PCT international applications, U.S. patent applications, and foreign patent applications, are expected to expire between 2036
and 2043, absent any patent term adjustments or extensions.
With respect to STK-001, as of December 31, 2022, we have exclusively licensed U.S. patents that cover the mechanism of action of STK-001, as
well as foreign patents and pending foreign patent applications. The issued patents and any patents that may issue from these pending patent applications
are expected to expire between 2035 and 2036, absent any patent term adjustments or extensions. As of December 31, 2022, we also own U.S. patents,
pending U.S. patent applications, foreign patents and pending foreign patent applications relating to STK-001, and the U.S. patents any patents that may
issue from these pending patent applications are expected to expire between 2038 and 2043, absent any patent term adjustments or extensions.
With respect to STK-002, as of December 31, 2022, we have exclusively licensed U.S. patents that cover the mechanism of action of STK-002, as
well as foreign patents and pending foreign patent applications. The issued patents and any patents that may issue from these pending patent applications
are expected to expire between 2035 and 2036, absent any patent term adjustments or extensions. As of December 31, 2022, we also own pending U.S.
patent applications, and pending foreign patent applications relating to STK-002, and any patents that may issue from these pending patent applications are
expected to expire between 2038 and 2041, absent any patent term adjustments or extensions.
The term of individual patents depends upon the laws of the countries in which they are obtained. In most countries in which we file, the patent
term is 20 years from the earliest date of filing of a non-provisional patent application. However, the
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term of United States patents may be extended for delays incurred due to compliance with the FDA requirements or by delays encountered during
prosecution that are caused by the United States Patent and Trademark Office, or the USPTO. For example, for drugs that are regulated by the FDA under
the Hatch-Waxman Act, it is permitted to extend the term of a patent that covers such drug for up to five years beyond the normal expiration date of the
patent. For more information on patent term extensions, see “Business—Government regulation: The Hatch-Waxman Act—Patent term extension”. In the
future, if and when our biopharmaceutical product candidates receive FDA approval, we expect to apply for patent term extensions on patents covering
those product candidates. We intend to seek patent term extensions to any of our issued patents in any jurisdiction where these are available; however, there
is no guarantee that the applicable authorities, including the USPTO and FDA, will agree with our assessment of whether such extensions should be
granted, and even if granted, the length of such extensions. Our currently issued patents will likely expire on dates ranging from 2035 to 2038, unless we
receive patent term extension or patent term adjustment, or both. If patents are issued on our pending patent applications, the resulting patents are projected
to expire on dates ranging from 2036 to 2043, unless we receive patent term extension or patent term adjustment, or both. However, the actual protection
afforded by a patent varies on a product-by-product basis, from country-to-country, and depends upon many factors, including the type of patent, the scope
of its coverage, the availability of regulatory-related extensions, the availability of legal remedies in a particular country and the validity and enforceability
of the patent.
The patent positions of companies like ours are generally uncertain and involve complex legal and factual questions. No consistent policy regarding
the scope of claims allowable in patents in the field of genetic therapy has emerged in the United States. The patent situation outside of the United States is
even more uncertain. Changes in the patent laws and rules, either by legislation, judicial decisions, or regulatory interpretation in the United States and
other countries may diminish our ability to protect our inventions and enforce our intellectual property rights, and more generally could affect the value of
our intellectual property. In particular, our ability to stop third parties from making, using, selling, offering to sell, importing or otherwise commercializing
any of our patented inventions, either directly or indirectly, will depend in part on our success in obtaining, defending and enforcing patent claims that
cover our technology, inventions, and improvements. With respect to both licensed and company-owned intellectual property, we cannot be sure that
patents will be granted with respect to any of our pending patent applications or with respect to any patent applications filed by us in the future, nor can we
be sure that any of our existing patents or any patents that may be granted to us in the future will be commercially useful in protecting our platform and
product candidates and the methods used to manufacture them. Moreover, our issued patents and those that may issue in the future may not guarantee us the
right to practice our technology in relation to the commercialization of our platform’s product candidates. The area of patent and other intellectual property
rights in biotechnology is an evolving one with many risks and uncertainties, and third parties may have blocking patents that could be used to prevent us
from commercializing our TANGO platform and product candidates and practicing our proprietary technology. Our issued patents and those that may issue
in the future may be challenged, narrowed, circumvented or invalidated, which could limit our ability to stop competitors from marketing related platforms
or product candidates or limit the length of the term of patent protection that we may have for our TANGO platform and product candidates. In addition,
the rights granted under any issued patents may not provide us with protection or competitive advantages against competitors with similar technology.
Furthermore, our competitors may independently develop similar technologies. For these reasons, we may have competition for our TANGO platform and
product candidates. Moreover, because of the extensive time required for development, testing and regulatory review of a potential product, it is possible
that before any product candidate can be commercialized, any related patent may expire or remain in force for only a short period following
commercialization, thereby reducing any advantage of the patent. For this and other risks related to our proprietary technology, inventions, improvements,
platforms and product candidates, please see the section entitled “Risk Factors—Risks Related to our Intellectual Property.”
We have filed for trademark protection of the “Stoke Therapeutics” mark with the United States Patent and Trademark Office and foreign trademark
organizations. We have registered, and intend to maintain, the trademark “Stoke Therapeutics” in the United States Patent and Trademark Office and in
numerous other jurisdictions, including but not limited to the European Union, China, India, and Canada.
We also rely on trade secret protection for our confidential and proprietary information. Although we take steps to protect our confidential and
proprietary information as trade secrets, including through contractual means with our employees, consultants, outside scientific collaborators, sponsored
researchers and other advisors, third parties may independently develop substantially equivalent proprietary information and techniques or otherwise gain
access to our trade secrets or disclose our technology. Thus, we may not be able to meaningfully protect our trade secrets. It is our policy to require our
employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to execute confidentiality agreements under the
commencement of employment or consulting relationships with us. These agreements provide that all confidential information concerning our business or
financial affairs developed or made known to the individual during the individual’s relationship with us is to be kept confidential and not disclosed to third
parties except in specific circumstances. In the case of employees, the agreements provide that all inventions conceived by the individual, and which are
related to our current or planned business or research and development or made during normal working hours, on our premises or using our equipment or
proprietary information, are our exclusive property. In many cases our confidentiality
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and other agreements with consultants, outside scientific collaborators, sponsored researchers and other advisors require them to assign or grant us licenses
to inventions they invent as a result of the work or services they render under such agreements or grant us an option to negotiate a license to use such
inventions. Despite these efforts, we cannot provide any assurances that all such agreements have been duly executed, and any of these parties may breach
the agreements and disclose our proprietary information, and we may not be able to obtain adequate remedies for such breaches.
We also seek to preserve the integrity and confidentiality of our proprietary technology and processes by maintaining physical security of our
premises and physical and electronic security of our information technology systems. Although we have confidence in these individuals, organizations and
systems, agreements or security measures may be breached, and we may not have adequate remedies for any breach. To the extent that our employees,
contractors, consultants, collaborators and advisors use intellectual property owned by others in their work for us, disputes may arise as to the rights in
relation to the resulting know-how or inventions. For more information, please see the section entitled “Risk Factors – Risks Related to our Intellectual
Property.”
License and research agreements
In July 2015, we entered into a worldwide license agreement, or the CSHL Agreement, with CSHL, with respect to TANGO patents. Under the
CSHL Agreement, we receive an exclusive (except with respect to certain government rights and non-exclusive licenses), worldwide license under certain
patents and applications relating to TANGO. The CSHL Agreement obligates us to make payments that are contingent upon certain milestones being
achieved. We are also required to pay royalties, tiered based on the scope of patent coverage for each licensed product, ranging from a low-single digit
percentage to a mid-single digit percentage on annual net sales. These royalty obligations apply on a licensed product-by-licensed product and country-by-
country basis until the latest of (i) the expiration of the last valid claim of a CSHL patent covering the applicable licensed product or (ii) the expiration of
any regulatory exclusivity for the applicable licensed product. In addition, if we sublicense the rights under the CSHL Agreement, we are required to pay a
maximum of twenty percent of the sublicense revenue to CSHL, which may be reduced to a mid-teens or a mid-single digit percentage upon achievement
of certain clinical milestones for the applicable licensed product. Finally, we are required to pay an annual license maintenance fee of $0.01 million, which
amount is creditable against any owed royalty or milestone payments. The maximum aggregate potential milestone payments payable total approximately
$0.9 million. Additionally, certain licenses under the CSHL Agreement require us to reimburse CSHL for certain past and ongoing patent related expenses,
however there were no expenses related to these reimbursable patent costs during the years ended December 31, 2022 and 2021. In February 2023, we
delivered a notice of termination of the CSHL Agreement to CSHL, and we expect the CSHL Agreement to be terminated within 90 days of such notice.
We do not expect the termination of the CSHL Agreement to have a significant impact on the intellectual property underlying any of our current product
candidates, including STK-001 and STK-002, or our continued development of the TANGO platform.
In April 2016, we entered into an exclusive, worldwide license agreement with the University of Southampton (the “Southampton Agreement”),
whereby we acquired rights to foundational technologies related to our TANGO technology. Under the Southampton Agreement, we receive an exclusive,
worldwide license under certain licensed patents and applications relating to TANGO. Under the Southampton Agreement, we may be obligated to make
additional payments that are contingent upon certain milestones being achieved, as well as royalties on future product sales. These royalty obligations
survive until the latest of (i) the expiration of the last valid claim of a licensed patent covering a subject product or (ii) the expiration of any regulatory
exclusivity for the subject product in a country. In addition, if we sublicense its rights under the Southampton Agreement, we are required to pay a mid-
single digit percentage of the sublicense revenue to the University of Southampton. As of December 31, 2022, we had paid $0.7 million under the
Southampton Agreement as a result of entering into the Acadia Pharmaceuticals Inc. license and collaboration agreement in January 2022 (See Note 8 to
the consolidated financial statements included elsewhere in this Form 10-K). Additionally, certain licenses under the Southampton Agreement require us to
reimburse the University of Southampton for certain past and ongoing patent related expenses. For the year ended December 31, 2022 these expenses were
$0.02 million compared to $0.12 million for the year ended December 31, 2021.
Government Regulation
FDA approval process
In the United States, pharmaceutical products are subject to extensive regulation by FDA. The Federal Food, Drug, and Cosmetic Act (the
“FDCA”) and other federal and state statutes and regulations govern, among other things, the research, development, testing, manufacture, storage,
recordkeeping, approval, labeling, promotion and marketing, distribution, post-approval monitoring and reporting, sampling and import and export of
pharmaceutical products. Failure to comply with
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applicable U.S. regulations may subject a company to a variety of administrative or judicial sanctions, such as a clinical hold, FDA refusal to approve
pending new drug applications, or NDAs, warning or untitled letters, product recalls, product seizures, total or partial suspension of production or
distribution, injunctions, fines, civil penalties and criminal prosecution.
Pharmaceutical product development for a new product or certain changes to an approved product in the U.S. typically involves preclinical
laboratory and animal testing followed by submission to the FDA of an IND which must become effective before clinical testing may commence. Data
from adequate and well-controlled clinical trials are required to demonstrate the safety and effectiveness of the drug for each indication for which FDA
approval is sought. Satisfaction of FDA pre-market approval requirements typically takes many years and the actual time required may vary substantially
based upon the type, complexity and novelty of the product or disease.
Preclinical requirements include laboratory evaluation of product chemistry, formulation, pharmacology and toxicity studies in animal trials to
assess the characteristics and potential safety and efficacy of the product. The conduct of the preclinical tests must comply with federal regulations and
requirements, including GLP. The results of preclinical testing are submitted to FDA as part of an IND along with other information, including information
about product chemistry, manufacturing and controls, and a proposed clinical trial protocol. Long-term preclinical tests, such as animal tests of reproductive
toxicity and carcinogenicity, may continue after the IND is submitted.
A 30-day waiting period after the submission of each IND is required prior to the commencement of clinical testing in humans. The clinical trial
proposed in the IND may begin after a safe to proceed communication is received from the FDA.
Clinical trials involve the administration of the investigational new drug to healthy volunteers or patients under the supervision of a qualified
investigator. Clinical trials must be conducted: (i) in compliance with federal regulations; (ii) in compliance with good clinical practice (“GCP”), an
international standard designed to protect the rights and health of patients and to define the roles, qualifications and responsibilities of clinical trial
sponsors, administrators and monitors; as well as (iii) under protocols detailing, among other things, the objectives of the trial, the parameters to be used in
monitoring safety and the effectiveness criteria to be evaluated. Each protocol involving testing on U.S. patients and subsequent protocol amendments must
be submitted to the FDA as part of the IND.
The FDA may order a clinical hold, which is the temporary, or permanent, discontinuation of a clinical trial at any time, or impose other sanctions,
if it believes that the clinical trial either is not being conducted in accordance with FDA requirements or presents an unacceptable risk to the clinical trial
patients. If FDA imposes a clinical hold, clinical trials cannot commence or recommence without FDA authorization and then only under terms authorized
by the FDA. The study protocol and informed consent information for patients in clinical trials must also be submitted to an institutional review board
(“IRB”), for approval. An IRB may also require the clinical trial at the site to be halted, either temporarily or permanently, for failure to comply with the
IRB’s requirements, or may impose other conditions.
Clinical trials to support NDAs for marketing approval are typically conducted in three sequential phases, but the phases may overlap. In Phase 1,
the initial introduction of the drug into healthy human subjects or patients, the drug is tested to assess metabolism, pharmacokinetics, pharmacological
actions, side effects associated with increasing doses, and, if possible, early evidence of effectiveness. Phase 2 usually involves trials in a limited patient
population to determine the effectiveness of the drug generally for a specific indication, dosage tolerance and optimum dosage, and to identify common
adverse effects and safety risks. If a compound demonstrates evidence of effectiveness and an acceptable safety profile in Phase 2 evaluations, Phase 3
trials are undertaken to obtain the additional information about clinical efficacy and safety in a larger number of patients, typically at geographically
dispersed clinical trial sites, to permit FDA to evaluate the overall benefit-risk relationship of the drug and to provide adequate information for the labeling
of the drug. In most cases FDA requires two adequate and well-controlled Phase 3 clinical trials to demonstrate the efficacy of the drug. A single Phase 3
trial with other confirmatory evidence may be sufficient in rare instances, including (1) where the study is a large multicenter trial demonstrating internal
consistency and a statistically very persuasive finding of a clinically meaningful effect on mortality, irreversible morbidity or prevention of a disease with a
potentially serious outcome and confirmation of the result in a second trial would be practically or ethically impossible or (2) when in conjunction with
other confirmatory evidence.
After completion of the required clinical testing, an NDA is prepared and submitted to FDA. FDA approval of the NDA is required before
marketing of the product may begin in the U.S. The NDA must include the results of all preclinical, clinical and other testing and a compilation of data
relating to the product’s pharmacology, chemistry, manufacture and controls. The cost of preparing and submitting an NDA is substantial. The submission
of most NDAs is additionally subject to a substantial application user fee, currently $3,117,218 for fiscal year 2022, and the applicant under an approved
NDA is also subject to an annual program fee, currently $369,413 for each prescription drug product. These fees are typically increased annually. Sponsors
of applications for drugs granted Orphan Drug Designation are exempt from these user fees.
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FDA has 60 days from its receipt of an NDA to determine whether the application will be accepted for filing based on the agency’s threshold
determination that it is sufficiently complete to permit substantive review. FDA may request additional information rather than file an NDA. In this event,
the NDA must be resubmitted with the additional information. The resubmitted application also is subject to review before FDA files it. Once the
submission is accepted for filing, FDA begins an in-depth review. FDA has agreed to certain performance goals in the review of new drug applications to
encourage timeliness. Most applications for standard review drug products are reviewed within ten to twelve months of the date of submission of the new
drug application to FDA; the target review period for priority review drugs is six months from the date of filing (accepted for review by the FDA) of the
new drug application. Priority review can be applied to an application for a drug that treats a serious condition and if approved would provide a significant
improvement in safety or effectiveness over existing treatments or provide a treatment where no adequate therapy exists. The review process for both
standard and priority review may be extended by FDA for three additional months to consider certain late-submitted information, or information intended
to clarify information already provided in the submission.
FDA may also refer applications for novel drug products, or drug products that present difficult questions of safety or efficacy, to an external drug
advisory committee—typically a panel that includes clinicians, statisticians, patient representatives and other experts—for review, evaluation and a
recommendation as to whether the application should be approved. FDA is not bound by the recommendation of an advisory committee, but it generally
follows such recommendations.
Before approving an NDA, FDA will typically inspect one or more clinical sites to assure compliance with GCP. Additionally, FDA will inspect the
facility or the facilities at which the drug substance and drug product are manufactured. FDA will not approve the product unless compliance with current
good manufacturing practices (“cGMPs”) is satisfactory and the NDA contains data that provide substantial evidence that the drug is safe and effective in
the indication studied.
After FDA evaluates the NDA and the manufacturing facilities, it issues either an approval letter or a complete response letter. A complete response
letter generally outlines the deficiencies in the submission and may require substantial additional testing, or information, in order for FDA to reconsider the
application. Even after an applicant submits additional information, FDA ultimately may decide that the application does not satisfy the regulatory criteria
for approval. If, or when, those deficiencies have been addressed to FDA’s satisfaction in a resubmission of the NDA, FDA will issue an approval letter.
FDA has committed to reviewing such resubmissions in two or six months depending on the type of information included.
An approval letter authorizes commercial marketing of the drug with specific prescribing information for specific indications. As a condition of
NDA approval, FDA may require a risk evaluation and mitigation strategy (“REMS”) to help ensure that the benefits of the drug outweigh the potential
risks. REMS can include medication guides, communication plans for healthcare professionals, and elements to assure safe use (“ETASU”). ETASU can
include, but are not limited to, special training or certification for prescribing or dispensing, dispensing only under certain circumstances, special
monitoring and the use of patient registries. The requirement for a REMS can materially affect the potential market and profitability of the drug. FDA may
also require a REMS for a drug that is already on the market if it determines, based on new safety information, that a REMS plan is necessary to ensure that
the products benefits outweigh its risks.
Changes to some of the conditions established in an approved application, including changes in indications, labeling, or manufacturing processes or
facilities, require submission and FDA approval of a new NDA or NDA supplement before the change can be implemented. An NDA supplement for a new
indication typically requires clinical data similar to that in the original application, and FDA uses the same procedures and actions in reviewing NDA
supplements as it does in reviewing NDAs.
Fast Track Designation, Breakthrough Designation, Accelerated Approval, and Priority Review
The following four FDA programs are intended to facilitate and expedite development and review of new drugs to address unmet medical need in
the treatment of a serious or life-threatening condition: fast track designation, breakthrough therapy designation, accelerated approval, and priority review.
Under the Fast Track program, the sponsor of a new drug candidate may request that FDA designate the drug candidate for a specific indication as a
Fast Track drug concurrent with, or after, the filing of the IND for the drug candidate. FDA must determine if the drug candidate qualifies for Fast Track
Designation within 60 days of receipt of the sponsor’s request. Fast Track Designation is intended to facilitate development and expedite review of drugs to
treat serious and life-threatening conditions so that an approved product can reach the market expeditiously. If a submission is granted Fast Track
Designation, the sponsor may engage in more frequent interactions with FDA, and FDA may review sections of the NDA before the full
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application is complete. This rolling review is available if, in agreement with the FDA, the applicant provides, a schedule for the submission of the
remaining information. However, the FDA does not start the review clock for the application until the last section of the NDA is submitted. Fast Track
Designation may be withdrawn by FDA if they believe that the designation is no longer supported by data emerging data in the development process.
Breakthrough Therapy Designation may be granted by the FDA to the development of a new drug and also for a new use or indication of an
approved drug. This designation requires preliminary clinical evidence of a treatment effect that may represent substantial improvement over available
therapies for the treatment of a serious condition. FDA expects that such evidence generally would be derived from early phase trials such as phase 1 or 2
trials. For purposes of Breakthrough Therapy Designation, preliminary clinical evidence refers to evidence that is sufficient to indicate that the drug may
demonstrate substantial improvement in effectiveness or safety over available therapies. A Breakthrough Therapy Designation conveys more intensive
FDA guidance on an efficient drug development program. FDA also has an organizational commitment to involve senior management in such guidance.
Such guidance may include holding meetings with the sponsor and review team throughout the development of the drug, providing timely advice to, and
interactive communication with, the sponsor regarding the development of the drug to ensure that the development program to gather the non-clinical and
clinical data necessary for approval is as efficient as possible, and taking steps to ensure that the design of the clinical trials is as efficient as practicable,
when scientifically appropriate, such as by minimizing the number of patients exposed to a potentially less efficacious treatment.
The FDA’s accelerated approval pathway is available under FDA’s accelerated approval regulations and under the FDCA for drugs that have been
granted Fast Track designation. FDA may approve a drug for a serious or life-threatening illness that provides meaningful therapeutic benefit to patients
over existing treatments based upon a surrogate endpoint that is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured
earlier than irreversible morbidity or mortality, that is reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit,
taking into account the severity, rarity, or prevalence of the condition and the availability or lack of alternative treatments.
In clinical trials, a surrogate endpoint is a measurement of laboratory or clinical signs of a disease or condition that substitutes for a direct
measurement of how a patient feels, functions, or survives. Surrogate endpoints can often be measured more easily or more rapidly than clinical endpoints.
A drug candidate approved on this basis is subject to rigorous and mandatory post-marketing compliance requirements, including the completion of Phase
4 or post-approval clinical trials to confirm the effect on the clinical endpoint. Failure to conduct required post-approval studies, or confirm a clinical
benefit during post-marketing studies, will allow FDA to withdraw the drug from the market on an expedited basis. All promotional materials for drug
candidates approved under accelerated regulations are subject to priority review by FDA. The Food and Drug Omnibus Reform Act (“FDORA”) was
recently enacted, which included provisions related to the accelerated approval pathway. Pursuant to FDORA, the FDA is authorized to require a post-
approval study to be underway prior to approval or within a specified time period following approval. FDORA also requires the FDA to specify conditions
of any required post-approval study, which may include milestones such as a target date of study completion and requires sponsors to submit progress
reports for required post-approval studies and any conditions required by the FDA not later than 180 days following approval and not less frequently than
every 180 days thereafter until completion or termination of the study. FDORA enables the FDA to initiate enforcement action for the failure to conduct
with due diligence a required post-approval study, including a failure to meet any required conditions specified by the FDA or to submit timely reports.
A drug candidate is eligible for priority review, or review within a six-month time frame from the time an NDA is filed by FDA, if the drug
candidate is intended for the treatment, diagnosis or prevention of a serious or life-threatening condition, demonstrates the potential to address an unmet
medical need, or provides a significant improvement compared to marketed drugs.
Orphan Drugs
Under the Orphan Drug Act, FDA may grant Orphan Drug Designation to drugs intended to treat a rare disease or condition—generally a disease or
condition that affects fewer than 200,000 individuals in the U.S. Orphan Drug designation must be requested before submitting an NDA. After FDA grants
Orphan Drug Designation, the generic identity of the drug and its potential orphan use are disclosed publicly by FDA. Orphan Drug Designation does not
convey any advantage in, or shorten the duration of, the regulatory review and approval process. The first NDA applicant to receive FDA approval for a
particular active ingredient to treat a particular disease with FDA Orphan Drug Designation is entitled to a seven-year exclusive marketing period in the
U.S. for that product, for that indication. During the seven-year exclusivity period, FDA may not approve any other applications to market the same drug
for the same disease, except in limited circumstances, such
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as a showing of clinical superiority to the product with orphan drug exclusivity. Orphan drug exclusivity does not prevent FDA from approving a different
drug for the same disease or condition, or the same drug for a different disease or condition. Among the other benefits of Orphan Drug Designation are tax
credits for certain research and an exemption from the NDA user fee.
Rare Pediatric Disease Priority Review Voucher program
Under the Rare Pediatric Disease Priority Review Voucher program, FDA may award a priority review voucher to the sponsor of an approved
marketing application for a product that treats or prevents a rare pediatric disease. The voucher entitles the sponsor to priority review of one subsequent
marketing application.
A voucher may be awarded only for an approved rare pediatric disease product application. A rare pediatric disease product application is an NDA
or a Biologics License Application (“BLA”) for a product that treats or prevents a serious or life-threatening disease in which the serious or life-threatening
manifestations primarily affect individuals aged from birth to 18 years; in general, the disease must affect fewer than 200,000 such individuals in the U.S.;
the NDA must be deemed eligible for priority review; the NDA must not seek approval for a different adult indication (i.e., for a different
disease/condition); the product must not contain an active ingredient that has been previously approved by FDA; and the NDA must rely on clinical data
derived from studies examining a pediatric population such that the approved product can be adequately labeled for the pediatric population. Before NDA
approval, FDA may designate a product in development as a product for a rare pediatric disease, but such designation is not required to receive a voucher.
To receive a rare pediatric disease priority review voucher, a sponsor must notify FDA, upon submission of the NDA, of its intent to request a
voucher. If FDA determines that the NDA is a rare pediatric disease product application, and if the NDA is approved, FDA will award the sponsor of the
NDA a voucher upon approval of the NDA. FDA may revoke a rare pediatric disease priority review voucher if the product for which it was awarded is not
marketed in the U.S. within 365 days of the product’s approval.
The voucher, which is transferable to another sponsor, may be submitted with a subsequent NDA or biologics license application, or BLA, and
entitles the holder to priority review of the accompanying NDA or BLA. The sponsor submitting the priority review voucher must notify FDA of is intent
to submit the voucher with the NDA or BLA at least 90 days prior to submission of the NDA or BLA and must pay a priority review user fee in addition to
any other required user fee ($1,226,651 in fiscal year 2022). FDA must take action on an NDA or BLA under priority review within six months of filing
the NDA or BLA by FDA.
On December 27, 2020, the Rare Pediatric Disease Priority Review Voucher Program was extended. Under the current statutory sunset provisions,
after September 30, 2024, FDA may only award a voucher for an approved rare pediatric disease product application if the sponsor has rare pediatric
disease designation for the drug, and that designation was granted by September 30, 2024. Without further statutory amendments, after September 30,
2026, the FDA may not award any rare pediatric disease priority review vouchers.
Post-approval requirements
Once an NDA is approved, a product will be subject to certain post-approval requirements. For instance, FDA closely regulates the post-approval
marketing and promotion of drugs, including standards and regulations for direct-to-consumer advertising, off-label promotion, industry-sponsored
scientific and educational activities and promotional activities involving the internet. Drugs may be marketed only for the approved indications and in
accordance with the provisions of the approved labeling.
Adverse event reporting and submission of periodic reports are required following FDA approval of an NDA. FDA also may require post-marketing
testing or studies, known as Phase 4 commitments, REMS and surveillance to monitor the effects of an approved product, or FDA may place conditions on
an approval that could restrict the distribution or use of the product. In addition, quality control, drug manufacture, packaging and labeling procedures must
continue to conform to cGMPs after approval. Drug manufacturers and certain of their subcontractors are required to register their establishments with
FDA and certain state agencies. Registration with FDA subjects entities to periodic unannounced inspections by FDA, during which the Agency inspects
manufacturing facilities to assess compliance with cGMPs. Accordingly, manufacturers must continue to expend time, money and effort in the areas of
production and quality-control to maintain compliance with cGMPs. Regulatory authorities may withdraw product approvals or request product recalls if a
company fails to comply with regulatory standards, if it encounters problems following initial marketing, or if previously unrecognized problems are
subsequently discovered.
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Pediatric information
Under the Pediatric Research Equity Act (the “PREA”), NDAs or supplements to NDAs must contain data to assess the safety and effectiveness of
the drug for the claimed indications in all relevant pediatric subpopulations and to support dosing and administration for each pediatric subpopulation for
which the drug is safe and effective. FDA may grant full or partial waivers, or deferrals, for submission of data. With certain exceptions, the PREA does
not apply to any drug for an indication for which orphan designation has been granted.
The Best Pharmaceuticals for Children Act (the “BPCA”), provides NDA holders a six-month extension of any exclusivity—patent or nonpatent—
for a drug if certain conditions are met. Conditions for exclusivity include FDA’s determination that information relating to the use of a new drug in the
pediatric population may produce health benefits in that population, FDA making a written request for pediatric studies, and the applicant agreeing to
perform, and reporting on, the requested studies within the statutory timeframe. Applications under the BPCA are treated as priority applications, with all
of the benefits that designation confers.
Disclosure of clinical trial information
Sponsors of clinical trials of FDA regulated products, including drugs, are required to register and disclose certain clinical trial information.
Information related to the product, patient population, phase of investigation, study sites and investigators, and other aspects of the clinical trial is then
made public as part of the registration. Sponsors are also obligated to discuss the results of their clinical trials after completion. Disclosure of the results of
these trials can be delayed in certain circumstances for up to two years after the date of completion of the trial. Competitors may use this publicly available
information to gain knowledge regarding the progress of development programs. The government recently released a regulation and policy to expand and
enhance the requirements related to registering and reporting the results of clinical trials, which may result in greater enforcement of these requirements in
the future.
The Hatch-Waxman Act
Orange Book listing
In seeking approval for a drug through an NDA, applicants are required to list with the FDA each patent whose claims cover the applicant’s
product. Upon approval of a drug, each of the patents listed in the application for the drug is then published in the FDA’s Approved Drug Products with
Therapeutic Equivalence Evaluations, commonly known as the Orange Book. Drugs listed in the Orange Book can, in turn, be cited by potential generic
competitors in support of approval of an abbreviated new drug application, or ANDA. An ANDA provides for marketing of a drug product that has the
same active ingredients in the same strengths and dosage form as the listed drug and has been shown through bioequivalence testing to be therapeutically
equivalent to the listed drug. Other than the requirement for bioequivalence testing, ANDA applicants are not required to conduct, or submit results of,
preclinical or clinical tests to prove the safety or effectiveness of their drug product. Drugs approved in this way are commonly referred to as “generic
equivalents” to the listed drug and can often be substituted by pharmacists under prescriptions written for the original listed drug.
The ANDA applicant is required to certify to the FDA concerning any patents listed for the approved product in the FDA’s Orange Book.
Specifically, the applicant must certify that (i) the required patent information has not been filed; (ii) the listed patent has expired; (iii) the listed patent has
not expired but will expire on a particular date and approval is sought after patent expiration; or (iv) the listed patent is invalid or will not be infringed by
the new product. The ANDA applicant may also elect to submit a section viii statement certifying that its proposed ANDA label does not contain (or carve
out) any language regarding the patented method-of-use rather than certify to a listed method-of-use patent. If the applicant does not challenge the listed
patents, the ANDA application will not be approved until all the listed patents claiming the referenced product have expired. A certification that the new
product will not infringe the already approved product’s listed patents, or that such patents are invalid, is called a Paragraph IV certification. If the ANDA
applicant has provided a Paragraph IV certification to the FDA, the applicant must also send notice of the Paragraph IV certification to the NDA and patent
holders once the ANDA has been accepted for filing by the FDA. The NDA and patent holders may then initiate a patent infringement lawsuit in response
to the notice of the Paragraph IV certification. The filing of a patent infringement lawsuit within 45 days of the receipt of a Paragraph IV certification
automatically prevents the FDA from approving the ANDA until the earlier of 30 months, expiration of the patent, settlement of the lawsuit, or a decision
in the infringement case that is favorable to the ANDA applicant.
The ANDA application also will not be approved until any applicable non-patent exclusivity listed in the Orange Book for the referenced product
has expired.
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Exclusivity
Upon NDA approval of a new chemical entity, or NCE, which is a drug that contains no active moiety that has been approved by FDA in any other
NDA, that drug receives five years of marketing exclusivity during which FDA cannot receive any ANDA seeking approval of a generic version of that
drug. An ANDA may be submitted one year before NCE exclusivity expires if a Paragraph IV certification is filed. If there is no listed patent in the Orange
Book, there may not be a Paragraph IV certification, and, thus, no ANDA may be filed before the expiration of the exclusivity period. Certain changes to a
drug, such as the addition of a new indication to the package insert, can be the subject of a three-year period if the application contains reports of new
clinical investigations (other than bioavailability studies) conducted or sponsored by the sponsor that were essential to the approval of the application. FDA
cannot approve an ANDA for a generic drug that includes the change during the exclusivity period.
Patent term extension
After NDA approval, owners of relevant drug patents may apply for up to a five-year patent extension. The allowable patent term extension is
calculated as half of the drug’s testing phase (the time between IND application and NDA submission) and all of the review phase (the time between NDA
submission and approval up to a maximum of five years). The time can be shortened if FDA determines that the applicant did not pursue approval with due
diligence. The total patent term after the extension may not exceed 14 years from the date of product approval. Only one patent applicable to an approved
drug is eligible for extension and only those claims covering the approved drug, a method for using it, or a method for manufacturing it may be extended
and the application for the extension must be submitted prior to the expiration of the patent. For patents that might expire during the application phase, the
patent owner may request an interim patent extension. An interim patent extension increases the patent term by one year and may be renewed up to four
times. For each interim patent extension granted, the post-approval patent extension is reduced by one year. The director of the United States Patent and
Trademark Office must determine that approval of the drug covered by the patent for which a patent extension is being sought is likely. Interim patent
extensions are not available for a drug for which an NDA has not been submitted.
Other healthcare laws
In addition to FDA restrictions on marketing of pharmaceutical products, several other types of state and federal laws have been applied to restrict
certain general business and marketing practices in the pharmaceutical industry in recent years. These laws include anti-kickback statutes, false claims
statutes and other healthcare laws and regulations.
The federal Anti-Kickback Statute prohibits, among other things, knowingly and willfully offering, paying, soliciting or receiving remuneration to
induce, or in return for, purchasing, leasing, ordering or arranging for the purchase, lease or order of any healthcare item or service reimbursable under
Medicare, Medicaid, or other federally financed healthcare programs. The Patient Protection and Affordable Care Act as amended by the Health Care and
Education Reconciliation Act, collectively, the ACA, amended the intent element of the federal statute so that a person or entity no longer needs to have
actual knowledge of the statute or specific intent to violate it in order to commit a violation. This statute has been interpreted to apply to arrangements
between pharmaceutical manufacturers on the one hand and prescribers, purchasers and formulary managers on the other. Although there are a number of
statutory exceptions and regulatory safe harbors protecting certain common activities from prosecution or other regulatory sanctions, the exceptions and
safe harbors are drawn narrowly, and practices that involve remuneration intended to induce prescribing, purchases or recommendations may be subject to
scrutiny if they do not qualify for an exception or safe harbor.
Federal civil and criminal false claims laws, including the federal civil False Claims Act, prohibit any person or entity from knowingly presenting,
or causing to be presented, a false claim for payment to the federal government, or knowingly making, or causing to be made, a false statement to have a
false claim paid. This includes claims made to programs where the federal government reimburses, such as Medicaid, as well as programs where the federal
government is a direct purchaser, such as when it purchases off the Federal Supply Schedule. Recently, several pharmaceutical and other healthcare
companies have been prosecuted under these laws for allegedly inflating drug prices they report to pricing services, which in turn were used by the
government to set Medicare and Medicaid reimbursement rates, and for allegedly providing free product to customers with the expectation that the
customers would bill federal programs for the product. In addition, certain marketing practices, including off-label promotion, may also violate false claims
laws. Additionally, the ACA amended the federal Anti-Kickback Statute such that a violation of that statute can serve as a basis for liability under the
federal False Claims Act. Most states also have statutes or regulations similar to the federal Anti-Kickback Statute and False Claims Act, which apply to
items and services reimbursed under Medicaid and other state programs, or, in several states, apply regardless of the payor.
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Other federal statutes pertaining to healthcare fraud and abuse include the civil monetary penalties statute, which prohibits, among other things, the
offer or payment of remuneration to a Medicaid or Medicare beneficiary that the offeror or payor knows or should know is likely to influence the
beneficiary to order a receive a reimbursable item or service from a particular supplier, and the additional federal criminal statutes created by the Health
Insurance Portability and Accountability Act of 1996, or HIPAA, which prohibits, among other things, knowingly and willfully executing or attempting to
execute a scheme to defraud any healthcare benefit program or obtain by means of false or fraudulent pretenses, representations or promises any money or
property owned by or under the control of any healthcare benefit program in connection with the delivery of or payment for healthcare benefits, items or
services.
In addition, HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, or HITECH, and their
respective implementing regulations, including the Final Omnibus Rule published on January 25, 2013, impose obligations on certain healthcare providers,
health plans, and healthcare clearinghouses, known as covered entities, as well as their business associates that perform certain services involving the
storage, use or disclosure of individually identifiable health information, including mandatory contractual terms, with respect to safeguarding the privacy,
security, and transmission of individually identifiable health information, and require notification to affected individuals and regulatory authorities of
certain breaches of security of individually identifiable health information. HITECH increased the civil and criminal penalties that may be imposed against
covered entities, business associates and possibly other persons, and gave state attorneys general new authority to file civil actions for damages or
injunctions in federal courts to enforce the federal HIPAA laws and seek attorney’s fees and costs associated with pursuing federal civil actions. In addition,
many state laws govern the privacy and security of health information in certain circumstances, many of which differ from each other in significant ways
and may not have the same effect.
Further, pursuant to the ACA, the Centers for Medicare & Medicaid Services (the “CMS”) has issued a final rule that requires manufacturers of
prescription drugs to collect and report annually information on certain payments or transfers of value to physicians, physician assistants, certain types of
advance practice nurses and teaching hospitals, or to entities or individuals at the request of, or designated on behalf of, such providers, and to report
annually certain ownership and investment interests held by physicians and their immediate family members. The reported data is made available in
searchable form on a public website on an annual basis. Failure to submit required information may result in civil monetary penalties.
In addition, several states now require prescription drug companies to report certain expenses relating to the marketing and promotion of drug
products and to report gifts and payments to individual healthcare practitioners in these states. Other states prohibit various marketing-related activities,
such as the provision of certain kinds of gifts or meals. Still other states require the posting of information relating to clinical studies and their outcomes.
Some states require the reporting of certain pricing information, including information pertaining to and justifying price increases, or prohibit prescription
drug price gouging. In addition, certain states require pharmaceutical companies to implement compliance programs and/or marketing codes. Certain states
and local jurisdictions also require the registration of pharmaceutical sales representatives. Compliance with these laws is difficult and time consuming, and
companies that do not comply with these state laws face civil penalties.
Efforts to ensure that business arrangements with third parties comply with applicable healthcare laws and regulations involve substantial costs. If a
drug company’s operations are found to be in violation of any such requirements, it may be subject to significant penalties, including civil, criminal and
administrative penalties, damages, fines, disgorgement, imprisonment, the curtailment or restructuring of its operations, loss of eligibility to obtain
approvals from the FDA, exclusion from participation in government contracting, healthcare reimbursement or other federal or state government healthcare
programs, including Medicare and Medicaid, integrity oversight and reporting obligations, imprisonment, and reputational harm. Although effective
compliance programs can mitigate the risk of investigation and prosecution for violations of these laws, these risks cannot be entirely eliminated. Any
action for an alleged or suspected violation can cause a drug company to incur significant legal expenses and divert management’s attention from the
operation of the business, even if such action is successfully defended.
Possible change in law or policy
Healthcare reforms that have been adopted, and that may be adopted in the future, could result in further reductions in coverage and levels of
reimbursement for pharmaceutical products, increases in rebates payable under U.S. government rebate programs and additional downward pressure on
pharmaceutical product prices. Healthcare reform proposals recently culminated in the enactment of the Inflation Reduction Act (the “IRA”), which
will, among other things, allow the U.S. Department of Health and Human Services (“HHS”) to negotiate the selling price of certain drugs and biologics
that CMS reimburses under Medicare Part B and Part D (excluding drugs and biologics that are designated and approved for only one rare disease or
condition), although only high-expenditure single-source drugs that have been approved for at least 7
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years (11 years for biologics) can be selected by CMS for negotiation, with the negotiated price taking effect two years after the selection year. The
negotiated prices, which will first become effective in 2026, will be capped at a statutory ceiling price. Beginning in October 2022 for Medicare Part D and
January 2023 for Medicare Part B, the IRA will also penalize drug manufacturers that increase prices of Medicare Part D and Part B drugs at a rate greater
than the rate of inflation. In addition, the IRA will eliminate, beginning in 2025, the coverage gap under Medicare Part D by significantly lowering the
enrollee maximum out-of-pocket cost and requiring manufacturers to subsidize, through a newly established manufacturer discount program, 10% of Part
D enrollees’ prescription costs for brand drugs below the out-of-pocket maximum, and 20% once the out-of-pocket maximum has been reached. The IRA
permits the Secretary of HHS to implement many of these provisions through guidance, as opposed to regulation, for the initial years. Manufacturers that
fail to comply with the IRA may be subject to various penalties, including civil monetary penalties. It is unclear to what extent other statutory, regulatory,
and administrative initiatives will be enacted and implemented.
Foreign regulation
Clinical trials
In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical trials and commercial sales
and distribution of our product candidates to the extent we choose to sell any products outside of the United States. For clinical trials, many countries
outside of the United States have a similar process that requires the submission of a clinical study application similar to the process in the United States.
However, the specific requirements governing the conduct of clinical trials vary greatly from country to country. In the European Union, for example,
clinical trials are governed by the new EU Regulation on Clinical Trials (Reg. EU No. 536/2014) (the “CTR”) that has become applicable on January 31,
2022. The CTR stipulates the process of obtaining competent authority approval for clinical trials. Under the CTR, trial sponsors submit their application
for approval via an EU Portal. While the procedure for approval is conducted in a coordinated manner among the concerned EU Member States as provided
under the CTR, the approvals will still have to be granted by the competent authorities of the EU Member States where a trial takes place. The CTR has
streamlined the process for the application and granting of the approvals in comparison with the predecessor legislation, Directive 2001/20/EC on clinical
trials (the “CTD”). However, the process of obtaining clinical trial approval in the EU is still complex and can significantly delay the start of a
multinational clinical trial.
Following the United Kingdom’s exit from the European Union on December 31, 2020, different rules apply in the United Kingdom from the
European Union.
Approval and reimbursement
Whether or not we obtain FDA approval for a product, we must obtain approval or licensing of a product by regulatory authorities of foreign
countries before we can commence marketing of the product in those countries. The approval processes for both approval and marketing of commercial
drugs vary from country to country and the time may be longer or shorter than that required for FDA approval.
The requirements governing the product licensing, pricing and reimbursement vary greatly from country to country. As in the United States, post-
approval regulatory requirements, such as those regarding product manufacture, marketing, or distribution would apply to any product that is approved
outside the United States.
To obtain regulatory approval of a medicinal product under EU regulatory systems, a sponsor must submit a marketing authorization application.
The grant of marketing authorization in the EU is governed by Directive 2001/83/EC of the European Parliament and of the Council, commonly known as
the Community Code and Regulation (EC) No 726/2004 of the European Parliament and of the Council of 31 March 2004 laying down Community
procedures for the authorization and supervision of medicinal products for human and veterinary use and establishing the European Medicines Agency (the
“EMA”), commonly referred to as the EMA Regulation. In addition, Regulation 1394/2007/EC on advanced therapy medicinal products (“ATMP”) lays
down specific rules concerning the authorization, supervision and pharmacovigilance of gene therapy medicinal products, somatic cell therapy medicinal
products and tissue engineered products. The EMA’s Committee for Advanced Therapies (“CAT”) is responsible for assessing the quality, safety and
efficacy of ATMP. The role of CAT is to prepare a draft opinion on an application for marketing authorization for an ATMP candidate. EMA then provides
a final opinion regarding the application for marketing authorization. The European Commission grants or refuses marketing authorization after the EMA
has delivered its opinion.
Innovative medicinal products are authorized in the EU on the basis of a full marketing authorization application (as opposed to an application for
marketing authorization that relies, in whole or in part, on data in the marketing authorization dossier for another, previously approved medicinal product).
Applications for marketing authorization for innovative
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medicinal products must contain the results of pharmaceutical tests, preclinical tests and clinical trials conducted with the medicinal product for which
marketing authorization is sought.
EU legislation provides for a system of regulatory data and market exclusivity. According to Article 14(11) of the EMA Regulation, and
Article 10(1) of the Community Code, upon receiving marketing authorization, new chemical entities approved on the basis of complete independent data
package benefit from eight years of data exclusivity and an additional two years of market exclusivity. Data exclusivity prevents regulatory authorities in
the European Union from referencing the innovator’s data to assess a generic (abbreviated) application. During the additional two-year period of market
exclusivity, a generic marketing authorization can be submitted, and the innovator’s data may be referenced, but no generic medicinal product can be
marketed until the expiration of the market exclusivity. The overall ten-year period will be extended to a maximum of eleven years if, during the first eight
years of those ten years, the marketing authorization holder, or MAH, obtains an authorization for one or more new therapeutic indications which, during
the scientific evaluation prior to their authorization, are held to bring a significant clinical benefit in comparison with existing therapies. Even if a
compound is considered to be a new chemical entity and the innovator is able to gain the period of data exclusivity, another company nevertheless could
also market another version of the drug if such company obtained marketing authorization based on an application with a complete independent data
package of pharmaceutical tests, preclinical tests and clinical trials. Depending upon the timing and duration of the EU marketing authorization process,
products may be eligible for up to five years’ supplementary protection certificates, or SPC, pursuant to Regulation (EC) No 469/2009. Such SPC extend
the rights under the basic patent for the drug.
Products authorized as “orphan medicinal products” in the EU are entitled to benefits additional to those granted in relation to innovative medicinal
products. In accordance with Article 3 of Regulation (EC) No. 141/2000 of the European Parliament and of the Council of 16 December 1999 on orphan
medicinal products, a medicinal product may be designated as an orphan medicinal product if (1) it is intended for the diagnosis, prevention or treatment of
a life-threatening or chronically debilitating condition; (2) either (a) such condition affects no more than five in 10,000 persons in the EU when the
application is made, or (b) the product, without the incentives derived from orphan medicinal product status, would not generate sufficient return in the EU
to justify investment; and (3) there exists no satisfactory method of diagnosis, prevention or treatment of such condition authorized for marketing in the
EU, or if such a method exists, the product will be of significant benefit to those affected by the condition. Further guidance on such criteria is provided in
European Commission Regulation (EC) No. 847/2000 of 27 April 2000 laying down the provisions for implementation of the criteria for designation of a
medicinal product as an orphan medicinal product and definitions of the concepts “similar medicinal product” and “clinical superiority”. Orphan medicinal
products are eligible for financial incentives such as reduction of fees or fee waivers and following grant of a marketing authorization, EMA and the EU
Member States’ competent authorities are not permitted to accept another application for a marketing authorization, or grant a marketing authorization or
accept an application to extend an existing marketing authorization, for the same therapeutic indication of a similar medicinal product for ten years
following grant or authorization. The application for orphan drug designation must be submitted before the application for marketing authorization. The
applicant may receive a fee reduction for the marketing authorization application if the orphan drug designation has been granted, but not if the designation
is still pending at the time the marketing authorization is submitted. Orphan drug designation does not convey any advantage in, or shorten the duration of,
the regulatory review and approval process.
The 10-year market exclusivity that an orphan drug enjoys may be reduced to six years if, at the end of the fifth year, it is established that the
product no longer meets the criteria for orphan designation, for example, if the product is sufficiently profitable not to justify maintenance of market
exclusivity. Additionally, marketing authorization may be granted to a similar product during the 10-year period of market exclusivity for the same
therapeutic indication at any time if:
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The second applicant can establish in its application that its product, although similar to the orphan medicinal product already authorized, is
safer, more effective or otherwise clinically superior;
The holder of the marketing authorization for the original orphan medicinal product consents to a second orphan medicinal product
application; or
The holder of the marketing authorization for the original orphan medicinal product cannot supply enough orphan medicinal product.
Similar to obligations imposed in the United States, medicinal products authorized in the EU may be subject to post-authorization obligations,
including the obligation to conduct Post Marketing Safety Studies (“PASS”) or Post Marketing Efficacy Studies (“PAES”).
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Reimbursement for medicinal products is still an area that is not harmonized in the EU, but largely governed by EU Member States’ laws. At EU
level, Council Directive 89/105/EEC (the “Price Transparency Directive”) aims to ensure that pricing and reimbursement mechanisms established in EU
Member States are transparent and objective, do not hinder the free movement and trade of medicinal products in the EU and do not hinder, prevent or
distort competition on the market. The Price Transparency Directive does not, however, provide any guidance concerning the specific criteria based on
which pricing and reimbursement decisions are to be made in individual EU Member States. Neither does it have any direct consequence for pricing or
levels of reimbursement in individual EU Member States. The national authorities of the individual EU Member States are free to restrict the range of
medicinal products for which their national health insurance systems provide reimbursement and to control the prices and/or reimbursement of medicinal
products for human use. Individual EU Member States adopt policies according to which a specific price or level of reimbursement is approved for the
medicinal product. Other EU Member States adopt a system of reference pricing, basing the price or reimbursement level in their territory either, on the
pricing and reimbursement levels in other countries, or on the pricing and reimbursement levels of medicinal products intended for the same therapeutic
indication. Furthermore, some EU Member States impose direct or indirect controls on the profitability of the company placing the medicinal product on
the market.
Health Technology Assessment (“HTA”) of medicinal products is becoming an increasingly common part of the pricing and reimbursement procedures in
EU Member States. HTA is the procedure according to which the assessment of the public health impact, therapeutic impact and the economic and societal impact
of the use of a given medicinal product in the national healthcare systems of the individual country is conducted. HTA generally focuses on the clinical efficacy and
effectiveness, safety, cost, and cost-effectiveness of individual medicinal products as well as their potential implications for the national healthcare system. Those
elements of medicinal products are compared with other treatment options available on the market.
The outcome of HTA may influence the pricing and reimbursement status for specific medicinal products within individual EU member states. The
extent to which pricing and imbursement decisions are influenced by the HTA of a specific medicinal product vary between the EU Member States.
A new EU Regulation on HTA was adopted on December 13, 2021, Regulation (EU) 2021/2282 of the European Parliament and of the Council of
15 December 2021 on health technology assessment and amending Directive 2011/24/EU (“HTA Regulation”). It will become applicable on January12,
2025. The HTA Regulation covers new medicines and certain new medical devices, “providing the basis for permanent and sustainable cooperation at the
EU level for joint clinical assessments in these areas.” Member states will be able to use common HTA tools, methodologies and procedures across the EU,
working together in four main areas: 1) joint clinical assessments focusing on the most innovative health technologies with the most potential impact for
patients; 2) joint scientific consultations whereby developers can seek advice from HTA authorities; 3) identification of emerging health technologies to
identify promising technologies early; and 4) continuing voluntary cooperation in other areas. Individual member states will continue to be responsible for
assessing non-clinical (e.g., economic, social, ethical) aspects of health technology, and making decisions on pricing and reimbursement.
In the United Kingdom and following the United Kingdom’s exit from the European Union, EU medicines regulation has been adopted as
standalone United Kingdom legislation with some amendments to reflect procedural and other requirements with respect to marketing authorizations and
other regulatory provisions.
In order to market a medicinal product in the United Kingdom, a license or marketing authorization must be obtained from the United Kingdom
Medicines and Healthcare Products Regulatory Agency (the “MHRA”). The United Kingdom legislation includes multiple assessment routes for
applications for medicinal products, including a 150-day national assessment or a rolling review application. Further, and for a transitional period until
December 31, 2023, the MHRA may rely on a decision taken by the European Commission on the approval of a new marketing authorization in the
centralized procedure. In addition, the MHRA has the power to have regard to marketing authorizations approved in EU member states.
The MHRA reviews applications for orphan designation at the time of a marketing authorization application or as part of a subsequent variation to
that authorization. To qualify for orphan designation, a medicine must meet certain criteria in the United Kingdom including that the medicine for the
treatment, prevention or diagnosis of a disease that is life-threatening or chronically debilitating, the prevalence of the condition must not be more than 5 in
10,000 or it must be unlikely that the marketing would generate sufficient returns to justify investment and no satisfactory method of diagnosis, prevention
or treatment must exist in Great Britain or, if such a method exists the medicine must be of significant benefit to those affected by the condition. On grant
of a marketing authorization with orphan status, the medicinal product will benefit from up to 10 years of market exclusivity from similar products in the
approved orphan indication starting from the date of first approval of the product in Great Britain.
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The United Kingdom has adopted new legislation, the Medicines and Medical Devices Act 2021 and may make changes to the licensing or
authorization of medicines in the future. The separate UK authorization system, albeit with transitional recognition procedures in the UK, may lead to
additional regulatory costs. In addition, further regulatory costs will be incurred with respect to the lack of mutual recognition of batch testing and related
regulatory measures between the European Union and the United Kingdom.
Reimbursement in the United Kingdom for use by public payors (National Health Service) organizations may depend on a positive technology
assessment by the National Institute for Health and Care Excellence (“NICE”). A positive recommendation by NICE would lead to an obligation to fund,
subject to terms of that approval, by NHS organizations. In assessing any new medicinal product, NICE will take into account clinical as well as the
economic value of the product.
Failure to obtain positive reimbursement recommendations or failure to obtain government and third-party payor reimbursement coverage in
foreign countries may affect the marketability and commercial sales of any product candidates for which regulatory approval is received.
Employees and Human Capital Resources
As of December 31, 2022, we had 117 employees, 39 of whom have an M.D. or Ph.D. We have not experienced any work stoppages. None of our
employees is represented by a labor union or covered by collective bargaining agreements, and we consider our relationship with our employees to be
good.
We seek to attract, hire and retain individuals of diverse backgrounds and of all ages, genders, ethnicities, religions, home countries and sexual
orientation. As of December 31, 2022, approximately 55% of our employees are female, and approximately 47% of our management team (which we
define as at the vice president level and above) are female. More than 40% of our employees self-identify as racially or ethnically diverse as of December
31, 2022.
Our human capital resources objectives include, as applicable, identifying, recruiting, integrating, motivating, developing, and retaining our existing
and additional employees. The principal purposes of our equity incentive and cash-based performance bonus plans are to attract, retain and motivate
selected employees, consultants and directors through the granting of stock-based compensation awards.
Available Information
Stoke Therapeutics, Inc. was founded in June 2014 and was incorporated under the laws of the State of Delaware. Our principal executive offices
are located at 45 Wiggins Ave, Bedford, Massachusetts 01730, and our telephone number is (781) 430-8200. Our website address is
www.stoketherapeutics.com. The information contained on, or that can be accessed through, our website is not part of, and is not incorporated by reference
into, this Annual Report.
We file annual, quarterly and current reports, proxy statements and other documents with the Securities and Exchange Commission, or SEC, under
the Securities Exchange Act of 1934, as amended, or Exchange Act. The SEC maintains an Internet website that contains reports, proxy and information
statements, and other information regarding issuers, including us, that file electronically with the SEC. The public can obtain any documents that we file
with the SEC at www.sec.gov. Copies of each of our filings with the SEC can also be viewed and downloaded free of charge at our website, www.
stoketherapeutics.com, after the reports and amendments are electronically filed with or furnished to the SEC.
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Item 1A. Risk Factors.
Investing in our common stock involves a high degree of risk. Before making your decision to invest in shares of our common stock, you should
carefully consider the risks described below, together with the other information contained in this annual report, including our consolidated financial
statements and the related notes and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”. The risks and
uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of, or that we currently believe are not
material, may also become important factors that affect us. We cannot assure you that any of the events discussed below will not occur. These events could
have a material and adverse impact on our business, financial condition, results of operations and prospects. If that were to happen, the trading price of
our common stock could decline, and you could lose all or part of your investment.
Summary of Risk Factors
An investment in our common stock involves various risks, and prospective investors are urged to carefully consider the matters discussed in the
section titled “Risk Factors” prior to making an investment in our common stock. These risks include, but are not limited to, the following:
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We are early in our development efforts. If we or our collaborators are unable to develop, obtain regulatory approval for and commercialize
STK-001, STK-002 and our future product candidates, or if we experience significant delays in doing so, our business will be materially
harmed.
Success in early preclinical studies or clinical trials may not be indicative of results obtained in later preclinical studies and clinical trials,
including in our Dravet syndrome program or our ADOA program.
Even if we complete the necessary preclinical studies and clinical trials, we cannot predict when, or if, we will obtain regulatory approval to
commercialize a product candidate and the approval may be for a narrower indication than we seek.
Certain of the diseases we seek to treat have low prevalence, and it may be difficult to identify patients with these diseases, which may lead
to delays in enrollment for our trials or slower commercial revenue growth if STK-001, STK-002 or our future product candidates are
approved.
If clinical trials of STK-001, STK-002 or any other product candidate that we develop fail to demonstrate safety and efficacy to the
satisfaction of FDA or foreign regulatory authorities or do not otherwise produce favorable results, we may incur additional costs or
experience delays in completing, or ultimately may be unable to complete, the development and commercialization of such product
candidate.
We may not be successful in our efforts to use TANGO to expand our pipeline of product candidates and develop marketable products.
Any product candidate for which we obtain marketing approval will be subject to extensive post-marketing regulatory requirements and
could be subject to post-marketing restrictions or withdrawal from the market, and we may be subject to penalties if we fail to comply with
regulatory requirements or if we experience unanticipated problems with our product candidates, when and if any of them are approved.
Our failure to obtain regulatory approval in international jurisdictions would prevent us from marketing our product candidates outside the
United States.
STK-001, STK-002 or our future product candidates may cause undesirable and unforeseen side effects or be perceived by the public as
unsafe, which could delay or prevent their advancement into clinical trials or regulatory approval, limit the commercial potential or result in
significant negative consequences.
The ongoing COVID-19 pandemic may, directly or indirectly, adversely affect our business, results of operations and financial condition.
A Rare Pediatric Disease designation by the FDA does not guarantee that the NDA for the product will qualify for a priority review voucher
upon approval, and it does not lead to a faster development or regulatory review process, or increase the likelihood that STK-001, STK-002
or our future product candidates will receive marketing approval.
A Fast Track Designation by the FDA, even if granted for any of our future product candidates, may not lead to a faster development or
regulatory review or approval process, and does not increase the likelihood that our product candidates will receive marketing approval.
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A Breakthrough Therapy Designation by the FDA for STK-001, STK-002 or our future product candidates may not lead to a faster
development or regulatory review or approval process, and it would not increase the likelihood that the product candidate will receive
marketing approval.
Enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product
candidates and may affect the prices we may set.
The commercial success of our product candidates, including STK-001 and STK-002 will depend upon their degree of market acceptance by
providers, patients, patient advocacy groups, third-party payors and the general medical community.
The pricing, insurance coverage and reimbursement status of newly approved products is uncertain. Failure to obtain or maintain adequate
coverage and reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our
ability to generate product revenue.
Current and potential future healthcare reforms may adversely impact pricing, insurance coverage and reimbursement status of newly
approved products.
We have a history of operating losses, and we may not achieve or sustain profitability. We anticipate that we will continue to incur losses for
the foreseeable future. If we fail to obtain additional funding to conduct our planned research and development effort, we could be forced to
delay, reduce or eliminate our product development programs or commercial development efforts.
We expect that we will need to raise additional funding before we can expect to become profitable from any potential future sales of STK-
001, STK-002 or our future product candidates. This additional financing may not be available on acceptable terms or at all. Failure to
obtain this necessary capital when needed may force us to delay, limit or terminate our product development efforts or other operations.
Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.
Our success depends in part on our ability to obtain, maintain and protect our intellectual property. It is difficult and costly to protect our
proprietary rights and technology, and we may not be able to ensure their protection.
The market price of our stock may be volatile, and you could lose all or part of your investment.
Risks Related to Product Development and Regulatory Approval
We are early in our development efforts. If we are unable to develop, obtain regulatory approval for and commercialize STK-001, STK-002 and our
future product candidates, or if we experience significant delays in doing so, our business will be materially harmed.
We have invested substantially all of our efforts and financial resources in the development of our Targeted Augmentation of Nuclear Gene Output
(“TANGO”) technology and our current lead product candidate, STK-001, for the treatment of Dravet syndrome. We submitted an investigational new drug
application (“IND”) for STK-001 to the U.S. Food and Drug Administration (the “FDA”) in late 2019. In August 2020, we dosed the first patient with
STK-001 in the single ascending dose portion of the MONARCH Phase 1/2a Study at the 10mg dose level.
In addition, in November 2020, we announced the nomination of OPA1 as our next target for preclinical development to treat Autosomal Dominant
Optic Atrophy (“ADOA”). In November 2021, we announced the nomination of STK-002 as the lead product candidate for the treatment of ADOA and
intend to invest significant efforts and financial resources in its development. We submitted a Clinical Trial Authorisation (“CTA”) for STK-002 to the
United Kingdom Medicines and Healthcare Products Regulatory Agency (the “MHRA”) in early 2023. Our ability to generate product revenue, which we
do not expect will occur for many years, if ever, will depend heavily on the successful development and eventual commercialization of TANGO and our
product candidates, which may never occur. We currently generate no revenue from sales of any product, and we may never be able to develop or
commercialize a marketable product.
Each of our programs and product candidates will require preclinical and clinical development, regulatory approval in multiple jurisdictions,
obtaining preclinical, clinical and commercial manufacturing supply, capacity and expertise, building of a commercial organization, substantial investment
and significant marketing efforts before we generate any revenue from product sales. STK-001, STK-002 and our future product candidates must be
authorized for marketing by the FDA or certain
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other foreign regulatory agencies, such as the European Medicines Agency (the “EMA”) or the MHRA, before we may commercialize any of our product
candidates.
The success of STK-001, STK-002 and our future product candidates depends on multiple factors, including:
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effective INDs and CTAs that allow commencement of our planned clinical trials or future clinical trials for our product candidates in
relevant territories;
our ability to obtain approval from institutional review boards (“IRBs”) or ethics committees to conduct clinical trials at their respective
sites;
potential delays in enrollment, site visits, evaluations, or dosing of patients participating in clinical trials as hospitals prioritize the treatment
of COVID-19 patients or patients decide not to enroll in the study as a result of the COVID-19 pandemic;
the direct and indirect impact of COVID-19 on our business and operations, third party vendors, supply chain, and regulatory approvals;
successful completion of preclinical studies, including those compliant with Good Laboratory Practices (“GLP”) toxicology studies,
biodistribution studies and minimum effective dose studies in animals;
our ability to reach agreements on acceptable terms with prospective third-party contract research organizations (“CROs”) and trial sites, the
terms of which can be subject to extensive negotiation and may vary significantly among CROs and trial sites;
successful enrollment and completion of clinical trials compliant with current Good Clinical Practices (“GCPs”);
positive results from our clinical programs that demonstrate safety and efficacy and provide an acceptable risk-benefit profile for our
product candidates in the intended patient populations;
receipt of regulatory approvals from applicable regulatory authorities;
establishment of arrangements with third-party contract manufacturing organizations (“CMOs”) for key materials used in our manufacturing
processes and to establish backup sources for clinical and large-scale commercial supply;
establishment and maintenance of patent and trade secret protection and regulatory exclusivity for our product candidates;
commercial launch of our product candidates, if and when approved, whether alone or in collaboration with others;
acceptance of our product candidates, if and when approved, by patients, patient advocacy groups, third-party payors and the general
medical community;
our effective competition against other therapies available in the market;
establishment and maintenance of adequate reimbursement from third-party payors for our product candidates;
our ability to acquire or in-license additional product candidates;
prosecution, maintenance, enforcement and defense of intellectual property rights and claims; and
maintenance of a continued acceptable safety profile of our product candidates following approval.
If we do not succeed in one or more of these factors in a timely manner or at all, we could experience significant delays or an inability to
successfully commercialize our product candidates, which would materially harm our business. If we do not receive regulatory approvals for our product
candidates, we may not be able to continue our operations.
Success in early preclinical studies or clinical trials may not be indicative of results obtained in later preclinical studies and clinical trials, including in
our Dravet syndrome program or our ADOA program.
STK-001 is currently being evaluated in human clinical trials, and we may experience unexpected or negative results in the future. We will be
required to demonstrate through adequate and well-controlled clinical trials that our product candidates are safe and effective, with a favorable benefit-risk
profile, for use in their target indications before we can seek regulatory approvals for their commercial sale. The positive results we have observed for our
product candidates in preclinical animal
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models may not be predictive of our future clinical trials in humans, as mouse models carry inherent limitations relevant to all preclinical studies. In
particular, the Dravet syndrome mouse model is more severe than the human disease and provides a shorter post-symptomatic observation period. Trial
designs and results from early-phase trials are not necessarily predictive of future clinical trial designs or results, and initial positive results we may observe
may not be confirmed in later-phase clinical trials. For example, although we recently reported a reduction in median convulsive seizure frequency
compared to baseline, these results were based on pooling data from the Phase 1/2a trials of STK-001 in the United States (MONARCH) and in the United
Kingdom (ADMIRAL) and later trial readouts or additional trials may not confirm these results. Our product candidates may also fail to show the desired
safety and efficacy in later stages of clinical development even if they successfully advance through initial clinical trials, and preliminary interim data
readouts of ongoing trials may show results that change when such trials are completed. We may not be able to demonstrate a disease-modifying effect of
STK-001 in our clinical trials in Dravet syndrome patients, even if we are able to demonstrate efficacy on seizure reduction, and we may be similarly
unable to demonstrate the efficacy of STK-002 in our ADOA program or other future programs. In addition, our clinical trials to date have necessarily
involved relatively small numbers of participants. Therefore, conclusions we draw based upon trial results to date may not be repeatable across larger
cohorts of participants or patients with different characteristics. Moreover, even if our clinical trials demonstrate acceptable safety and efficacy of STK-
001, STK-002 or our future product candidates, the labeling we obtain through negotiations with the FDA or foreign regulatory authorities may not include
data on secondary endpoints and may not provide us with a competitive advantage over other products approved for the same or similar indications.
Many companies in the biotechnology industry have suffered significant setbacks in late-stage clinical trials after achieving positive results in early-
stage development and there is a high failure rate for product candidates proceeding through clinical trials. In addition, different methodologies,
assumptions and applications we utilize to assess particular safety or efficacy parameters may yield different statistical results. Even if we believe the data
collected from clinical trials of our product candidates are promising, these data may not be sufficient to support approval by the FDA or foreign regulatory
authorities. Preclinical and clinical data can be interpreted in different ways. Accordingly, the FDA or foreign regulatory authorities could interpret these
data in different ways from us or our partners, which could delay, limit or prevent regulatory approval. If our study data do not consistently or sufficiently
demonstrate the safety or efficacy of any of our product candidates, including STK-001 for Dravet syndrome or STK-002 for ADOA, then the regulatory
approvals for such product candidates could be significantly delayed as we work to meet approval requirements, or, if we are not able to meet these
requirements, such approvals could be withheld or withdrawn. Regulatory delays or rejections may be encountered as a result of many factors, including
changes in regulatory policy during the period of product development. We cannot be certain that we will not face similar setbacks. While currently we are
not experiencing any significant delays or disruptions to our clinical trial a result of the global COVID-19 pandemic, we take into consideration that the
COVID-19 pandemic may directly or indirectly impact our clinical trial enrollment, dosing, and regulatory approval timelines.
If clinical trials of STK-001, STK-002 or any other product candidate that we develop fail to demonstrate safety and efficacy to the satisfaction of FDA
or foreign regulatory authorities or do not otherwise produce favorable results, we may incur additional costs or experience delays in completing, or
ultimately may be unable to complete, the development and commercialization of such product candidate.
Before obtaining marketing approval from regulatory authorities for the sale of any product candidate, including STK-001 and STK-002, we must
complete preclinical development and then conduct extensive clinical trials to demonstrate the safety and efficacy of our product candidates in humans.
Clinical testing is expensive, difficult to design and implement, can take many years to complete and is uncertain as to outcome. A failure of one or more
clinical trials can occur at any stage of testing.
Clinical trials may be placed on a full or partial clinical hold by the FDA, foreign regulatory authorities, or us for various reasons, including but not
limited to: deficiencies in the conduct of the clinical trials, including failure to conduct the clinical trial in accordance with regulatory requirements or
clinical protocols; deficiencies in the clinical trial operations or trial sites; deficiencies in the trial designs necessary to demonstrate efficacy; fatalities or
other adverse effects arising during a clinical trial due to medical problems that may or may not be related to clinical trial treatments; the product
candidates may not appear to be more effective than current therapies; the quality or stability of the product candidates may fall below acceptable
standards; or the data from animal studies are not sufficient to support the anticipated exposure (dose, route of administration, and duration) for the
proposed clinical trial. For example, in March 2020, we announced that the FDA had placed a partial clinical hold on doses of STK-001 above 20 mg in
the MONARCH study based on observations of adverse hind limb paresis in non-human primates, pending additional preclinical testing. The partial
clinical hold remains in place in the MONARCH study for dosing above 45 mg. If the partial clinical hold is not lifted, our ability to successfully conclude
the MONARCH study or other studies related to STK-001, and our business, results of operations and financial condition, may be adversely affected.
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In addition, we, the FDA, foreign regulatory authorities, or an IRB or similar foreign review board or committee, may delay initiation of, suspend or
limit dose escalation of clinical trials of a product candidate at any time for various reasons, including if we or they believe the healthy volunteer subjects
or patients participating in such trials are being exposed to unacceptable health risks. Among other reasons, adverse side effects of a product candidate or a
related product in preclinical trials or on healthy volunteer subjects or patients in a clinical trial could result in such a decision. For example, in November
2023, we announced our decision to limit chronic dosing in the open-label extension studies to 30mg in SWALLOWTAIL in the U.S. and 45mg in
LONGWING in the U.K. Our decision was based on interactions with regulatory agencies and a review of interim chronic toxicology data from a study in
NHPs in which the total drug administered to NHPs was higher than what we would anticipate giving to participants in clinical trials.
Even if we complete the necessary preclinical studies and clinical trials, we cannot predict when, or if, we will obtain regulatory approval to
commercialize a product candidate and the approval may be for a narrower indication than we seek.
Prior to commercialization, STK-001, STK-002, and our other future product candidates must be approved by the FDA pursuant to a new drug
application (“NDA”) in the United States and pursuant to similar marketing applications by the EMA and similar regulatory authorities outside the United
States. The process of obtaining marketing approvals, both in the United States and abroad, is expensive and takes many years, if approval is obtained at
all, and can vary substantially based upon a variety of factors, including the type, complexity and novelty of the product candidates involved. Failure to
obtain marketing approval for a product candidate will prevent us from commercializing the product candidate. We have not received approval to market
STK-001, STK-002 or any of our other future product candidates from regulatory authorities in any jurisdiction. We have no experience in submitting and
supporting the applications necessary to gain marketing approvals, and, in the event regulatory authorities indicate that we may submit such applications,
we may be unable to do so as quickly and efficiently as desired. Securing marketing approval requires the submission of extensive preclinical and clinical
data and supporting information to regulatory authorities for each therapeutic indication to establish the product candidate’s safety and efficacy. Securing
marketing approval also requires the submission of information about the product manufacturing process to, and inspection of manufacturing facilities by,
the regulatory authorities. Our product candidates may not be effective, may be only moderately effective or may prove to have undesirable or unintended
side effects, toxicities or other characteristics that may preclude our obtaining marketing approval or prevent or limit commercial use. Regulatory
authorities have substantial discretion in the approval process and may refuse to accept or file any application or may decide that our data are insufficient
for approval and require additional preclinical, clinical or other studies. In addition, varying interpretations of the data obtained from preclinical and clinical
testing could delay, limit or prevent marketing approval of a product candidate.
Approval of STK-001, STK-002 and our other future product candidates may be delayed or refused for many reasons, including:
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the FDA or comparable foreign regulatory authorities may disagree with the design or implementation of our clinical trials;
we may be unable to demonstrate, to the satisfaction of the FDA or comparable foreign regulatory authorities, that our product candidates
are safe and effective for any of their proposed indications;
the results of clinical trials may not meet the level of statistical significance or clinical meaningfulness required by the FDA or comparable
foreign regulatory authorities for approval;
we may be unable to demonstrate that our product candidates’ clinical and other benefits outweigh their safety risks;
the FDA or comparable foreign regulatory authorities may disagree with our interpretation of data from preclinical programs or clinical
trials;
the data collected from clinical trials of our product candidates may not be sufficient to support the submission of an NDA or other
comparable submission in foreign jurisdictions or to obtain regulatory approval in the United States or elsewhere;
the facilities of third-party manufacturers with which we contract or procure certain service or raw materials may not be adequate to support
approval of our product candidates;
the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering
our clinical data insufficient for approval; and
potential delays in enrollment, site visits, evaluations, or dosing of patients participating in the clinical trial as hospitals prioritize the
treatment of COVID-19 patients or patients decide to not enroll in the study as a result of the COVID-19 pandemic.
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Even if our product candidates meet their safety and efficacy endpoints in clinical trials, the regulatory authorities may not complete their review
processes in a timely manner, or we may not be able to obtain regulatory approval. Additional delays may result if an FDA Advisory Committee or other
regulatory authority recommends non-approval or restrictions on approval. In addition, we may experience delays or rejections based upon additional
government regulation from future legislation or administrative action, or changes in regulatory authority policy during the period of product development,
clinical trials and the review process.
Regulatory authorities also may approve a product candidate for more limited indications than requested or they may impose significant limitations
in the form of narrow indications, warnings or a risk evaluation and mitigation strategy (“REMS”). These regulatory authorities may require precautions or
contra-indications with respect to conditions of use or they may grant approval subject to the performance of costly post-marketing clinical trials. In
addition, regulatory authorities may not approve the labeling claims that are necessary or desirable for the successful commercialization of our product
candidates. Any of the foregoing scenarios could materially harm the commercial prospects for our product candidates and adversely affect our business,
financial condition, results of operations and prospects. While currently we are not experiencing any significant delays or disruptions to our clinical trial a
result of the global COVID-19 pandemic, we take into consideration that the COVID-19 pandemic may directly or indirectly impact our clinical trial
enrollment, dosing, and regulatory approval timelines.
Certain of the diseases we seek to treat have low prevalence, and it may be difficult to identify patients with these diseases, which may lead to delays in
enrollment for our trials or slower commercial revenue growth if STK-001, STK-002 or our future product candidates are approved.
Genetically defined diseases generally, and especially those for which our product candidates are targeted, have low incidence and prevalence. We
estimate that the worldwide incidence of Dravet syndrome is approximately one in 16,000 births, and the incidence of ADOA is approximately one in
30,000 births. This could pose obstacles to the timely recruitment and enrollment of a sufficient number of eligible patients into our trials or limit a product
candidate’s commercial potential. Patient enrollment may be affected by other factors including:
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the ability to identify and enroll patients that meet study eligibility criteria in a timely manner for clinical trials;
the severity of the disease under investigation;
design of the study protocol;
the perceived risks, benefits and convenience of administration of the product candidate being studied;
the patient referral practices of providers; and
the proximity and availability of clinical trial sites to prospective patients.
Any inability to enroll a sufficient number of patients with these diseases for our planned clinical trials would result in significant delays and could
cause us to not initiate or abandon one or more clinical trials altogether. Enrollment delays in our clinical trials may result in increased development costs
for our product candidate, which would cause the value of our company to decline and limit our ability to obtain additional financing.
Additionally, our projections of both the number of people who have Dravet syndrome or ADOA, as well as the people with this disease who have
the potential to benefit from treatment with our product candidates, are based on estimates derived from a market research study that we commissioned,
which may not accurately identify the size of the market for our product candidates. The total addressable market opportunity for STK-001, STK-002 and
our future product candidates will ultimately depend upon, among other things, the final labeling for our product candidates, if our product candidates are
approved for sale in our target indications, acceptance by the medical community and patient access, drug pricing and reimbursement. The number of
patients globally may turn out to be lower than expected, patients may not be otherwise amenable to treatment with our product candidates, or new patients
may become increasingly difficult to identify or gain access to, all of which would adversely affect our results of operations and our business.
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Moreover, in light of the limited number of potential patients impacted by Dravet syndrome and ADOA, our per-patient therapy pricing of STK-
001, STK-002 and our future product candidates, if approved, must be high in order to recover our development and manufacturing costs, fund additional
research and achieve profitability. We may also need to fund patient support programs upon the marketing of a product candidate, which would negatively
affect our product revenue. We may be unable to maintain or obtain sufficient therapy sales volumes at a price high enough to justify our development
efforts and our sales, marketing and manufacturing expenses.
We may not be successful in our efforts to use TANGO to expand our pipeline of product candidates and develop marketable products.
Because we have limited financial and managerial resources, we focus on research programs and product candidates that we identify for specific
indications. Our business depends on our successful development and commercialization of the limited number of internal product candidates we are
researching or have in preclinical development. Even if we are successful in continuing to build our pipeline, development of the potential product
candidates that we identify will require substantial investment in additional clinical development, management of clinical, preclinical and manufacturing
activities, regulatory approval in multiple jurisdictions, obtaining manufacturing supply capability, building a commercial organization, and significant
marketing efforts before we generate any revenue from product sales. Furthermore, such product candidates may not be suitable for clinical development,
including as a result of their harmful side effects, limited efficacy or other characteristics that indicate that they are unlikely to be products that will receive
marketing approval and achieve market acceptance. If we cannot validate TANGO by successfully developing and commercializing product candidates
based upon our technological approach, we may not be able to obtain product revenue in future periods, which would adversely affect our business,
prospects, financial condition and results of operations.
In November 2021, we announced the nomination of STK-002 as our lead product candidate for in the treatment of ADOA; however, we are
primarily focused on our lead product candidate for Dravet syndrome, STK-001, and we may forego or delay pursuit of opportunities with other product
candidates or for other indications that later prove to have greater commercial potential. Our resource allocation decisions may cause us to fail to capitalize
on viable commercial products or profitable market opportunities. Our spending on current and future research and development programs and product
candidates for specific indications may not yield any commercially viable products. Our understanding and evaluation of biological targets for the
discovery and development of new product candidates may fail to identify challenges encountered in subsequent preclinical and clinical development. If we
do not accurately evaluate the commercial potential or target market for a particular product candidate, we may relinquish valuable rights to that product
candidate through collaboration, licensing or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole
development and commercialization rights.
Any product candidate for which we obtain marketing approval will be subject to extensive post-marketing regulatory requirements and could be
subject to post-marketing restrictions or withdrawal from the market, and we may be subject to penalties if we fail to comply with regulatory
requirements or if we experience unanticipated problems with our product candidates, when and if any of them are approved.
Our product candidates and the activities associated with their development and potential commercialization, including their testing, manufacturing,
recordkeeping, labeling, storage, approval, advertising, promotion, sale and distribution, are subject to comprehensive regulation by the FDA and other
U.S. and international regulatory authorities. These requirements include submissions of safety and other post-marketing information and reports,
registration and listing requirements, requirements relating to manufacturing, including current Good Manufacturing Practices (“GMPs”), quality control,
quality assurance and corresponding maintenance of records and documents, including periodic inspections by the FDA and other regulatory authorities
and requirements regarding the distribution of samples to providers and recordkeeping.
The FDA may also impose requirements for costly post-marketing studies or clinical trials and surveillance to monitor the safety or efficacy of any
approved product. The FDA closely regulates the post-approval marketing and promotion of drugs and biologics to ensure they are marketed only for the
approved indications and in accordance with the provisions of the approved labeling. The FDA imposes stringent restrictions on manufacturers’
communications regarding use of their products. If we promote our product candidates in a manner inconsistent with FDA-approved labeling or otherwise
not in compliance with FDA regulations, we may be subject to enforcement action. Moreover, while we believe our product candidates may provide
improved safety profiles over existing products, unless we conduct head-to-head studies, we will not be able to make comparative claims for products, if
approved. Violations of the Federal Food, Drug, and Cosmetic Act (the “FDCA”) relating to the promotion of prescription drugs may lead to investigations
alleging violations of federal and state healthcare fraud and abuse laws, as well as state consumer protection laws and similar laws in international
jurisdictions.
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In addition, later discovery of previously unknown adverse events or other problems with our product candidates, manufacturers or
manufacturing processes, or failure to comply with regulatory requirements, may yield various results, including:
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restrictions on such product candidates, manufacturers or manufacturing processes;
restrictions on the labeling or marketing of a product;
restrictions on product distribution or use;
requirements to conduct post-marketing studies or clinical trials;
warning or untitled letters;
withdrawal of any approved product from the market;
refusal to approve pending applications or supplements to approved applications that we submit;
recall of product candidates;
fines, restitution or disgorgement of profits or revenues;
suspension or withdrawal of marketing approvals;
refusal to permit the import or export of our product candidates;
product seizure; or
injunctions or the imposition of civil or criminal penalties.
Non-compliance with European requirements regarding safety monitoring or pharmacovigilance, and with requirements related to the development
of products for the pediatric population, can also result in significant financial penalties. Similarly, failure to comply with Europe’s requirements regarding
the protection of personal information can also lead to significant penalties and sanctions.
Our failure to obtain regulatory approval in international jurisdictions would prevent us from marketing our product candidates outside the United
States.
To market and sell STK-001, STK-002 and our future product candidates, we must obtain separate marketing approvals and comply with numerous
and varying regulatory requirements. The approval procedure varies among countries and can involve additional testing. The time required to obtain
approval may differ substantially from that required to obtain FDA approval. The regulatory approval process outside the United States generally includes
all of the risks associated with obtaining FDA approval. In addition, in many countries outside the United States, we must secure product reimbursement
approvals before regulatory authorities will approve the product for sale in that country. Failure to obtain foreign regulatory approvals or non-compliance
with foreign regulatory requirements could result in significant delays, difficulties and costs for us and could delay or prevent the introduction of our
product candidates in certain countries. The United Kingdom’s exit from the European Union (the “EU”), which is referred to as “Brexit,” became fully
effective on December 31, 2020. Brexit continues to create political and economic uncertainty, particularly in the United Kingdom and the EU. Prior to
Brexit, a significant proportion of the regulatory framework in the United Kingdom was derived from EU directives and regulations. Following Brexit, the
United Kingdom retained the EU regulatory regime with certain modifications as standalone UK legislation. Therefore, the UK regulatory regime is
currently similar to EU regulations, but the United Kingdom has enacted new legislation, the Medicines and Medical Devices Act. Under this legislation,
the UK may adopt changed regulations that may diverge from the EU legislative regime for medicines, including their research, development and
commercialization and has issued a consultation document with respect to future changes. Brexit may lead to additional regulatory costs and could
materially impact the regulatory regime with respect to the approval of our product candidates in the United Kingdom or the EU.
If we fail to comply with the regulatory requirements in international markets and receive applicable marketing approvals, our target market will be
reduced and our ability to realize the full market potential of our product candidates will be harmed and our business will be adversely affected. We may
not obtain foreign regulatory approvals on a timely basis, if at all. Our failure to obtain approval of any of our product candidates by regulatory authorities
in another country may significantly diminish the commercial prospects of that product candidate and our business prospects could decline.
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STK-001, STK-002 or our future product candidates may cause undesirable and unforeseen side effects or be perceived by the public as unsafe, which
could delay or prevent their advancement into clinical trials or regulatory approval, limit the commercial potential or result in significant negative
consequences.
Although other ASOs have received regulatory approval, our method of seeking to upregulate protein expression by targeting the underlying
genetic causes of haploinsufficiencies presents a new approach to disease treatment, which means there is uncertainty associated with the safety profile of
STK-001, STK-002 or our future product candidates and drugs in the antisense oligonucleotide class.
In addition to side effects caused by our product candidates, the intrathecal or intravitreal administration process or related procedures also can
cause adverse side effects. If any such adverse events occur, our clinical trials could be suspended or terminated. If we are unable to demonstrate that any
adverse events were caused by the administration process or related procedures, the FDA, the European Commission, the EMA, the UK MHRA or other
regulatory authorities could order us to cease further development of, or deny approval of, our product candidates for any or all targeted indications. Even if
we can demonstrate that all future serious adverse events are not product-related, such occurrences could affect patient recruitment or the ability of enrolled
patients to complete the trial. Moreover, if we elect, or are required, to not initiate, delay, suspend or terminate any future clinical trial of any of our product
candidates, the commercial prospects of such product candidates may be harmed and our ability to generate product revenues from any of these product
candidates may be delayed or eliminated. Any of these occurrences may harm our ability to develop other product candidates, and may adversely affect our
business, financial condition, results of operations and prospects significantly. Finally, SPINRAZA, which is produced by Biogen Inc., is an ASO therapy
utilizing intrathecal delivery, and if SPINRAZA is found to cause undesirable side effects or to be unsafe due to a potential class effect, it may adversely
affect demand for STK-001 and our other future product candidates. Other ASOs in clinical development utilizing intrathecal delivery could also generate
data that could adversely affect the clinical, regulatory or commercial perception of STK-001 and our other future product candidates.
Additionally, if any of our product candidates receives marketing approval, the FDA could require us to adopt a REMS to ensure that the benefits of
the product outweigh its risks, which may include, for example, a Medication Guide outlining the risks of the product for distribution to patients and a
communication plan to health care practitioners, or other elements to assure safe use of the product. Furthermore, if we or others later identify undesirable
side effects caused by our product candidate, several potentially significant negative consequences could result, including:
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regulatory authorities may suspend or withdraw approvals of such product candidate;
regulatory authorities may require additional warnings in the labeling;
we may be required to change the way a product candidate is administered or conduct additional clinical trials;
we could be sued and held liable for harm caused to patients; and
our reputation may suffer.
Any of these occurrences may harm our business, financial condition, results of operations and prospects significantly.
The ongoing COVID-19 pandemic may, directly or indirectly, adversely affect our business, results of operations and financial condition.
Our business could be materially adversely affected, directly or indirectly, by the widespread outbreak of contagious disease, including the ongoing
COVID-19 pandemic and variants of COVID-19, which has spread to many of the countries in which we and our suppliers do business. National, state and
local governments in affected regions have implemented and may continue to implement safety precautions, including quarantines, border closures,
increased border controls, travel restrictions, shelter in place orders and shutdowns, business closures, cancellations of public gatherings and other
measures. Organizations and individuals are taking additional steps to avoid or reduce infection, including limiting travel and staying home from work.
These measures are disrupting normal business operations both in and outside of affected areas and have had significant negative impacts on businesses and
financial markets worldwide.
The COVID-19 pandemic has caused us to modify our business practices including, but not limited to, curtailing or modifying employee travel,
moving to partial remote work, and minimizing some physical participation in meetings, events and conferences. Our office-based employees had been
working from home from early March 2020 through early September 2021. Since then, our office-based staff have been working in a hybrid-model
fluctuating between work from home and work from the office. Throughout the pandemic, we continue to ensure that ensuring essential staffing levels in
our operations remain in place, including maintaining key personnel in our laboratories.
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Notwithstanding these measures, the COVID-19 pandemic could affect the health and availability of our workforce as well as those of the third
parties we rely on taking similar measures. If members of our management and other key personnel in critical functions across our organization are unable
to perform their duties or have limited availability due to COVID-19, we may not be able to execute on our business strategy and/or our operations may be
negatively impacted. We may also experience limitations in employee resources, including because of sickness of employees or their families or the desire
of employees to avoid contact with individuals or large groups of people. In addition, we have experienced and will continue to experience disruptions to
our business operations resulting from quarantines, self-isolations and other restrictions on the ability of our employees to perform their jobs.
The COVID-19 pandemic has disrupted business operations. The extent and severity of the impact on our business and clinical trial will be
determined largely by the extent of disruptions in the supply chains for STK-001, STK-002 and our future product candidates in other indications, and
delays in the conduct of current and future clinical trials. Our ability to continue our observational study may be adversely affected, directly or indirectly,
by the COVID-19 pandemic. Currently we are monitoring patient participation in our observational study, including delays in conducting in-person follow-
ups and disruptions in our ability to monitor patients due to hospitals closing sites or diverting the resources that are necessary to conduct our observational
study to care for COVID-19 patients. For these reasons we expect that COVID-19 precautions may directly or indirectly impact the timeline for some of
our clinical trial activities. In addition, the impact of the COVID-19 pandemic on the operations of the FDA and other health authorities may delay
potential approvals of STK-001, STK-002 and our future product candidates.
While it is not possible at this time to estimate the entirety of the impact that the COVID-19 pandemic will have on our business, operations,
employees, customers, or our suppliers, continued spread of COVID-19, measures taken by governments, actions taken to protect employees and the broad
impact of the pandemic on all business activities may materially and adversely affect our business, results of operations and financial condition.
A Rare Pediatric Disease designation by the FDA does not guarantee that the NDA for the product will qualify for a priority review voucher upon
approval, and it does not lead to a faster development or regulatory review process, or increase the likelihood that STK-001, STK-002 or our future
product candidates will receive marketing approval.
Under the Rare Pediatric Disease Priority Review Voucher program, upon the approval of a qualifying NDA for the treatment of a rare pediatric
disease, the sponsor of such an application would be eligible for a rare pediatric disease priority review voucher that can be used to obtain priority review
for a subsequent Biologics License Application or NDA. As part of our business strategy for STK-001, we received Rare Pediatric Disease Designation in
October 2022. We may also seek Rare Pediatric Disease designations for any other future product candidates. If a product candidate is designated before
September 30, 2024, it is eligible to receive a voucher if it is approved before September 30, 2026. However, there is no expectation that STK-001, STK-
002 or our future product candidates will be designated, other than STK-001, or approved by those dates, or at all, or that the program will be further
extended, and, therefore, we may not be in a position to obtain any priority review vouchers. Additionally, designation of a drug for a rare pediatric disease
does not guarantee that an NDA will meet the eligibility criteria for a rare pediatric disease priority review voucher at the time the application is approved.
Finally, a Rare Pediatric Disease Designation does not lead to faster development or regulatory review of the product or increase the likelihood that it will
receive marketing approval.
A Fast Track Designation by the FDA, even if granted for any of our future product candidates, or any use of the accelerated approval pathway, may
not lead to a faster development or regulatory review or approval process, and would not increase the likelihood that our product candidates will
receive marketing approval.
If a drug is intended for the treatment of a serious or life-threatening condition and the drug demonstrates the potential to address unmet medical
needs for this condition, the drug sponsor may apply to the FDA for Fast Track Designation. The FDA has broad discretion whether to grant this
designation. Even if we believe a particular product candidate is eligible for this designation, we cannot assure you that the FDA would decide to grant
it. Even if we do receive Fast Track Designation for any of our product candidates, we may not experience a faster development process, review or
approval compared to conventional FDA procedures. The FDA may withdraw Fast Track Designation if it believes that the designation is no longer
supported by data from our clinical development program. Many drugs that have received Fast Track Designation have failed to obtain approval.
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We may also seek accelerated approval for our product candidates. Under the FDA’s accelerated approval program, the FDA may approve a drug
for a serious or life-threatening illness that provides meaningful therapeutic benefit to patients over existing treatments based upon a surrogate endpoint that
is reasonably likely to predict clinical benefit, or on a clinical endpoint that can be measured earlier than irreversible morbidity or mortality, that is
reasonably likely to predict an effect on irreversible morbidity or mortality or other clinical benefit, taking into account the severity, rarity or prevalence of
the condition and the availability or lack of alternative treatments. Full approval of another product for the same indication as any of our product candidates
for which we are seeking accelerated approval may make accelerated approval of our product candidates more difficult. For drugs granted accelerated
approval, post-marketing confirmatory trials are required to describe the anticipated effect on irreversible morbidity or mortality or other clinical benefit.
These confirmatory trials must be completed with due diligence and in general the FDA may require that the trial be designed and/or initiated prior to
approval. The Food and Drug Omnibus Reform Act (“FDORA”) was recently enacted, which included provisions related to the accelerated approval
pathway. Pursuant to FDORA, the FDA is authorized to require a post-approval study to be underway prior to approval or within a specified time period
following approval. FDORA also requires the FDA to specify conditions of any required post-approval study, which may include milestones and requires
sponsors to submit progress reports for required post-approval studies and any conditions required by the FDA. FDORA enables the FDA to initiate
enforcement action for the failure to conduct with due diligence a required post-approval study, including a failure to meet any required conditions
specified by the FDA or to submit timely reports. All promotional materials for product candidates approved via accelerated approval are subject to prior
review by the FDA. Moreover, the FDA may withdraw approval of any product candidate or indication approved under the accelerated approval pathway
if, for example:
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the trial or trials required to verify the predicted clinical benefit of the product candidate fail to verify such benefit or do not demonstrate
sufficient clinical benefit to justify the risks associated with the drug;
other evidence demonstrates that the product candidate is not shown to be safe or effective under the conditions of use;
we fail to conduct any required post-approval trial of the product candidate with due diligence; or
we disseminate false or misleading promotional materials relating to the product candidate.
A Breakthrough Therapy Designation by the FDA for STK-001, STK-002 or our future product candidates may not lead to a faster development or
regulatory review or approval process, and it would not increase the likelihood that the product candidate will receive marketing approval.
We may seek a Breakthrough Therapy Designation for STK-001, STK-002 or one or more of our future product candidates. A breakthrough therapy
is defined as a drug that is intended, alone or in combination with one or more other drugs, to treat a serious or life-threatening disease or condition, and
preliminary clinical evidence indicates that the drug may demonstrate substantial improvement over existing therapies on one or more clinically significant
endpoints, such as substantial treatment effects observed early in clinical development. For drugs that have been designated as breakthrough therapies,
interaction and communication between the FDA and the sponsor of the trial can help to identify the most efficient path for clinical development while
minimizing the number of patients placed in ineffective control regimens. Drugs designated as breakthrough therapies by the FDA are also eligible for
priority review if supported by clinical data at the time of the submission of the NDA.
Designation as a breakthrough therapy is at the discretion of the FDA. Accordingly, even if we believe that one of our product candidates meets the
criteria for designation as a breakthrough therapy, the FDA may disagree and instead determine not to make such designation. In any event, the receipt of a
Breakthrough Therapy Designation for a drug may not result in a faster development process, review, or approval compared to drugs considered for
approval under conventional FDA procedures and it would not assure ultimate approval by the FDA. In addition, even if one or more of our product
candidates qualify as breakthrough therapies, the FDA may later decide that the product candidate no longer meets the conditions for qualification or it may
decide that the time period for FDA review or approval will not be shortened.
Enacted and future legislation may increase the difficulty and cost for us to obtain marketing approval of and commercialize our product candidates
and may affect the prices we may set.
Existing regulatory policies may change, and additional government regulations may be enacted that could prevent, limit or delay regulatory
approval of our product candidates. We cannot predict the likelihood, nature or extent of government regulation that may arise from future legislation or
administrative action, either in the United States or abroad. If we are slow or unable to adapt to changes in existing requirements or the adoption of new
requirements or policies, or if we
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are not able to maintain regulatory compliance, we may lose any marketing approval that we may have obtained and we may not achieve or sustain
profitability.
In the United States, there have been and continue to be a number of legislative initiatives to contain healthcare costs. The pharmaceutical industry
has been a particular focus of these efforts and has been significantly affected by major legislative initiatives. These initiatives recently culminated in the
enactment of the Inflation Reduction Act (“IRA”) in August 2022, which, among other things, will allow U.S. Department of Health and Human Services
(“HHS”) to negotiate the selling price of certain drugs and biologics that the Centers for Medicare & Medicaid Services (“CMS”) reimburses under
Medicare Part B and Part D (excluding drugs and biologics that are designated and approved for only one rare disease or condition), although only high-
expenditure single-source drugs that have been approved for at least 7 years (11 years for biologics) can be selected by CMS for negotiation, with the
negotiated price taking effect two years after the selection year. The negotiated prices, which will first become effective in 2026, will be capped at a
statutory ceiling price representing a significant discount from average prices to wholesalers and direct purchasers. Beginning in October 2022 for
Medicare Part D and January 2023 for Medicare Part B, the law also penalizes drug manufacturers that increase prices of Medicare Part D and Part B drugs
at a rate greater than the rate of inflation. In addition, the law eliminates the “donut hole” under Medicare Part D beginning in 2025 by significantly
lowering the beneficiary maximum out-of-pocket cost through a newly established manufacturer discount program. The IRA also extends enhanced
subsidies for individuals purchasing health insurance coverage in ACA marketplaces through plan year 2025. The IRA permits the Secretary of HHS to
implement many of these provisions through guidance, as opposed to regulation, for the initial years. Manufacturers that fail to comply with the IRA may
be subject to various penalties, including civil monetary penalties. These provisions are taking effect progressively, although they may be subject to legal
challenges. The IRA will likely have a significant impact on the pharmaceutical industry.
Previously, in March 2010, the Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of
2010 (collectively, the “ACA”) was enacted, which was intended to broaden access to health insurance, reduce or constrain the growth of healthcare
spending, enhance remedies against fraud and abuse, add new transparency requirements for health care and health insurance industries, impose new taxes
and fees on the health industry and impose additional health policy reforms. The ACA substantially changed the way healthcare is financed by both
governmental and private insurers, and significantly impacts the U.S. pharmaceutical industry. On June 17, 2021, the U.S. Supreme Court dismissed a
challenge on procedural grounds that argued the ACA is unconstitutional in its entirety because the “individual mandate” was repealed by Congress. Thus,
the ACA will remain in effect in its current form at this time. Further, prior to the U.S. Supreme Court ruling, on January 28, 2021, President Biden issued
an executive order that initiated a special enrollment period for purposes of obtaining health insurance coverage through the ACA marketplace, which
began on February 15, 2021, and closed on August 15, 2021. The executive order also instructed certain governmental agencies to review and reconsider
their existing policies and rules that limit access to healthcare, including among others, reexamining Medicaid demonstration projects and waiver programs
that include work requirements, and policies that create unnecessary barriers to obtaining access to health insurance coverage through Medicaid or the
ACA. It is possible that the ACA will be subject to judicial or Congressional challenges in the future. It is uncertain how any such challenges and the
healthcare measures of the Biden administration will impact the ACA and our business.
In addition, other legislative changes have been proposed and adopted since the ACA was enacted. These changes included aggregate reductions of
Medicare payments to providers of up to 2% per fiscal year, which went into effect in 2013, and will remain in effect through 2031, with the exception of a
temporary suspension implemented under various COVID-19 relief legislation from May 1, 2020 through March 31, 2022, unless additional Congressional
action is taken. In January 2013, the American Taxpayer Relief Act of 2012 was signed into law, which, among other things, reduced Medicare payments to
several providers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years. These
new laws may result in additional reductions in Medicare and other healthcare funding, which could have a material adverse effect on customers for our
drugs, if approved, and accordingly, our financial operations. Additionally, on May 30, 2018, the Trickett Wendler, Frank Mongiello, Jordan McLinn, and
Matthew Bellina Right to Try Act of 2017 was signed into law. The law, among other things, provides a federal framework for certain patients to access
certain investigational new drug products that have completed a Phase 1 clinical trial and that are undergoing investigation for FDA approval. Under
certain circumstances, eligible patients can seek treatment without enrolling in clinical trials and without obtaining FDA authorization under an FDA
expanded access program; however, manufacturers are not obligated to provide investigational new drug products under the current federal right to try law.
We may choose to seek an expanded access program for our product candidates, or to utilize comparable rules in other countries that allow the use of a
drug, on a named patient basis or under a compassionate use program.
We expect that the ACA, as well as other healthcare reform measures that may be adopted in the future, may result in more rigorous coverage
criteria and in additional downward pressure on the price that we receive for any approved product. Any reduction in reimbursement from Medicare or
other government programs may result in a similar reduction in payments from private payors. The implementation of cost containment measures or other
healthcare reforms may prevent us from being able to generate revenue, attain profitability, or commercialize our product candidates.
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Legislative and regulatory proposals have been made to expand post-approval requirements and restrict sales and promotional activities for
pharmaceutical products. We cannot be sure whether additional legislative changes will be enacted, or whether FDA regulations, guidance or
interpretations will be changed, or what the impact of such changes on the marketing approvals of our product candidates, if any, may be. In addition,
increased scrutiny by the U.S. Congress of the FDA’s approval process may significantly delay or prevent marketing approval, as well as subject us to more
stringent product labeling and post-marketing testing and other requirements.
We may be unsuccessful in obtaining Orphan Drug Designation or transfer of designations obtained by others for future product candidates. And, even
if we obtain such designation, we may be unable to maintain the benefits associated with Orphan Drug Designation, including the potential for market
exclusivity, for STK-001, STK-002 or our future product candidates.
As part of our business strategy for STK-001, we received Orphan Drug Designation for for the treatment of Dravet syndrome in the United States
in 2019 and also in the EU in 2022. As part of our business strategy for STK-002, we received Orphan Drug Designation for the treatment of autosomal
dominant optic atrophy (ADOA) in the United States in the third quarter of 2022. We may seek such designations for our product candidates in other
countries as well. However, Orphan Drug Designation does not guarantee future orphan drug marketing exclusivity, and there is no guarantee that we will
be successful in obtaining such designation for our future product candidates.
Regulatory authorities in some jurisdictions, including the United States and Europe, may designate drugs intended to treat relatively small patient
populations as orphan drugs. Under the Orphan Drug Act, the FDA may designate a drug as an orphan drug if it is intended to treat a rare disease or
condition, which is defined as a patient population of fewer than 200,000 individuals in the United States. In the United States, Orphan Drug Designation
entitles a party to financial incentives such as opportunities for tax credits for qualified clinical research costs and exemption from prescription drug user
fees. Similarly, in the EU, the European Commission grants Orphan Drug Designation after receiving the opinion of the EMA’s Committee for Orphan
Medicinal Products on an Orphan Drug Designation application. In the EU, Orphan Drug Designation is intended to promote the development of drug that
are intended for the diagnosis, prevention or treatment of life-threatening or chronically debilitating conditions affecting not more than five in 10,000
persons in the EU and for which no satisfactory method of diagnosis, prevention or treatment has been authorized (or the product would be a significant
benefit to those affected). In the EU, Orphan Drug Designation entitles a party to financial incentives such as reduction of fees or fee waivers.
Generally, if a drug with an Orphan Drug Designation subsequently receives the first marketing approval for the indication for which it has such
designation, the drug is entitled to a period of marketing exclusivity, which precludes EMA or the FDA from approving another marketing application for
the same drug and indication for that time period, except in limited circumstances. If a competitor is able to obtain orphan drug exclusivity prior to us for a
product that constitutes the same active moiety and treats the same indications as our product candidates, we may not be able to obtain approval of our drug
by the applicable regulatory authority for a significant period of time unless we are able to show that our drug is clinically superior to the approved drug.
The applicable period is seven years in the United States and ten years in the EU. The EU exclusivity period can be reduced to six years if a drug no longer
meets the criteria for Orphan Drug Designation or if the drug is sufficiently profitable so that market exclusivity is no longer justified.
Even after an orphan drug is approved, the FDA can also subsequently approve a later application for the same drug for the same condition if the
FDA concludes that the later drug is clinically superior in that it is shown to be safer in a substantial portion of the target populations, more effective or
makes a major contribution to patient care. In addition, a designated orphan drug may not receive orphan drug exclusivity if it is approved for a use that is
broader than the indication for which it received orphan designation. Moreover, orphan drug exclusive marketing rights in the United States may be lost if
the FDA later determines that the request for designation was materially defective or if we are unable to manufacture sufficient quantities of the product to
meet the needs of patients with the rare disease or condition. Orphan Drug Designation neither shortens the development time or regulatory review time of
a drug nor gives the drug any advantage in the regulatory review or approval process.
The orphan drug exclusivity contained in the Orphan Drug Act has been the subject of recent scrutiny from the press, from some members of
Congress and from some in the medical community. Furthermore, the FDA’s interpretations of the Orphan Drug Act have not been successfully challenged
in court and future court decisions could continue that trend. There can be no assurances that the exclusivity granted to orphan drugs approved by the FDA
will not be modified in the future, or as to how any such changes might affect our products, if approved.
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The FDA’s and the MHRA’s ability to review and approve new products may be hindered by a variety of factors, including budget and funding levels,
ability to hire and retain key personnel, and statutory, regulatory and policy changes.
The ability of the FDA and the MHRA to review and approve new products can be affected by a variety of factors, including budget and funding
levels, ability to hire and retain key personnel, and statutory, regulatory, and policy changes. In addition, government funding of other government agencies
that fund research and development activities is subject to the political process, which is inherently fluid and unpredictable.
The ability of the FDA, the MHRA and other government agencies to properly administer their functions is highly dependent on the levels of
government funding and the ability to fill key leadership appointments, among various factors. Delays in filling or replacing key positions could
significantly impact the ability of the FDA, the MHRA and other agencies to fulfill their functions and could greatly impact healthcare and the
pharmaceutical industry.
In December 2016, the 21st Century Cures Act was signed into law, and was designed to advance medical innovation and empower the FDA with
the authority to directly hire positions related to drug and device development and review. In the past, the FDA was often unable to offer key leadership
candidates (including scientists) competitive compensation packages as compared to those offered by private industry. The 21st Century Cures Act is
designed to streamline the agency’s hiring process and enable the FDA to compete for leadership talent by expanding the narrow ranges that are provided in
the existing compensation structures.
Disruptions at the FDA, the MHRA and other governmental agencies may also slow the time necessary for new drugs to be reviewed or approved
by necessary government agencies, which would adversely affect our operating results and business.
Our operations and relationships with future customers, providers and third-party payors will be subject to applicable anti-kickback, fraud and abuse
and other healthcare laws and regulations, which could expose us to penalties including criminal sanctions, civil penalties, contractual damages,
reputational harm and diminished profits and future earnings.
Healthcare providers and third-party payors will play a primary role in the recommendation and prescription of any product candidates for which
we obtain marketing approval. Our future arrangements with providers, third-party payors and customers will subject us to broadly applicable fraud and
abuse and other healthcare laws and regulations that may constrain the business or financial arrangements and relationships through which we market, sell
and distribute any product candidates for which we obtain marketing approval.
Restrictions under applicable U.S. federal and state healthcare laws and regulations include the following:
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the federal Anti-Kickback Statute prohibits, among other things, persons and entities from knowingly and willfully soliciting, offering,
receiving or providing remuneration, directly or indirectly, in cash or in kind, to induce or reward either the referral of an individual for, or
the purchase, order or recommendation of, any good or service, for which payment may be made under federal healthcare programs such as
Medicare and Medicaid;
federal false claims laws, including the federal False Claims Act, imposes criminal and civil penalties, including through civil whistleblower
or qui tam actions, against individuals or entities for knowingly presenting, or causing to be presented, to the federal government, claims for
payment that are false or fraudulent or making a false statement to avoid, decrease or conceal an obligation to pay money to the federal
government;
the federal Health Insurance Portability and Accountability Act of 1996, or HIPAA, imposes criminal and civil liability for, among other
things, knowingly and willfully executing or attempting to execute a scheme to defraud any healthcare benefit program or making false
statements relating to healthcare matters;
HIPAA, as amended by the Health Information Technology for Economic and Clinical Health Act, or HITECH, and its implementing
regulations, also imposes obligations, including mandatory contractual terms, on certain types of people and entities with respect to
safeguarding the privacy, security and transmission of individually identifiable health information;
the federal Physician Payment Sunshine Act requires applicable manufacturers of covered drugs, devices, biologics, and medical supplies
for which payment is available under Medicare, Medicaid, or the Children’s Health Insurance Program, with specific exceptions, to report
annually payments and other transfers of value to physicians, physician assistants, certain types of advance practice nurses and teaching
hospitals, or to entities or individuals at the request of, or designated on behalf of, such providers, and to report annually certain ownership
and investment interests held by physicians and their immediate family, which includes annual data collection and reporting obligations; and
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analogous state and foreign laws and regulations, such as state anti-kickback and false claims laws, may apply to sales or marketing
arrangements and claims involving healthcare items or services reimbursed by non-governmental third-party payors, including private
insurers.
Some state laws require pharmaceutical companies to comply with the pharmaceutical industry’s voluntary compliance guidelines and the relevant
compliance guidance promulgated by the federal government and may require drug manufacturers to report information related to payments and other
transfers of value to physicians and other healthcare providers, marketing expenditures or pricing. State and foreign laws also govern the privacy and
security of health information in some circumstances, many of which differ from each other in significant ways and often are not preempted by HIPAA,
thus complicating compliance efforts.
Efforts to ensure that our business arrangements with third parties will comply with applicable healthcare laws and regulations will involve
substantial costs. It is possible that governmental authorities will conclude that our business practices may not comply with current or future statutes,
regulations or case law involving applicable fraud and abuse or other healthcare laws and regulations. If our operations are found to be in violation of any
of these laws or any other governmental regulations that may apply to us, we may be subject to significant civil, criminal and administrative penalties,
damages, fines, imprisonment, exclusion of product candidates from government-funded healthcare programs, such as Medicare and Medicaid,
disgorgement, contractual damages, reputational harm, diminished profits and future earnings, and the curtailment or restructuring of our operations. If any
of the physicians or other healthcare providers or entities with whom we expect to do business is found to be not in compliance with applicable laws, they
may be subject to criminal, civil or administrative sanctions, including exclusions from government-funded healthcare programs.
Risks Related to Commercialization and Manufacturing
The commercial success of our product candidates, including STK-001 and STK-002, will depend upon their degree of market acceptance by providers,
patients, patient advocacy groups, third-party payors and the general medical community.
Ethical, social and legal concerns about genetic treatments generally could result in additional regulations restricting or prohibiting our product
candidates. Even with the requisite approvals from the FDA, the MHRA, the EMA and other regulatory authorities internationally, the commercial success
of our product candidates will depend, in part, on the acceptance of providers, patients and third-party payors of drugs designed to increase protein
expression in general, and our product candidates in particular, as medically necessary, cost-effective and safe. In addition, we may face challenges in
seeking to establish and grow sales of STK-001, STK-002 and any future product candidates, including acceptance of intravitreal injection, the lumbar
puncture and intrathecal administration, which carries risks of infection or other complications. Any product that we commercialize may not gain
acceptance by providers, patients, patient advocacy groups, third-party payors and the general medical community. If these products do not achieve an
adequate level of acceptance, we may not generate significant product revenue and may not become profitable. The degree of market acceptance of genetic
medicines and, in particular, STK-001, STK-002 and our future product candidates, if approved for commercial sale, will depend on several factors,
including:
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the efficacy, durability and safety of such product candidates as demonstrated in clinical trials;
the potential and perceived advantages of product candidates over alternative treatments;
the cost of treatment relative to alternative treatments;
the clinical indications for which the product candidate is approved by the FDA, the MHRA or the European Commission;
the willingness of providers to prescribe new therapies;
the willingness of the target patient population to try new therapies;
the prevalence and severity of any side effects;
product labeling or product insert requirements of the FDA, MHRA, EMA or other regulatory authorities, including any limitations or
warnings contained in a product’s approved labeling;
the willingness of providers to prescribe, and of patients to receive, intrathecal injections;
the strength of marketing and distribution support;
the timing of market introduction of competitive products;
the quality of our relationships with patient advocacy groups;
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publicity concerning our product candidates or competing products and treatments; and
sufficient third-party payor coverage and adequate reimbursement.
Even if a potential product displays a favorable efficacy and safety profile in preclinical studies and clinical trials, market acceptance of the
product will not be fully known until after it is launched.
The pricing, insurance coverage and reimbursement status of newly approved products is uncertain. Failure to obtain or maintain adequate coverage
and reimbursement for our product candidates, if approved, could limit our ability to market those products and decrease our ability to generate
product revenue.
Our target indications, including Dravet syndrome and ADOA, are indications with small patient populations. For product candidates that are
designed to treat smaller patient populations to be commercially viable, the reimbursement for such product candidates must be higher, on a relative basis,
to account for the lack of volume. Accordingly, we will need to implement a coverage and reimbursement strategy for any approved product candidate that
accounts for the smaller potential market size. If we are unable to establish or sustain coverage and adequate reimbursement for any future product
candidates from third-party payors, the adoption of those product candidates and sales revenue will be adversely affected, which, in turn, could adversely
affect the ability to market or sell those product candidates, if approved.
We expect that coverage and reimbursement by third-party payors will be essential for most patients to be able to afford these treatments.
Accordingly, sales of STK-001, STK-002 and our future product candidates will depend substantially, both domestically and internationally, on the extent
to which the costs of our product candidates will be paid by health maintenance, managed care, pharmacy benefit and similar healthcare management
organizations, or will be reimbursed by government authorities, private health coverage insurers and other third-party payors. Even if coverage is provided,
the approved reimbursement amount may not be high enough to allow us to establish or maintain pricing sufficient to realize a sufficient return on our
investment.
There is significant uncertainty related to the insurance coverage and reimbursement of newly approved products. In the United States, the principal
decisions about reimbursement by government authorities for new products are typically made by the Centers for Medicare & Medicaid Services (“CMS”)
since CMS decides whether and to what extent a new product will be covered and reimbursed under Medicare. Private payors tend to follow CMS to a
substantial degree. However, one payor’s determination to provide coverage for a drug product does not assure that other payors will also provide coverage
for the drug product. Further, a payor’s decision to provide coverage for a drug product does not imply that an adequate reimbursement rate will be
approved. Reimbursement agencies in Europe may be more conservative than CMS. For example, a number of cancer drugs have been approved for
reimbursement in the United States and have not been approved for reimbursement in certain European countries
Outside the United States, international operations are generally subject to extensive governmental price controls and other market regulations, and
we believe the increasing emphasis on cost-containment initiatives in Europe, Canada and other countries has and will continue to put pressure on the
pricing and usage of therapeutics such as our product candidates. In many countries, particularly the countries of the EU, the prices of medical products are
subject to varying price control mechanisms as part of national health systems. In these countries, pricing negotiations with governmental authorities can
take considerable time after the receipt of marketing approval for a product. To obtain reimbursement or pricing approval in some countries, we may be
required to conduct a clinical trial that compares the cost-effectiveness of our product candidate to other available therapies. In general, the prices of
products under such systems are substantially lower than in the United States. Other countries allow companies to fix their own prices for products, but
monitor and control company profits. Additional foreign price controls or other changes in pricing regulation could restrict the amount that we are able to
charge for our product candidates. Accordingly, in markets outside the United States, the reimbursement for our product candidates may be reduced
compared with the United States and may be insufficient to generate commercially reasonable revenues and profits.
Moreover, increasing efforts by governmental and third-party payors, in the United States and internationally, to cap or reduce healthcare costs may
cause such organizations to limit both coverage and level of reimbursement for new products approved and, as a result, they may not cover or provide
adequate payment for our product candidates. We expect to experience pricing pressures in connection with the sale of any of our product candidates due to
the trend toward managed healthcare, the increasing influence of certain third-party payors, such as health maintenance organizations, and additional
legislative changes. The downward pressure on healthcare costs in general, particularly prescription drugs and surgical procedures and other treatments, has
become very intense. As a result, increasingly high barriers are being erected to the entry of new products into the healthcare market. Recently there have
been instances in which third-party payors have refused to reimburse treatments for patients for whom the treatment is indicated in the FDA-approved
product label. Even if we are
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successful in obtaining FDA approvals to commercialize our product candidates, we cannot guarantee that we will be able to secure reimbursement for all
patients for whom treatment with our product candidates is indicated.
In addition to CMS and private payors, professional organizations such as the American Medical Association, or the AMA, can influence decisions
about reimbursement for new products by determining standards for care. In addition, many private payors contract with commercial vendors who sell
software that provide guidelines that attempt to limit utilization of, and therefore reimbursement for, certain products deemed to provide limited benefit to
existing alternatives. Such organizations may set guidelines that limit reimbursement or utilization of our product candidates. Even if favorable coverage
and reimbursement status is attained for one or more product candidates for which we or our collaborators receive regulatory approval, less favorable
coverage policies and reimbursement rates may be implemented in the future.
If third parties on which we depend to conduct our planned preclinical studies, any future clinical trials, or manufacturing of our product candidates
do not perform as contractually required, fail to satisfy regulatory or legal requirements or miss expected deadlines, our development program could be
delayed with adverse effects on our business, financial condition, results of operations and prospects.
We rely on third parties for genetic testing, and on third party CROs, CMOs, consultants and others to design, conduct, supervise and monitor key
activities relating to, discovery, manufacturing, preclinical studies and clinical trials of our product candidates, and we intend to do the same for future
activities relating to existing and future programs. Because we rely on third parties and do not have the ability to conduct all required testing, discovery,
manufacturing, preclinical studies or clinical trials independently, we have less control over the timing, quality and other aspects of discovery,
manufacturing, preclinical studies and clinical trials than we would if we conducted them on our own. These investigators, CROs, CMOs and consultants
are not our employees and we have limited control over the amount of time and resources that they dedicate to our programs. These third parties may have
contractual relationships with other entities, some of which may be our competitors, which may draw time and resources from our programs. The third
parties we contract with might not be diligent, careful or timely in conducting our discovery, manufacturing, preclinical studies or clinical trials, resulting in
testing, discovery, manufacturing, preclinical studies or clinical trials being delayed or unsuccessful, in whole or in part. In addition, these third parties may
be subject to supply chain or inflationary pressures that limit their ability to achieve anticipated timelines or result a greater cost to us. For example, we are
aware of a shortage of NHPs available for preclinical studies and although that is not expected to impact our current business, if we begin new product
development programs we could be subject to longer development times or difficulty completing necessary research.
If we cannot contract with acceptable third parties on commercially reasonable terms, or at all, or if these third parties do not carry out their
contractual duties, satisfy legal and regulatory requirements for the conduct of preclinical studies or clinical trials or meet expected deadlines, our clinical
development programs could be delayed and otherwise adversely affected. In all events, we are responsible for ensuring that each of our preclinical studies
and clinical trials is conducted in accordance with the general investigational plan and protocols for the trial as well as regulatory requirements. Our
reliance on third parties that we do not control does not relieve us of these responsibilities and requirements. Any such event could have an adverse effect
on our business, financial condition, results of operations and prospects.
We face significant competition in an environment of rapid technological change and it is possible that our competitors may achieve regulatory
approval before us or develop therapies that are more advanced or effective than ours, which may harm our business, financial condition and our
ability to successfully market or commercialize STK-001, STK-002 and our future product candidates.
The biotechnology and pharmaceutical industries, including the genetic medicine and antisense oligonucleotide fields, are characterized by rapidly
changing technologies, competition and a strong emphasis on intellectual property. We are aware of several companies focused on developing RNA-based
treatments in various indications as well as several companies addressing other methods for modifying genes and regulating protein expression. We may
also face competition from large and specialty pharmaceutical and biotechnology companies, academic research institutions, government agencies and
public and private research institutions.
Numerous treatments for epilepsy exist, including 5-HT agonists, such as UCB’s Fintepla, cannabidiols, such as Jazz Pharmaceuticals’ Epidiolex,
GABA receptor agonists, such as clobazam and stiripentol, and glutamate blockers, such as topiramate. In addition, numerous compounds are in clinical
development for treatment of epilepsy. We believe the clinical development pipeline includes cannabinoids, 5-HT release stimulants, cholesterol 24-
hydroxylase inhibitors, and sodium channel agonists from a variety of companies. In addition to competition from these small molecule drugs, any products
we may develop may also face competition from other types of therapies, such as gene therapy, gene editing, modified mRNA therapies or other ASO
approaches.
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Many of our potential competitors, alone or with their strategic partners, have substantially greater financial, technical and other resources than we
do, such as larger research and development, clinical, marketing and manufacturing organizations. Mergers and acquisitions in the biotechnology and
pharmaceutical industries may result in even more resources being concentrated among a smaller number of competitors. Our commercial opportunity
could be reduced or eliminated if competitors develop and commercialize products that are safer, more effective, have fewer or less severe side effects, are
more convenient or are less expensive than any product candidates that we may develop. Competitors also may obtain FDA or other regulatory approval for
their products more rapidly than we may obtain approval for ours, which could result in our competitors establishing a strong market position before we are
able to enter the market, if ever. Additionally, new or advanced technologies developed by our competitors may render our current or future product
candidates uneconomical or obsolete, and we may not be successful in marketing our product candidates against competitors.
To become and remain profitable, we must develop and eventually commercialize product candidates with significant market potential, which will
require us to be successful in a range of challenging activities. These activities include, among other things, completing preclinical studies and initiating
and completing clinical trials of our product candidates, obtaining marketing approval for these product candidates, manufacturing, marketing and selling
those products that are approved and satisfying any post marketing requirements. We may never succeed in any or all of these activities and, even if we do,
we may never generate revenues that are significant or large enough to achieve profitability. If we do achieve profitability, we may not be able to sustain or
increase profitability on a quarterly or annual basis. Our failure to become and remain profitable would decrease the value of our company and could
impair our ability to raise capital, maintain our research and development efforts, expand our business or continue our operations. A decline in the value of
our company also could cause you to lose all or part of your investment.
The manufacture of drugs is complex and our third-party manufacturers may encounter difficulties in production. If any of our third-party
manufacturers encounter such difficulties, our ability to provide supply of STK-001, STK-002 or our future product candidates for clinical trials, our
ability to obtain marketing approval, or our ability to provide supply of our product candidates for patients, if approved, could be delayed or stopped.
We have established manufacturing relationships with a limited number of suppliers to manufacture raw materials and the drug substance of any
product candidate for which we are responsible for preclinical or clinical development. Each supplier may require licenses to manufacture such components
if such processes are not owned by the supplier or in the public domain. As part of any marketing approval, a manufacturer and its processes are required to
be qualified by the FDA prior to commercialization. If supply from the approved vendor is interrupted, there could be a significant disruption in
commercial supply. An alternative vendor would need to be qualified through an NDA supplement which could result in further delay. The FDA or other
regulatory agencies outside of the United States may also require additional studies if a new supplier is relied upon for the manufacture of clinical trial
materials or commercial production. Switching vendors may involve substantial costs and is likely to result in a delay in our desired clinical and
commercial timelines.
The process of manufacturing drugs is complex, highly-regulated and subject to multiple risks. Manufacturing drugs is highly susceptible to product
loss due to contamination, equipment failure, improper installation or operation of equipment, vendor or operator error, inconsistency in yields, variability
in product characteristics and difficulties in scaling the production process. Even minor deviations from normal manufacturing processes could result in
reduced production yields, product defects and other supply disruptions. If microbial, viral or other contaminations are discovered at the facilities of our
manufacturers, such facilities may need to be closed for an extended period of time to investigate and remedy the contamination, which could delay clinical
trials and adversely harm our business. Moreover, if the FDA determines that our manufacturers are not in compliance with FDA laws and regulations,
including those governing cGMPs, the FDA may deny NDA approval until the deficiencies are corrected or we replace the manufacturer in our NDA with
a manufacturer that is in compliance.
In addition, there are risks associated with large scale manufacturing for clinical trials or commercial scale including, among others, cost overruns,
potential problems with process scale-up, process reproducibility, stability issues, compliance with good manufacturing practices, lot consistency and
timely availability of raw materials. Even if we or our collaborators obtain regulatory approval for any of our product candidates, there is no assurance that
manufacturers will be able to manufacture the approved product to specifications acceptable to the FDA or other regulatory authorities, to produce it in
sufficient quantities to meet the requirements for the potential launch of the product or to meet potential future demand. If our manufacturers are unable to
produce sufficient quantities for clinical trials or for commercialization, research and commercialization efforts would be impaired, which would have an
adverse effect on our business, financial condition, results of operations and prospects.
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Our reliance on a limited number of manufacturers, the complexity of drug manufacturing and the difficulty of scaling up a manufacturing process
could cause the delay of clinical trials, regulatory submissions, required approvals or commercialization of our product candidates, cause us to incur higher
costs and prevent us from commercializing our product candidates successfully. Furthermore, if our suppliers fail to deliver the required commercial
quantities of materials on a timely basis and at commercially reasonable prices, and we are unable to secure one or more replacement suppliers capable of
production in a timely manner at a substantially equivalent cost, our clinical trials may be delayed or we could lose potential revenue.
If we are unable to establish sales and marketing capabilities or enter into agreements with third parties to market and sell STK-001, STK-002 and our
future product candidates, we may be unable to generate any revenues.
We currently do not have an organization for the sales, marketing and distribution of STK-001, STK-002 and our future product candidates and the
cost of establishing and maintaining such an organization may exceed the cost-effectiveness of doing so. To market any products that may be approved, we
must build our sales, marketing, managerial and other non-technical capabilities or make arrangements with third parties to perform these services. With
respect to certain of our current programs as well as future programs, we may rely completely on an alliance partner for sales and marketing. In addition,
although we intend to establish a sales organization if we are able to obtain approval to market any product candidates, we may enter into strategic alliances
with third parties to develop and commercialize STK-001, STK-002 and other future product candidates, including in markets outside of the United States
or for other large markets that are beyond our resources. This will reduce the revenue generated from the sales of these products.
Any future strategic alliance partners may not dedicate sufficient resources to the commercialization of our product candidates or may otherwise fail
in their commercialization due to factors beyond our control. If we are unable to establish effective alliances to enable the sale of our product candidates to
healthcare professionals and in geographical regions, including the United States, that will not be covered by our own marketing and sales force, or if our
potential future strategic alliance partners do not successfully commercialize the product candidates, our ability to generate revenues from product sales
will be adversely affected.
If we are unable to establish adequate sales, marketing and distribution capabilities, whether independently or with third parties, we may not be able
to generate sufficient product revenue and may not become profitable. We will be competing with many companies that currently have extensive and well-
funded marketing and sales operations. Without an internal team or the support of a third party to perform marketing and sales functions, we may be unable
to compete successfully against these more established companies.
We may expend our limited resources to pursue a particular product candidate or indication and fail to capitalize on product candidates or indications
that may be more profitable or for which there is a greater likelihood of success.
Because we have limited financial and managerial resources, we focus on research programs and product candidates that we identify for specific
indications. As a result, we may forego or delay pursuit of opportunities with other product candidates or for other indications that later prove to have
greater commercial potential. Our resource allocation decisions may cause us to fail to timely capitalize on viable commercial products or profitable market
opportunities. Our spending on current and future research and development programs and product candidates for specific indications may not yield any
commercially viable products. If we do not accurately evaluate the commercial potential or target market for a particular product candidate, we may
relinquish valuable rights to that product candidate through collaboration, licensing or other royalty arrangements in cases in which it would have been
more advantageous for us to retain sole development and commercialization rights to such product candidate.
We have entered into a collaboration with Acadia Pharmaceuticals and may, in the future, seek to enter into collaborations with other third parties for
the discovery, development and commercialization of our product candidates. If our collaborators cease development efforts under our collaboration
agreements, or if any of those agreements are terminated, these collaborations may fail to lead to commercial products and we may never receive
milestone payments or future royalties under these agreements.
We have entered into a collaboration with Acadia Pharmaceuticals to discover or develop certain novel RNA-based medicines for the potential
treatment of severe and rare genetic neurodevelopmental diseases of the central nervous system (CNS). The collaboration includes SYNGAP1 syndrome,
Rett syndrome (MECP2), and an undisclosed neurodevelopmental target of mutual interest, and such collaboration could represent a significant portion of
our product pipeline. We may derive a significant portion of our future revenue from these agreements or other similar agreements into which we may enter
in the future. Revenue from research and development collaborations depends upon continuation of the collaborations, payments
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for research and development services and resulting options to acquire any licenses of successful product candidates, and the achievement of milestones,
contingent payments and royalties, if any, derived from future products developed from our research.
Collaborations involving our product candidates currently pose, and will continue to pose, the following risks to us:
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collaborators have significant discretion in determining the efforts and resources that they will apply to these collaborations;
collaborators may not pursue development and commercialization of our product candidates or may elect not to continue or renew
development or commercialization programs based on preclinical studies or clinical trial results, changes in the collaborators’ strategic focus
or available funding, or external factors such as an acquisition that diverts resources or creates competing priorities;
collaborators may delay clinical trials, provide insufficient funding for a clinical trial program, stop a clinical trial or abandon a product
candidate, repeat or conduct new clinical trials or require a new formulation of a product candidate for clinical testing;
collaborators could independently develop, or develop with third parties, products that compete directly or indirectly with our product
candidates if the collaborators believe that competitive products are more likely to be successfully developed or can be commercialized
under terms that are more economically attractive than ours;
collaborators with marketing and distribution rights to one or more products may not commit sufficient resources to the marketing and
distribution of such product or products;
collaborators may not properly maintain or defend our intellectual property rights or may use our proprietary information in such a way as to
invite litigation that could jeopardize or invalidate our intellectual property or proprietary information or expose us to litigation or potential
liability;
collaborators may infringe the intellectual property rights of third parties, which may expose us to litigation and potential liability;
disputes may arise between the collaborators and us that result in the delay or termination of the research, development or commercialization
of our product candidates or that result in costly litigation or arbitration that diverts management attention and resources; and
collaborations may be terminated and, if terminated, may result in a need for additional capital to pursue further development or
commercialization of the applicable product candidates.
As a result of the foregoing, our current and any future collaboration agreements may not lead to development or commercialization of our product
candidates in the most efficient manner or at all. If a collaborator of ours were to be involved in a business combination, the continued pursuit and emphasis
on our product development or commercialization program could be delayed, diminished or terminated. Any failure to successfully develop or
commercialize our product candidates pursuant to our current or any future collaboration agreements could have a material and adverse effect on our
business, financial condition, results of operations and prospects.
Moreover, to the extent that any of our existing or future collaborators were to terminate a collaboration agreement, we may be forced to
independently develop these product candidates, including funding preclinical studies or clinical trials, assuming marketing and distribution costs and
defending intellectual property rights, or, in certain instances, abandon product candidates altogether, any of which could result in a change to our business
plan and have a material adverse effect on our business, financial condition, results of operations and prospects.
We may not be successful in finding strategic collaborators for continuing development of certain of our future product candidates or successfully
commercializing or competing in the market for certain indications.
In the future, we may decide to collaborate with non-profit organizations, universities, pharmaceutical and biotechnology companies for the
development and potential commercialization of existing and new product candidates. We face significant competition in seeking appropriate collaborators.
Whether we reach a definitive agreement for a collaboration will depend, among other things, upon our assessment of the collaborator’s resources and
expertise, the terms and conditions of the proposed collaboration and the proposed collaborator’s evaluation of a number of factors. Those factors may
include the design or results of clinical trials, the likelihood of approval by the FDA or similar regulatory authorities outside the United States, the potential
market for the subject product candidate, the costs and complexities of manufacturing and delivering such product candidate to patients, the potential of
competing drugs, the existence of uncertainty with respect to
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our ownership of technology, which can exist if there is a challenge to such ownership without regard to the merits of the challenge and industry and
market conditions generally. The collaborator may also consider alternative product candidates or technologies for similar indications that may be available
to collaborate on and whether such a collaboration could be more attractive than the one with us for our product candidate. The terms of any additional
collaborations or other arrangements that we may establish may not be favorable to us. Collaborations are complex and time-consuming to negotiate and
document. In addition, there have been a significant number of recent business combinations among large pharmaceutical companies that have resulted in a
reduced number of potential future collaborators.
We may not be able to negotiate collaborations on a timely basis, on acceptable terms, or at all. If we are unable to do so, we may have to curtail the
development of the product candidate for which we are seeking to collaborate, reduce or delay its development program or one or more of our other
development programs, delay its potential commercialization or reduce the scope of any sales or marketing activities, or increase our expenditures and
undertake development or commercialization activities at our own expense. If we elect to increase our expenditures to fund development or
commercialization activities on our own, we may need to obtain additional capital, which may not be available to us on acceptable terms or at all. If we do
not have sufficient funds, we may not be able to further develop our product candidates or bring them to market and generate product revenue.
The success of any potential collaboration arrangements will depend heavily on the efforts and activities of our collaborators. Collaborators
generally have significant discretion in determining the efforts and resources that they will apply to these collaborations. Disagreements between parties to
a collaboration arrangement regarding clinical development and commercialization matters can lead to delays in the development process or
commercializing the applicable product candidate and, in some cases, termination of such collaboration arrangements. These disagreements can be difficult
to resolve if neither of the parties has final decision-making authority. Collaborations with pharmaceutical or biotechnology companies and other third
parties often are terminated or allowed to expire by the other party. Any such termination or expiration would adversely affect us financially and could
harm our business reputation.
Risks Related to our Financial Position
We have a history of operating losses, and we may not achieve or sustain profitability. We anticipate that we will continue to incur losses for the
foreseeable future. If we fail to obtain additional funding to conduct our planned research and development effort, we could be forced to delay, reduce
or eliminate our product development programs or commercial development efforts.
We are an early-stage biotechnology company with a limited operating history on which to base your investment decision. Biotechnology product
development is a highly speculative undertaking and involves a substantial degree of risk. Our operations to date have been limited primarily to organizing
and staffing our company, business planning, raising capital, acquiring and developing product and technology rights, manufacturing, and conducting
research and development activities for our product candidates. We have never generated any revenue from product sales. We have not obtained regulatory
approvals for any of our product candidates, and have funded our operations to date through proceeds from sales of our preferred stock and common stock.
We have incurred net losses in each year since our inception. We incurred net losses of $101.1 million and $85.8 million, for the years ended
December 31, 2022 and 2021, respectively. As of December 31, 2022 and 2021, we had accumulated deficits of $297.2 million and $196.1 million,
respectively. Substantially all of our operating losses have resulted from costs incurred in connection with our research and development programs and
from general and administrative costs associated with our operations. We expect to continue to incur significant expenses and operating losses over the next
several years and for the foreseeable future as we intend to continue to conduct research and development, clinical testing, regulatory compliance activities,
manufacturing activities, and, if any of our product candidates is approved, sales and marketing activities that, together with anticipated general and
administrative expenses, will likely result in us incurring significant losses for the foreseeable future. Our prior losses, combined with expected future
losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital.
We expect that we will need to raise additional funding before we can expect to become profitable from any potential future sales of STK-001, STK-002
or our future product candidates. This additional financing may not be available on acceptable terms or at all. Failure to obtain this necessary capital
when needed may force us to delay, limit or terminate our product development efforts or other operations.
We will require substantial future capital in order to complete planned and future preclinical and clinical development for STK-001, STK-002 and
other future product candidates, if any, and potentially commercialize these product candidates. Based upon our current operating plan, we believe that our
cash, cash equivalents, marketable securities, and restricted cash of $230.2 million as of December 31, 2022, together with the proceeds since December
31, 2022 from the Sales Agreement
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of $44.7 million, will enable us to fund our operating expenses and capital expenditure requirements to the end of 2025. We expect our spending levels to
increase in connection with our preclinical studies and clinical trials of our product candidates. In addition, if we obtain marketing approval for any of our
product candidates, we expect to incur significant expenses related to commercial launch, product sales, medical affairs, marketing, manufacturing and
distribution. Furthermore, we expect to incur additional costs associated with operating as a public company. Accordingly, we will need to obtain
substantial additional funding in connection with our continuing operations. If we are unable to raise capital when needed or on attractive terms, we would
be forced to delay, reduce or eliminate certain of our licensing activities, our research and development programs or other operations.
Additional capital might not be available when we need it and our actual cash requirements might be greater than anticipated. If we require
additional capital at a time when investment in our industry or in the marketplace in general is limited, we might not be able to raise funding on favorable
terms if at all. If we are not able to obtain financing on terms favorable to us, we may need to cease or reduce development or commercialization activities,
sell some or all of our assets or merge with another entity, which could result in a loss of all or part of your investment.
Our future capital requirements will depend on many factors, including:
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the costs associated with the scope, progress and results of discovery, preclinical development, laboratory testing and clinical trials for our
product candidates;
the costs associated with the development of our internal manufacturing facility and processes;
the costs related to the extent to which we enter into partnerships or other arrangements with third parties to further develop our product
candidates;
the costs and fees associated with the discovery, acquisition or in-license of product candidates or technologies;
our ability to establish collaborations on favorable terms, if at all;
the costs of future commercialization activities, if any, including product sales, marketing, manufacturing and distribution, for any of our
product candidates for which we receive marketing approval;
revenue, if any, received from commercial sales of our product candidates, should any of our product candidates receive marketing approval;
and
the costs of preparing, filing and prosecuting patent applications, maintaining and enforcing our intellectual property rights and defending
intellectual property-related claims.
Our product candidates, if approved, may not achieve commercial success. Our commercial revenues, if any, will be derived from sales of product
candidates that we do not expect to be commercially available for many years, if at all. Accordingly, we will need to continue to rely on additional
financing to achieve our business objectives, which may not be available to us on acceptable terms, or at all.
Our limited operating history may make it difficult for you to evaluate the success of our business to date and to assess our future viability.
We are a clinical stage biotechnology company formed in June 2014. Our operations to date have been limited to organizing and staffing our
company, business planning, raising capital, acquiring our technology, identifying potential product candidates, undertaking research, preclinical and
clinical development of our product candidates, manufacturing, and establishing licensing arrangements. We have not yet demonstrated the ability to
complete clinical trials of our product candidates, obtain marketing approvals, manufacture a commercial scale product or conduct sales and marketing
activities necessary for successful commercialization. Consequently, any predictions you make about our future success or viability may not be as accurate
as they could be if we had a longer operating history.
In addition, as a new business, we may encounter unforeseen expenses, difficulties, complications, delays and other known and unknown factors.
We will need to transition from a company with a licensing and research focus to a company that is also capable of supporting clinical development and
commercial activities. We may not be successful in such a transition.
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Our ability to utilize our net operating loss carryforwards may be subject to limitations.
We have incurred substantial losses during our history and do not expect to become profitable in the near future and we may never achieve
profitability. As of December 31, 2022, we had federal and state net operating loss carryforwards, or NOLs, of approximately $210.9 million and $212.8
million, respectively, and as of December 31, 2021, we had federal and state NOLs of approximately $191.1 million and $191.4 million, respectively. Our
NOLs expire at various dates beginning in 2034, for those net operating loss carryforwards generated prior to 2018. Net operating losses generated in 2018
and beyond have no expiration. To the extent that we continue to generate taxable losses, unused losses will carry forward to offset future taxable income,
if any, until such unused losses expire. Under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended, or the Code, if a corporation
undergoes an “ownership change,” generally defined as a greater than 50% change (by value) in its equity ownership over a three-year period, the
corporation’s ability to use its pre-change NOLs and other pre-change tax attributes (such as research tax credits) to offset its post-change income may be
limited. We may have experienced one or more ownership changes in prior years, and we may experience ownership changes in the future as a result of
subsequent shifts in our stock ownership. As a result, if we earn net taxable income, our ability to use our pre-change NOLs to offset U.S. federal taxable
income may be subject to limitations, which could potentially result in increased future tax liability to us. In addition, at the state level, there may be
periods during which the use of NOLs is suspended or otherwise limited, which could accelerate or permanently increase state taxes owed.
U.S. federal income tax reform and changes in other tax laws could adversely affect us.
In December 2017, U.S. federal tax legislation, commonly referred to as the Tax Cuts and Jobs Act, or the TCJA, was signed into law, significantly
reforming the Code. The TCJA, among other things, includes changes to U.S. federal tax rates, imposes significant additional limitations on the
deductibility of business interest, allows for the expensing of capital expenditures, puts into effect the migration from a “worldwide” system of taxation to a
partial “territorial” system, and modifies or repeals many business deductions and credits.
We continue to examine the impact the TCJA may have on our business. The TCJA is a far-reaching and complex revision to the U.S. federal
income tax laws with disparate and, in some cases, countervailing impacts on different categories of taxpayers and industries, and will require subsequent
rulemaking and interpretation in a number of areas. The long-term impact of the TCJA on the overall economy, the industries in which we operate and our
and our partners’ businesses cannot be reliably predicted at this early stage of the new law’s implementation. There can be no assurance that the TCJA will
not negatively impact our operating results, financial condition, and future business operations. The estimated impact of the TCJA is based on our
management’s current knowledge and assumptions, following consultation with our tax advisors. Because of our valuation allowance in the U.S., ongoing
tax effects of the Act are not expected to materially change our effective tax rate in future periods.
Risks Related to our Intellectual Property
Our success depends in part on our ability to obtain, maintain and protect our intellectual property. It is difficult and costly to protect our proprietary
rights and technology, and we may not be able to ensure their protection.
Our commercial success will depend in large part on obtaining and maintaining patent, trademark, trade secret and other intellectual property
protection of our proprietary technologies and product candidates, which include TANGO, STK-001, STK-002 and the additional gene targets identified by
TANGO, their respective components, formulations, combination therapies, methods used to manufacture them and methods of treatment, as well as
successfully defending our patents and other intellectual property rights against third-party challenges. Our ability to stop unauthorized third parties from
making, using, selling, offering to sell, importing or otherwise commercializing our product candidates is dependent upon the extent to which we have
rights under valid and enforceable patents or trade secrets that cover these activities. If we are unable to secure and maintain patent protection for any
product or technology we develop, or if the scope of the patent protection secured is not sufficiently broad, our competitors could develop and
commercialize products and technology similar or identical to ours, and our ability to commercialize any product candidates we may develop may be
adversely affected. The patenting process is expensive and time-consuming, and we may not be able to file and prosecute all necessary or desirable patent
applications at a reasonable cost or in a timely manner. In addition, we may not pursue or obtain patent protection in all relevant markets. It is also possible
that we will fail to identify patentable aspects of our research and development output before it is too late to obtain patent protection. Moreover, in some
circumstances, we may not have the right to control the preparation, filing and prosecution of patent applications, or to maintain the patents, covering
technology that we license from or license to third parties and are reliant on our licensors or licensees to do so. Our pending and future patent applications
may not result in issued patents. Even if patent applications we license or own currently or in the future issue as patents, they may not issue in a form that
will provide us with any meaningful protection, prevent competitors or other third parties from competing with us, or otherwise provide us with any
competitive advantage. Any patents that we hold or in-license may be challenged, narrowed, circumvented, or invalidated by third parties. Consequently,
we do not know whether any of our platform advances and product candidates will be protectable or remain protected by valid and enforceable patents.
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In addition, our existing patents and any future patents we obtain may not be sufficiently broad to prevent others from using our technology or from
developing competing products and technologies.
We depend on intellectual property licensed from third parties, and our licensors may not always act in our best interest. If we fail to comply with our
obligations under our intellectual property licenses, if the licenses are terminated, or if disputes regarding these licenses arise, we could lose significant
rights that are important to our business.
We are dependent on patents, know-how and proprietary technology licensed from others. Our licenses to such patents, know-how and proprietary
technology may not provide exclusive rights in all relevant fields of use and in all territories in which we may wish to develop or commercialize our
products in the future. The agreements under which we license patents, know-how and proprietary technology from others are complex, and certain
provisions in such agreements may be susceptible to multiple interpretations.
For example, we are a party to a license agreement with the University of Southampton, pursuant to which we in-license key patent and patent
applications for our TANGO platform, STK-001, STK-002 and our future product candidates. For example, we are also a party to a license agreement with
Cold Spring Harbor Laboratory, pursuant to which we in-license patents and patent applications for our TANGO platform. For more information regarding
these agreements, please see “Business—License and research agreements.” These agreements impose various diligence, milestone payment, royalty,
insurance and other obligations on us. If we fail to comply with these obligations, our licensors may have the right to terminate our license, in which event
we would not be able to develop or market our TANGO platform, STK-001, STK-002 or any other technology or product candidates covered by the
intellectual property licensed under these agreements. In addition, we may need to obtain additional licenses from our existing licensors and others to
advance our research or allow commercialization of product candidates we may develop. It is possible that we may be unable to obtain any additional
licenses at a reasonable cost or on reasonable terms, if at all. In either event, we may be required to expend significant time and resources to redesign our
technology, product candidates, or the methods for manufacturing them or to develop or license replacement technology, all of which may not be feasible
on a technical or commercial basis. If we are unable to do so, we may be unable to develop or commercialize the affected technology or product candidates.
If we or our licensors fail to adequately protect our licensed intellectual property, our ability to commercialize product candidates could suffer. We
do not have complete control over the maintenance, prosecution and litigation of our in-licensed patents and patent applications and may have limited
control over future intellectual property that may be in-licensed. For example, we cannot be certain that activities such as the maintenance and prosecution
by our licensors have been or will be conducted in compliance with applicable laws and regulations or will result in valid and enforceable patents and other
intellectual property rights. It is possible that our licensors’ infringement proceedings or defense activities may be less vigorous than had we conducted
them ourselves, or may not be conducted in accordance with our best interests.
Furthermore, inventions contained within some of our in-licensed patents and patent applications were made using U.S. government funding or
other non-governmental funding. We rely on our licensors to ensure compliance with applicable obligations arising from such funding, such as timely
reporting, an obligation associated with in-licensed patents and patent applications. The failure of our licensors to meet their obligations may lead to a loss
of rights or the unenforceability of relevant patents. For example, the government could have certain rights in such in-licensed patents, including a non-
exclusive license authorizing the government to use the invention or to have others use the invention on its behalf for non-commercial purposes. If the U.S.
government then decides to exercise these rights, it is not required to engage us as its contractor in connection with doing so. These rights may also permit
the government to exercise march-in rights to use or allow third parties to use the technology covered by such in-licensed patents. The government may
also exercise its march-in rights if it determines that action is necessary because we or our licensors failed to achieve practical application of the
government-funded technology, because action is necessary to alleviate health or safety needs, to meet requirements of federal regulations, or to give
preference to U.S. industry. In addition, our rights in such in-licensed government-funded inventions may be subject to certain requirements to manufacture
products embodying such inventions in the United States. Any of the foregoing could harm our business, financial condition, results of operations, and
prospects significantly.
In addition, the resolution of any contract interpretation disagreement that may arise could narrow what we believe to be the scope of our rights to
the relevant patents, know-how and proprietary technology, or increase what we believe to be our financial or other obligations under the relevant
agreement. Disputes that may arise between us and our licensors regarding intellectual property subject to a license agreement could include disputes
regarding:
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the scope of rights granted under the license agreement and other interpretation-related issues;
whether and the extent to which our technology and processes infringe on intellectual property of the licensor that is not subject to the
licensing agreement;
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our right to sublicense patent and other rights to third parties under collaborative development relationships;
our diligence obligations with respect to the use of the licensed technology in relation to our development and commercialization of our
product candidates and what activities satisfy those diligence obligations; and
the ownership of inventions and know-how resulting from the joint creation or use of intellectual property by our licensors and us.
If disputes over intellectual property that we have licensed prevent or impair our ability to maintain our current licensing arrangements on
acceptable terms, we may be unable to successfully develop and commercialize the affected technology or product candidates. As a result, any termination
of or disputes over our intellectual property licenses could result in the loss of our ability to develop and commercialize our TANGO platform, STK-001, or
STK-002, or we could lose other significant rights, any of which could have a material adverse effect on our business, financial condition, results of
operations, and prospects.
For example, our agreements with certain of our third-party research partners provide that improvements developed in the course of our relationship
may be owned solely by either us or our third-party research partner, or jointly between us and the third party. If we determine that rights to such
improvements owned solely by a research partner or other third party with whom we collaborate are necessary to commercialize our drug candidates or
maintain our competitive advantage, we may need to obtain a license from such third party in order to use the improvements and continue developing,
manufacturing or marketing our drug candidates. We may not be able to obtain such a license on an exclusive basis, on commercially reasonable terms, or
at all, which could prevent us from commercializing our drug candidates or allow our competitors or others the chance to access technology that is
important to our business. We also may need the cooperation of any co-owners of our intellectual property in order to enforce such intellectual property
against third parties, and such cooperation may not be provided to us.
Our owned and in-licensed patents and patent applications may not provide sufficient protection of our TANGO platform, our STK-001 and STK-002
product candidates, and our future product candidates or result in any competitive advantage.
We own an issued U.S. patent covering STK-001 and related compositions, an issued U.S. patent covering the mechanism of action of STK-001 and
use of STK-001 for treating diseases. We have also in-licensed two issued U.S. patents and at least three issued foreign patents that cover the mechanism of
action of STK-001, use of the mechanism for treating diseases, and related compositions. We have obtained at least eight issued foreign patents covering
STK-001, related compositions and its uses and are currently pursuing patent protection for STK-001, related compositions, and its uses in several
economically significant countries. With respect to STK-002, we have applied for and are currently pursuing patent protection for the mechanism of action
and methods of treatment in several economically significant countries. We have also filed a U.S. patent application and foreign patent applications that
specifically disclose compositions related to STK-002 and uses of those compositions. Furthermore, our in-licensed issued U.S. patents (mentioned above)
cover the mechanism of action of STK-002. We cannot be certain that any of these patent applications will issue as patents, and if they do, that such patents
will cover or adequately protect STK-001, STK-002 and other programs or that such patents will not be challenged, narrowed, circumvented, invalidated or
held unenforceable.
In addition to claims directed toward the technology underlying our TANGO platform, our owned and in-licensed patents and patent applications
contain claims directed to compositions of matter on the active pharmaceutical ingredients (“APIs”) in our product candidates, as well as methods-of-use
directed to the use of an API for a specified treatment. Composition-of-matter patents on the active pharmaceutical ingredient in prescription drug products
provide protection without regard to any particular method of use of the API used. Method-of-use patents do not prevent a competitor or other third party
from developing or marketing an identical product for an indication that is outside the scope of the patented method. Moreover, with respect to method-of-
use patents, even if competitors or other third parties do not actively promote their product for our targeted indications or uses for which we may obtain
patents, providers may recommend that patients use these products off-label, or patients may do so themselves. Although off-label use may infringe or
contribute to the infringement of method-of-use patents, the practice is common and this type of infringement is difficult to prevent or prosecute.
The strength of patents in the biotechnology and pharmaceutical field involves complex legal and scientific questions and can be uncertain. The
patent applications that we own or in-license may fail to result in issued patents with claims that cover our product candidates or uses thereof in the United
States or in other foreign countries. For example, while our patent applications are pending, we may be subject to a third party preissuance submission of
prior art to the United States Patent and Trademark Office (the “USPTO”) or become involved in interference or derivation proceedings, or equivalent
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proceedings in foreign jurisdictions. Even if patents do successfully issue, third parties may challenge their inventorship, validity, enforceability or scope,
including through opposition, revocation, reexamination, post-grant and inter partes review proceedings. An adverse determination in any such submission,
proceeding or litigation may result in loss of patent rights, loss of exclusivity, or in patent claims being narrowed, invalidated, or held unenforceable, which
could limit our ability to stop others from using or commercializing similar or identical technology and products, or limit the duration of the patent
protection of our technology and product candidates. Furthermore, even if they are unchallenged, our patents and patent applications may not adequately
protect our intellectual property or prevent others from designing around our claims. Moreover, some of our owned and in-licensed patents and patent
applications may be co-owned with third parties. If we are unable to obtain an exclusive license to any such third-party co-owners’ interest in such patents
or patent applications, such co-owners may be able to license their rights to other third parties, including our competitors, and our competitors could market
competing products and technology. In addition, we may need the cooperation of any such co-owners of our patents in order to enforce such patents against
third parties, and such cooperation may not be provided to us. If the breadth or strength of protection provided by the patent applications we hold with
respect to our product candidates is threatened, it could dissuade companies from collaborating with us to develop, and threaten our ability to
commercialize, our product candidates. Further, if we encounter delays in development, testing, and regulatory review of new product candidates, the
period of time during which we could market our product candidates under patent protection would be reduced.
Since patent applications in the United States and other countries are confidential for a period of time after filing, at any moment in time, we cannot
be certain that we were in the past or will be in the future the first to file any patent application related to our product candidates. In addition, some patent
applications in the United States may be maintained in secrecy until the patents are issued. As a result, there may be prior art of which we are not aware
that may affect the validity or enforceability of a patent claim, and we may be subject to priority disputes. We may be required to disclaim part or all of the
term of certain patents or all of the term of certain patent applications. There may be prior art of which we are not aware that may affect the validity or
enforceability of a patent claim. There also may be prior art of which we are aware, but which we do not believe affects the validity or enforceability of a
claim, which may, nonetheless, ultimately be found to affect the validity or enforceability of a claim. No assurance can be given that, if challenged, our
patents would be declared by a court, patent office or other governmental authority to be valid or enforceable or that even if found valid and enforceable, a
competitor’s technology or product would be found by a court to infringe our patents. We may analyze patents or patent applications of our competitors that
we believe are relevant to our activities, and consider that we are free to operate in relation to our product candidates, but our competitors may achieve
issued claims, including in patents we consider to be unrelated, that block our efforts or potentially result in our product candidates or our activities
infringing such claims. It is possible that our competitors may have filed, and may in the future file, patent applications covering our products or
technology similar to ours. Those patent applications may have priority over our owned and in-licensed patent applications or patents, which could require
us to obtain rights to issued patents covering such technologies. The possibility also exists that others will develop products that have the same effect as our
product candidates on an independent basis that do not infringe our patents or other intellectual property rights, or will design around the claims of patents
that we have had issued that cover our product candidates.
Likewise, our currently owned and in-licensed patents and patent applications, if issued as patents, directed to our proprietary technologies and our
product candidates are expected to expire from 2035 through 2042, without taking into account any possible patent term adjustments or extensions. Our
earliest in-licensed patents may expire before, or soon after, our first product achieves marketing approval in the United States or foreign jurisdictions.
Additionally, we cannot be assured that the USPTO or relevant foreign patent offices will grant any of the pending patent applications we own or in-license
currently or in the future. Upon the expiration of our current patents, we may lose the right to exclude others from practicing these inventions. The
expiration of these patents could also have a similar material adverse effect on our business, financial condition, results of operations and prospects.
The degree of future protection for our proprietary rights is uncertain because legal means afford only limited protection and may not adequately
protect our rights or permit us to gain or keep our competitive advantage. For example:
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others may be able to make or use compounds that are similar to the active compositions of our product candidates but that are not covered
by the claims of our patents;
the active pharmaceutical ingredients in our current product candidates will eventually become commercially available in generic drug
products, and no patent protection may be available with regard to formulation or method of use;
we or our licensors, as the case may be, may fail to meet our obligations to the U.S. government regarding any in-licensed patents and patent
applications funded by U.S. government grants, leading to the loss or unenforceability of patent rights;
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we or our licensors, as the case may be, might not have been the first to file patent applications for certain inventions;
others may independently develop similar or alternative technologies or duplicate any of our technologies;
it is possible that our pending patent applications will not result in issued patents;
it is possible that there are prior public disclosures that could invalidate our owned or in-licensed patents, as the case may be, or parts of our
owned or in-licensed patents;
it is possible that others may circumvent our owned or in-licensed patents;
it is possible that there are unpublished applications or patent applications maintained in secrecy that may later issue with claims covering
our product candidates or technology similar to ours;
the laws of foreign countries may not protect our or our licensors’, as the case may be, proprietary rights to the same extent as the laws of
the United States;
the claims of our owned or in-licensed issued patents or patent applications, if and when issued, may not cover our product candidates;
our owned or in-licensed issued patents may not provide us with any competitive advantages, may be narrowed in scope, or be held invalid
or unenforceable as a result of legal challenges by third parties;
the inventors of our owned or in-licensed patents or patent applications may become involved with competitors, develop products or
processes that design around our patents, or become hostile to us or the patents or patent applications on which they are named as inventors;
it is possible that our owned or in-licensed patents or patent applications omit individual(s) that should be listed as inventor(s) or include
individual(s) that should not be listed as inventor(s), which may cause these patents or patents issuing from these patent applications to be
held invalid or unenforceable;
we have engaged in scientific collaborations in the past and will continue to do so in the future and our collaborators may develop adjacent
or competing products that are outside the scope of our patents;
we may not develop additional proprietary technologies for which we can obtain patent protection;
it is possible that product candidates or diagnostic tests we develop may be covered by third parties’ patents or other exclusive rights; or
the patents of others may have an adverse effect on our business.
Any of the foregoing could have a material adverse effect on our business, financial conditions, results of operations and prospects.
Our strategy of obtaining rights to key technologies through in-licenses may not be successful.
We seek to expand our product candidate pipeline in part by in-licensing the rights to key technologies, including those related to specific gene
targets which may be upregulated by TANGO. The future growth of our business will depend in part on our ability to in-license or otherwise acquire the
rights to additional product candidates and technologies. Although we have succeeded in licensing technologies from Cold Spring Harbor Laboratory and
the University of Southampton in the past, we cannot assure you that we will be able to in-license or acquire the rights to any product candidates or
technologies from third parties on acceptable terms or at all.
For example, our agreements with certain of our third-party research partners provide that improvements developed in the course of our relationship
may be owned solely by either us or our third-party research partner, or jointly between us and the third party. If we determine that exclusive rights to such
improvements owned solely by a research partner or other third party with whom we collaborate are necessary to commercialize our drug candidates or
maintain our competitive advantage, we may need to obtain an exclusive license from such third party in order to use the improvements and continue
developing, manufacturing or marketing our drug candidates. We may not be able to obtain such a license on an exclusive basis, on commercially
reasonable terms, or at all, which could prevent us from commercializing our drug candidates or allow our competitors or others the opportunity to access
technology that is important to our business. We also may need the cooperation of any co-owners of our intellectual property in order to enforce such
intellectual property against third parties, and such cooperation may not be provided to us.
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In addition, the in-licensing and acquisition of these technologies is a highly competitive area, and a number of more established companies are also
pursuing strategies to license or acquire product candidates or technologies that we may consider attractive. These established companies may have a
competitive advantage over us due to their size, cash resources and greater clinical development and commercialization capabilities. In addition, companies
that perceive us to be a competitor may be unwilling to license rights to us. Furthermore, we may be unable to identify suitable product candidates or
technologies within our area of focus. If we are unable to successfully obtain rights to suitable product candidates or technologies, our business and
prospects could be materially and adversely affected.
If we are unable to protect the confidentiality of our trade secrets, our business and competitive position would be harmed.
In addition to patent protection, we rely upon know-how and trade secret protection, as well as non-disclosure agreements and invention assignment
agreements with our employees, consultants and third-parties, to protect our confidential and proprietary information, especially where we do not believe
patent protection is appropriate or obtainable.
It is our policy to require our employees, consultants, outside scientific collaborators, sponsored researchers and other advisors to execute
confidentiality agreements upon the commencement of employment or consulting relationships with us. These agreements provide that all confidential
information concerning our business or financial affairs developed or made known to the individual or entity during the course of the party’s relationship
with us is to be kept confidential and not disclosed to third parties, except in certain specified circumstances. In the case of employees, the agreements
provide that all inventions conceived by the individual, and that are related to our current or planned business or research and development or made during
normal working hours, on our premises or using our equipment or proprietary information, are our exclusive property. In the case of consultants and other
third parties, the agreements provide that all inventions conceived in connection with the services provided are our exclusive property. However, we cannot
guarantee that we have entered into such agreements with each party that may have or have had access to our trade secrets or proprietary technology and
processes. We have also adopted policies and conduct training that provides guidance on our expectations, and our advice for best practices, in protecting
our trade secrets. Despite these efforts, any of these parties may breach the agreements and disclose our proprietary information, including our trade secrets,
and we may not be able to obtain adequate remedies for such breaches.
In addition to contractual measures, we try to protect the confidential nature of our proprietary information through other appropriate precautions,
such as physical and technological security measures. However, trade secrets and know-how can be difficult to protect. These measures may not, for
example, in the case of misappropriation of a trade secret by an employee or third party with authorized access, provide adequate protection for our
proprietary information. Our security measures may not prevent an employee or consultant from misappropriating our trade secrets and providing them to a
competitor, and any recourse we might take against this type of misconduct may not provide an adequate remedy to protect our interests fully. Enforcing a
claim that a party illegally disclosed or misappropriated a trade secret can be difficult, expensive, and time-consuming, and the outcome is unpredictable. In
addition, trade secrets may be independently developed by others in a manner that could prevent us from receiving legal recourse. If any of our confidential
or proprietary information, such as our trade secrets, were to be disclosed or misappropriated, or if any of that information was independently developed by
a competitor, our competitive position could be harmed.
In addition, courts outside the United States are sometimes less willing to protect trade secrets. If we choose to go to court to stop a third party from
using any of our trade secrets, we may incur substantial costs. Even if we are successful, these types of lawsuits may consume our time and other resources.
Although we take steps to protect our proprietary information and trade secrets, third parties may independently develop substantially equivalent
proprietary information and techniques or otherwise gain access to our trade secrets or disclose our technology. As a result, we may not be able to
meaningfully protect our trade secrets. Any of the foregoing could have a material adverse effect on our business, financial condition, results of operations
and prospects.
Third-party claims of intellectual property infringement may prevent, delay or otherwise interfere with our product discovery and development efforts.
Our commercial success depends in part on our ability to develop, manufacture, market and sell our product candidates and use our proprietary
technologies without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties. There is a substantial
amount of litigation involving patents and other intellectual property rights in the biotechnology and pharmaceutical industries, as well as administrative
proceedings for challenging patents, including interference, derivation, inter partes review, post grant review, and reexamination proceedings before the
USPTO or oppositions and other comparable proceedings in foreign jurisdictions. We may be exposed to, or threatened with, future litigation by third
parties having patent or other intellectual property rights alleging that our product candidates and/or
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proprietary technologies infringe, misappropriate or otherwise violate their intellectual property rights. Numerous U.S. and foreign issued patents and
pending patent applications that are owned by third parties exist in the fields in which we are developing our product candidates. As the biotechnology and
pharmaceutical industries expand and more patents are issued, the risk increases that our product candidates may give rise to claims of infringement of the
patent rights of others. Moreover, it is not always clear to industry participants, including us, which patents cover various types of drugs, products or their
methods of use or manufacture. Thus, because of the large number of patents issued and patent applications filed in our field, third parties may allege they
have patent rights encompassing our product candidates, technologies or methods.
If a third party claims that we infringe, misappropriate or otherwise violate its intellectual property rights, we may face a number of issues,
including, but not limited to:
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infringement and other intellectual property claims that, regardless of merit, may be expensive and time-consuming to litigate and may
divert our management’s attention from our core business;
substantial damages for infringement, which we may have to pay if a court decides that the product candidate or technology at issue
infringes on or violates the third party’s rights, and, if the court finds that the infringement was willful, we could be ordered to pay treble
damages plus the patent owner’s attorneys’ fees;
a court prohibiting us from developing, manufacturing, marketing or selling our product candidates, or from using our proprietary
technologies, unless the third party licenses its product rights to us, which it is not required to do, on commercially reasonable terms or at
all;
if a license is available from a third party, we may have to pay substantial royalties, upfront fees and other amounts, and/or grant cross-
licenses to intellectual property rights for our product candidates;
the requirement that we redesign our product candidates or processes so they do not infringe, which may not be possible or may require
substantial monetary expenditures and time; and
there could be public announcements of the results of hearings, motions, or other interim proceedings or developments, and if securities
analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of our common stock.
Some of our competitors may be able to sustain the costs of complex patent litigation more effectively than we can because they have substantially
greater resources. In addition, any uncertainties resulting from the initiation and continuation of any litigation could have a material adverse effect on our
ability to raise the funds necessary to continue our operations or could otherwise have a material adverse effect on our business, financial condition, results
of operations and prospects.
Third parties may assert that we are employing their proprietary technology without authorization, including by enforcing its patents against us by
filing a patent infringement lawsuit against us. In this regard, patents issued in the United States by law enjoy a presumption of validity that can be rebutted
only with evidence that is “clear and convincing,” a heightened standard of proof.
There may be third-party patents of which we are currently unaware with claims to materials, formulations, methods of manufacture or methods for
treatment related to the use or manufacture of our product candidates. Because patent applications can take many years to issue, there may be currently
pending patent applications that may later result in issued patents that our product candidates may infringe. In addition, third parties may obtain patents in
the future and claim that use of our technologies infringes upon these patents.
If any third-party patents were held by a court of competent jurisdiction to cover the manufacturing process of our product candidates, or materials
used in or formed during the manufacturing process, or any final product itself, the holders of those patents may be able to block our ability to
commercialize our product candidate unless we obtain a license under the applicable patents, or until those patents were to expire or those patents are
finally determined to be invalid or unenforceable. Similarly, if any third-party patent were held by a court of competent jurisdiction to cover aspects of our
formulations, processes for manufacture or methods of use, including combination therapy or patient selection methods, the holders of that patent may be
able to block our ability to develop and commercialize the product candidate unless we obtain a license or until such patent expires or is finally determined
to be invalid or unenforceable. In either case, a license may not be available on commercially reasonable terms, or at all, particularly if such patent is
owned or controlled by one of our primary competitors. If we are unable to obtain a necessary license to a third-party patent on commercially reasonable
terms, or at all, our ability to commercialize our product candidates may be impaired or delayed, which could significantly harm our business. Even if we
obtain a license, it may be non-exclusive, thereby giving our competitors access to the same technologies licensed to us. In
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addition, if the breadth or strength of protection provided by our patents and patent applications is threatened, it could dissuade companies from
collaborating with us to license, develop or commercialize current or future product candidates.
Parties making claims against us may seek and obtain injunctive or other equitable relief, which could effectively block our ability to further
develop and commercialize our product candidates. Defense of these claims, regardless of their merit, would involve substantial litigation expense and
would be a substantial diversion of employee time and resources from our business. In the event of a successful claim of infringement against us, we may
have to pay substantial damages, including treble damages and attorneys’ fees for willful infringement, obtain one or more licenses from third parties, pay
royalties or redesign our infringing products, which may be impossible or require substantial time and monetary expenditure. We cannot predict whether
any license of this nature would be available at all or whether it would be available on commercially reasonable terms. Furthermore, even in the absence of
litigation, we may need to obtain licenses from third parties to advance our research or allow commercialization of our product candidates and we may fail
to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. In that event, we would be unable to further develop and commercialize
our product candidates, which could significantly harm our business.
We may be involved in lawsuits to protect or enforce our patents or the patents of our licensors, which could be expensive, time-consuming and
unsuccessful and could result in a finding that such patents are unenforceable or invalid.
Competitors may infringe our patents or the patents of our licensors. To counter infringement or unauthorized use, we may be required to file
infringement claims, which can be expensive and time-consuming. In addition, in an infringement proceeding, a court may decide that one or more of our
patents is not valid or is unenforceable, or may refuse to stop the other party from using the technology at issue on the grounds that our patents do not cover
the technology in question.
In patent litigation in the United States, defendant counterclaims alleging invalidity and/or unenforceability are commonplace, and there are
numerous grounds upon which a third party can assert invalidity or unenforceability of a patent. Third parties may also raise similar claims before
administrative bodies in the United States or abroad, even outside the context of litigation. These types of mechanisms include re-examination, post-grant
review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign jurisdictions (e.g., opposition
proceedings). These types of proceedings could result in revocation or amendment to our patents such that they no longer cover our product candidates.
The outcome for any particular patent following legal assertions of invalidity and unenforceability is unpredictable. With respect to the validity question,
for example, we cannot be certain that there is no invalidating prior art, of which we, our patent counsel and the patent examiner were unaware during
prosecution. If a defendant were to prevail on a legal assertion of invalidity and/or unenforceability, or if we are otherwise unable to adequately protect our
rights, we would lose at least part, and perhaps all, of the patent protection on our product candidates. Defense of these types of claims, regardless of their
merit, would involve substantial litigation expense and would be a substantial diversion of employee resources from our business.
Conversely, we may choose to challenge the patentability of claims in a third party’s U.S. patent by requesting that the USPTO review the patent
claims in re-examination, post-grant review, inter partes review, interference proceedings, derivation proceedings, and equivalent proceedings in foreign
jurisdictions (e.g., opposition proceedings), or we may choose to challenge a third party’s patent in patent opposition proceedings in the European Patent
Office (the “EPO”) or another foreign patent office. Even if successful, the costs of these opposition proceedings could be substantial, and may consume
our time or other resources. If we fail to obtain a favorable result at the USPTO, the EPO or other patent office then we may be exposed to litigation by a
third party alleging that the patent may be infringed by our product candidates or proprietary technologies.
Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of
our confidential information could be compromised by disclosure during this type of litigation. In addition, there could be public announcements of the
results of hearings, motions or other interim proceedings or developments. If securities analysts or investors perceive these results to be negative, that
perception could have a substantial adverse effect on the price of our common stock. Any of the foregoing could have a material adverse effect on our
business financial condition, results of operations and prospects.
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We have limited foreign intellectual property rights and may not be able to protect our intellectual property rights throughout the world.
We have limited intellectual property rights outside the United States. Filing, prosecuting and defending patents on product candidates in all
countries throughout the world would be prohibitively expensive, and our intellectual property rights in some countries outside the United States can be
less extensive than those in the United States. In addition, the laws of some foreign countries do not protect intellectual property rights to the same extent as
federal and state laws in the United States. Consequently, we may not be able to prevent third parties from practicing our inventions in all countries outside
the United States, or from selling or importing products made using our inventions in and into the United States or other jurisdictions. Competitors may use
our technologies in jurisdictions where we have not obtained patent protection to develop their own products and, further, may export otherwise infringing
products to territories where we have patent protection but where enforcement is not as strong as that in the United States. These products may compete
with our product candidates in jurisdictions where we do not have any issued patents and our patent claims or other intellectual property rights may not be
effective or sufficient to prevent them from competing.
Many companies have encountered significant problems in protecting and defending intellectual property rights in foreign jurisdictions. The legal
systems of certain countries, particularly certain developing countries, do not favor the enforcement of patents, trade secrets and other intellectual property
protection, particularly those relating to biopharmaceutical products, which could make it difficult for us to stop the infringement of our patents or
marketing of competing products against third parties in violation of our proprietary rights generally. The initiation of proceedings by third parties to
challenge the scope or validity of our patent rights in foreign jurisdictions could result in substantial cost and divert our efforts and attention from other
aspects of our business. Proceedings to enforce our patent rights in foreign jurisdictions could result in substantial costs and divert our efforts and attention
from other aspects of our business, could put our patents at risk of being invalidated or interpreted narrowly and our patent applications at risk of not
issuing and could provoke third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies
awarded, if any, may not be commercially meaningful. Accordingly, our efforts to enforce our intellectual property rights around the world may be
inadequate to obtain a significant commercial advantage from the intellectual property that we develop or license.
Our use of open source software could impose limitations on our ability to commercialize our product candidates.
Our use of open source software could impose limitations on our ability to commercialize our product candidates. Our technology utilizes open
source software that contains modules licensed for use from third-party authors under open source licenses. In particular, some of the software that powers
TANGO may be provided under license arrangements that allow use of the software for research or other non-commercial purposes. As a result, in the
future, as we seek to use our platform in connection with commercially available products, we may be required to license that software under different
license terms, which may not be possible on commercially reasonable terms, if at all. If we are unable to license software components on terms that permit
its use for commercial purposes, we may be required to replace those software components, which could result in delays, additional cost and additional
regulatory approvals.
Use and distribution of open source software may entail greater risks than use of third-party commercial software, as open source licensors
generally do not provide warranties or other contractual protections regarding infringement claims or the quality of the software code. Some open source
licenses contain requirements that we make available source code for modifications or derivative works we create based upon the type of open source
software we use. If we combine our proprietary software with open source software in a certain manner, we could, under certain of the open source
licenses, be required to release the source code of our proprietary software to the public. This could allow our competitors to create similar products with
lower development effort and time, and ultimately could result in a loss of product sales for us. Although we monitor our use of open source software, the
terms of many open source licenses have not been interpreted by U.S. courts, and there is a risk that those licenses could be construed in a manner that
could impose unanticipated conditions or restrictions on our ability to commercialize our product candidates. We could be required to seek licenses from
third parties in order to continue offering our product candidates, to re-engineer our product candidates or to discontinue the sale of our product candidates
in the event re-engineering cannot be accomplished on a timely basis, any of which could materially and adversely affect our business, financial condition,
results of operations and prospects.
Third parties may assert that our employees or consultants have wrongfully used or disclosed confidential information or misappropriated trade
secrets.
As is common in the biotechnology and pharmaceutical industries, we employ individuals who were previously employed at universities or other
biopharmaceutical or pharmaceutical companies, including our competitors or potential competitors. Although no misappropriation or improper disclosure
claims against us are currently pending, and although we
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try to ensure that our employees and consultants do not use the proprietary information or know-how of others in their work for us, we may be subject to
claims that we or our employees, consultants or independent contractors have inadvertently or otherwise used or disclosed intellectual property, including
trade secrets or other proprietary information, of a former employer or other third parties. We may then have to pursue litigation to defend against these
claims. If we fail in defending any claims of this nature in addition to paying monetary damages, we may lose valuable intellectual property rights or
personnel. Even if we are successful in defending against these types of claims, litigation or other legal proceedings relating to intellectual property claims
may cause us to incur significant expenses, and could distract our technical and management personnel from their normal responsibilities. In addition, there
could be public announcements of the results of hearings, motions or other interim proceedings or developments, and, if securities analysts or investors
perceive these results to be negative, that perception could have a substantial adverse effect on the price of our common stock. This type of litigation or
proceeding could substantially increase our operating losses and reduce our resources available for development activities, and we may not have sufficient
financial or other resources to adequately conduct this type of litigation or proceedings. For example, some of our competitors may be able to sustain the
costs of this type of litigation or proceedings more effectively than we can because of their substantially greater financial resources. In any case,
uncertainties resulting from the initiation and continuation of intellectual property litigation or other intellectual property related proceedings could
adversely affect our ability to compete in the marketplace.
We may not be successful in obtaining or maintaining necessary rights to product components and processes for our development pipeline through
acquisitions and in-licenses.
The growth of our business may depend in part on our ability to acquire, in-license or use third-party proprietary rights. For example, our product
candidates may require specific formulations to work effectively and efficiently, we may develop product candidates containing our compounds and pre-
existing pharmaceutical compounds, or we may be required by the FDA or comparable foreign regulatory authorities to provide a companion diagnostic
test or tests with our product candidates, any of which could require us to obtain rights to use intellectual property held by third parties. In addition, with
respect to any patents we may co-own with third parties, we may require licenses to such co-owners interest to such patents. We may be unable to acquire
or in-license any compositions, methods of use, processes or other third-party intellectual property rights from third parties that we identify as necessary or
important to our business operations. In addition, we may fail to obtain any of these licenses at a reasonable cost or on reasonable terms, if at all. Were that
to happen, we may need to cease use of the compositions or methods covered by those third-party intellectual property rights, and may need to seek to
develop alternative approaches that do not infringe on those intellectual property rights, which may entail additional costs and development delays, even if
we were able to develop such alternatives, which may not be feasible. Even if we are able to obtain a license, it may be non-exclusive, which means that
our competitors may also receive access to the same technologies licensed to us. In that event, we may be required to expend significant time and resources
to develop or license replacement technology.
Additionally, we sometimes collaborate with academic institutions to accelerate our preclinical research or development under written agreements
with these institutions. In certain cases, these institutions provide us with an option to negotiate a license to any of the institution’s rights in technology
resulting from the collaboration. Even if we hold such an option, we may be unable to negotiate a license from the institution within the specified
timeframe or under terms that are acceptable to us. If we are unable to do so, the institution may offer the intellectual property rights to others, potentially
blocking our ability to pursue our program.
The licensing and acquisition of third-party intellectual property rights is a competitive area, and companies that may be more established or have
greater resources than we do may also be pursuing strategies to license or acquire third-party intellectual property rights that we may consider necessary or
attractive in order to commercialize our product candidates. More established companies may have a competitive advantage over us due to their size, cash
resources and greater clinical development and commercialization capabilities. In addition, companies that perceive us to be a competitor may be unwilling
to assign or license rights to us. There can be no assurance that we will be able to successfully complete these types of negotiations and ultimately acquire
the rights to the intellectual property surrounding the additional product candidates that we may seek to develop or market. If we are unable to successfully
obtain rights to required third-party intellectual property or to maintain the existing intellectual property rights we have, we may have to abandon
development of certain programs and our business financial condition, results of operations and prospects could suffer.
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Obtaining and maintaining our patent protection depends on compliance with various procedural, document submission, fee payment and other
requirements imposed by governmental patent agencies, and our patent protection could be reduced or eliminated for non-compliance with these
requirements.
Periodic maintenance fees on any issued patent are due to be paid to the USPTO and foreign patent agencies in several stages over the lifetime of
the patent. The USPTO and various foreign patent agencies also require compliance with a number of procedural, documentary, fee payment and other
provisions during the patent application process and following the issuance of a patent. While an inadvertent lapse can in many cases be cured by payment
of a late fee or by other means in accordance with the applicable rules, there are situations in which noncompliance can result in abandonment or lapse of
the patent or patent application, resulting in partial or complete loss of patent rights in the relevant jurisdiction. Noncompliance events that could result in
abandonment or lapse of a patent or patent application include, but are not limited to, failure to respond to official actions within prescribed time limits,
non-payment of fees and failure to properly legalize and submit formal documents. Were a noncompliance event to occur, our competitors might be able to
enter the market, which would have a material adverse effect on our business financial condition, results of operations and prospects.
Changes in patent law in the United States and in non-U.S. jurisdictions could diminish the value of patents in general, thereby impairing our ability to
protect our product candidates.
As is the case with other biopharmaceutical companies, our success is heavily dependent on intellectual property, particularly patents. Obtaining
and enforcing patents in the biopharmaceutical industry involve both technological and legal complexity, and is therefore costly, time-consuming and
inherently uncertain.
Past or future patent reform legislation could increase the uncertainties and costs surrounding the prosecution of our patent applications and the
enforcement or defense of our issued patents. For example, in March 2013, under the Leahy-Smith America Invents Act (the “America Invents Act”) the
United States moved from a “first to invent” to a “first-to-file” patent system. Under a “first-to-file” system, assuming the other requirements for
patentability are met, the first inventor to file a patent application generally will be entitled to a patent on the invention regardless of whether another
inventor had made the invention earlier. The America Invents Act includes a number of other significant changes to U.S. patent law, including provisions
that affect the way patent applications are prosecuted, redefine prior art and establish a new post-grant review system. The effects of these changes are
currently unclear as the USPTO continues to promulgate new regulations and procedures in connection with the America Invents Act and many of the
substantive changes to patent law, including the “first-to-file” provisions, only became effective in March 2013. In addition, the courts have yet to address
many of these provisions and the applicability of the act and new regulations on the specific patents discussed in this filing have not been determined and
would need to be reviewed. However, the America Invents Act and its implementation could increase the uncertainties and costs surrounding the
prosecution of our patent applications and the enforcement or defense of our issued patents.
Additionally, recent U.S. Supreme Court rulings have narrowed the scope of patent protection available in certain circumstances and weakened the
rights of patent owners in certain situations. In addition to increasing uncertainty with regard to our ability to obtain patents in the future, this combination
of events has created uncertainty with respect to the value of patents, once obtained. Depending on decisions by the U.S. Congress, the federal courts and
the USPTO, the laws and regulations governing patents could change in unpredictable ways that would weaken our ability to obtain new patents or to
enforce our existing patents and patents that we might obtain in the future. For example, in the case, Assoc. for Molecular Pathology v. Myriad
Genetics, Inc., the U.S. Supreme Court held that certain claims to DNA molecules are not patentable. While we do not believe that any of our owned or in-
licensed patents will be found invalid based on this decision, we cannot predict how future decisions by the courts, the U.S. Congress or the USPTO may
impact the value of our patents. Any similar adverse changes in the patent laws of other jurisdictions could also have a material adverse effect on our
business, financial condition, results of operations and prospects.
Patent terms may be inadequate to protect our competitive position on our product candidates for an adequate amount of time.
Patents have a limited lifespan. In the United States, if all maintenance fees are timely paid, the natural expiration of a patent is generally 20 years
from its earliest U.S. non-provisional filing date. Various extensions may be available, but the life of a patent, and the protection it affords, is limited. Even
if patents covering our product candidates are obtained, once the patent life has expired, we may be open to competition from competitive products,
including generics. Given the amount of time required for the development, testing and regulatory review of new product candidates, patents protecting our
product candidates might expire before or shortly after we or our partners commercialize those candidates. As a result, our owned and licensed patent
portfolio may not provide us with sufficient rights to exclude others from commercializing products similar or identical to ours.
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If we do not obtain patent term extension for any product candidates we may develop, our business may be materially harmed.
Depending upon the timing, duration and specifics of any FDA marketing approval of any product candidates we may develop, one or more of our
U.S. patents may be eligible for limited patent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984 (the “Hatch-
Waxman Amendments”). The Hatch-Waxman Amendments permit a patent extension term of up to five years as compensation for patent term lost during
the FDA regulatory review process. A patent term extension cannot extend the remaining term of a patent beyond a total of 14 years from the date of
product approval, only one patent per product may be extended and only those claims covering the approved drug, a method for using it, or a method for
manufacturing it may be extended. However, even if we were to seek a patent term extension, it may not be granted because of, for example, the failure to
exercise due diligence during the testing phase or regulatory review process, the failure to apply within applicable deadlines, the failure to apply prior to
expiration of relevant patents, or any other failure to satisfy applicable requirements. Moreover, the applicable time period or the scope of patent protection
afforded could be less than we request. If we are unable to obtain patent term extension or term of any such extension is less than we request, our
competitors may obtain approval of competing products following our patent expiration, and our business, financial condition, results of operations, and
prospects could be materially harmed.
We are subject to a variety of privacy and data security laws, and our failure to comply with them could harm our business.
We maintain a large quantity of sensitive information, including confidential business and patient health information in connection with our
preclinical studies, and are subject to laws and regulations governing the privacy and security of such information. In the United States, there are numerous
federal and state privacy and data security laws and regulations governing the collection, use, disclosure and protection of personal information, including
federal and state health information privacy laws, federal and state security breach notification laws, and federal and state consumer protection laws. Each
of these laws is subject to varying interpretations and constantly evolving. In May 2018, a new privacy regime, the General Data Protection Regulation (the
“GDPR”) took effect in the European Economic Area (the “EEA”) and the United Kingdom. The GDPR governs the collection, use, disclosure, transfer or
other processing of personal data of European and United Kingdom persons. The GDPR continues to form part of law in the United Kingdom with some
amendments following Brexit (“UK GDPR”), although there is a risk of divergence in the future which may increase our overall data protection
compliance cost. Among other things, the GDPR and UK GDPR impose new requirements regarding the security of personal data and notification of data
processing obligations to the competent national data processing authorities, changes the lawful bases on which personal data can be processed, expands
the definition of personal data and requires changes to informed consent practices, as well as more detailed notices for clinical trial subjects and
investigators. In addition, the GDPR and UK GDPR increase the scrutiny of transfers of personal data from clinical trial sites located in the EEA and the
United Kingdom to the United States and other jurisdictions that the European Commission or the United Kingdom do not recognize as having “adequate”
data protection laws, and imposes substantial fines for breaches and violations (up to the greater of €20 million or 4% of our consolidated annual
worldwide gross revenue). The GDPR and UK GDPR also confer a private right of action on data subjects and consumer associations to lodge complaints
with supervisory authorities, seek judicial remedies and obtain compensation for damages resulting from violations of the GDPR or UK GDPR.
Compliance with these and any other applicable privacy and data security laws and regulations is a rigorous and time-intensive process, and we may be
required to put in place additional mechanisms ensuring compliance with the new data protection rules. If we fail to comply with any such laws or
regulations, we may face significant fines and penalties that could adversely affect our business, financial condition and results of operations.
Risks Related to Employee Matters, Managing Growth and Other Risks Related to our Business
We expect to expand our development and regulatory capabilities, and as a result, we may encounter difficulties in managing our growth, which could
disrupt our operations.
We expect to experience significant growth in the number of our employees and the scope of our operations, particularly in the areas of product
candidate development and growing our capability to conduct clinical trials. To manage our anticipated future growth, we must continue to implement and
improve our managerial, operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Due to our
limited financial resources and the limited experience of our management team in managing a company with such anticipated growth, we may not be able
to effectively manage the expansion of our operations or recruit and train additional qualified personnel. The expansion of our operations may lead to
significant costs and may divert our management and business development resources. Any inability to manage growth could delay the execution of our
business plans or disrupt our operations.
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We must attract and retain highly skilled employees to succeed.
To succeed, we must recruit, retain, manage and motivate qualified clinical, scientific, technical and management personnel, and we face significant
competition for experienced personnel. If we do not succeed in attracting and retaining qualified personnel, particularly at the management level, it could
adversely affect our ability to execute our business plan, harm our results of operations and increase our capabilities to successfully commercialize STK-
001, STK-002 and our future product candidates. In particular, we believe that our future success is highly dependent upon the contributions of our senior
management, including Edward M. Kaye, our Chief Executive Officer, as well as our senior scientists and other members of our senior management team.
The loss of services of one or more of these individuals, who all have at-will employment arrangements with us, could delay or prevent the successful
development of our product pipeline, completion of our planned clinical trials or the commercialization of our product candidates, if approved. The
competition for qualified personnel in the biotechnology field is intense and as a result, we may be unable to continue to attract and retain qualified
personnel necessary for the development of our business or to recruit suitable replacement personnel.
Many of the other biotechnology companies that we compete against for qualified personnel have greater financial and other resources, different
risk profiles and a longer history in the industry than we do. They also may provide more diverse opportunities and better chances for career advancement.
Some of these characteristics may be more appealing to high-quality candidates than what we have to offer. If we are unable to continue to attract and
retain high-quality personnel, the rate and success at which we can discover and develop product candidates and our business will be limited.
Future acquisitions or strategic alliances could disrupt our business and harm our financial condition and results of operations.
We may acquire additional businesses or drugs, form strategic alliances or create joint ventures with third parties that we believe will complement
or augment our existing business. If we acquire businesses with promising markets or technologies, we may not be able to realize the benefit of acquiring
such businesses if we are unable to successfully integrate them with our existing operations and company culture. We may encounter numerous difficulties
in developing, manufacturing and marketing any new drugs resulting from a strategic alliance or acquisition that delay or prevent us from realizing their
expected benefits or enhancing our business. We cannot assure you that, following any such acquisition, we will achieve the expected synergies to justify
the transaction. The risks we face in connection with acquisitions, include:
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diversion of management time and focus from operating our business to addressing acquisition integration challenges;
coordination of research and development efforts;
retention of key employees from the acquired company;
changes in relationships with strategic partners as a result of product acquisitions or strategic positioning resulting from the acquisition;
cultural challenges associated with integrating employees from the acquired company into our organization;
the need to implement or improve controls, procedures, and policies at a business that prior to the acquisition may have lacked sufficiently
effective controls, procedures and policies;
liability for activities of the acquired company before the acquisition, including intellectual property infringement claims, violation of laws,
commercial disputes, tax liabilities, and other known liabilities;
unanticipated write-offs or charges; and
litigation or other claims in connection with the acquired company, including claims from terminated employees, customers, former
stockholders or other third parties.
Our failure to address these risks or other problems encountered in connection with our past or future acquisitions or strategic alliances could cause
us to fail to realize the anticipated benefits of these transactions, cause us to incur unanticipated liabilities and harm the business generally. There is also a
risk that future acquisitions will result in the incurrence of debt, contingent liabilities, amortization expenses or incremental operating expenses, any of
which could harm our financial condition or results of operations.
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If we fail to comply with environmental, health, and safety laws and regulations, we could become subject to fines or penalties or incur costs that could
harm our business.
We will become subject to numerous environmental, health, and safety laws and regulations, including those governing laboratory procedures and
the handling, use, storage, treatment, and disposal of hazardous materials and wastes. Our operations will involve the use of hazardous and flammable
materials, including chemicals and biological materials. Our operations also may produce hazardous waste products. We generally anticipate contracting
with third parties for the disposal of these materials and wastes. We will not be able to eliminate the risk of contamination or injury from these materials. In
the event of contamination or injury resulting from any use by us of hazardous materials, we could be held liable for any resulting damages, and any
liability could exceed our resources. We also could incur significant costs associated with civil or criminal fines and penalties for failure to comply with
such laws and regulations.
Although we maintain workers’ compensation insurance to cover us for costs and expenses we may incur due to injuries to our employees resulting
from the use of hazardous materials, this insurance may not provide adequate coverage against potential liabilities.
In addition, we may incur substantial costs in order to comply with current or future environmental, health, and safety laws and regulations. These
current or future laws and regulations may impair our research, development, or production efforts. Our failure to comply with these laws and regulations
also may result in substantial fines, penalties or other sanctions.
Unfavorable global economic conditions could adversely affect our business, financial condition, stock price and results of operations.
Our results of operations could be adversely affected by general conditions in the global economy and in the global financial markets. For example,
the global financial crisis of 2008 caused extreme volatility and disruptions in the capital and credit markets. Similarly, the volatility associated with the
COVID-19 pandemic caused significant instability and disruptions in the capital and credit markets and, in recent months, the global economy has been
impacted by increasing interest rates and inflation, as well as the possibility of a recession or further economic downturn. A weak or declining economy
could also strain our suppliers, possibly resulting in supply disruption, or cause our customers to delay making payments for our services. If the current
equity and credit markets deteriorate, it may make any necessary debt or equity financing more difficult, more costly, and more dilutive. Failure to secure
any necessary financing in a timely manner and on favorable terms could have a material adverse effect on our growth strategy, financial performance and
stock price and could require us to delay or abandon clinical development plans. In addition, there is a risk that one or more of our current service
providers, manufacturers and other partners may not survive such difficult economic times, which could directly affect our ability to attain our operating
goals on schedule and on budget. Any of the foregoing could harm our business and we cannot anticipate all of the ways in which the current economic
climate and financial market conditions could adversely impact our business. Furthermore, our stock price may decline due in part to the volatility of the
stock market and any general economic downturn.
We or the third parties upon whom we depend may be adversely affected by natural disasters and our business continuity and disaster recovery plans
may not adequately protect us from a serious disaster.
Natural disasters could severely disrupt our operations and have a material adverse effect on our business, results of operations, financial condition
and prospects. If a natural disaster, fire, hurricane, power outage or other event occurred that prevented us from using all or a significant portion of our
headquarters, that damaged critical infrastructure, such as our suppliers’ manufacturing facilities, or that otherwise disrupted operations, it may be difficult
or, in certain cases, impossible for us to continue our business for a substantial period of time.
The disaster recovery and business continuity plans we have in place may prove inadequate in the event of a serious disaster or similar event. We
may incur substantial expenses as a result of the limited nature of our disaster recovery and business continuity plans, which could have a material adverse
effect on our business.
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Our internal computer and information systems, or those used by our CROs, CMOs or other contractors or consultants, may fail or suffer security
breaches, which could result in a material disruption of our development programs.
Despite the implementation of appropriate security measures, our internal computer and information systems and those of our current and any
future CROs, CMOs and other contractors or consultants may become vulnerable to damage from computer viruses, unauthorized access, natural disasters,
terrorism, war and telecommunication and electrical failures. While we have not experienced any such material system failure, or accident, and are unaware
of any security breach to date, if such an event were to occur and cause interruptions in our operations, it could result in a material disruption of our
development programs and our business operations, whether due to a loss of our trade secrets or other proprietary information or other similar disruptions.
For example, the loss of data from completed or future preclinical studies or clinical trials could result in significant delays in our regulatory approval
efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or security breach were to result in a loss of, or
damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we could incur liability, our competitive position
could be harmed and the further development and commercialization of our product candidates could be significantly delayed.
A breakdown or breach of our technology systems could subject us to liability or interrupt the operation of our business.
We are increasingly dependent upon technology systems and data to operate our business. In particular, the COVID-19 pandemic has caused us to
modify our business practices, including increasing the prevalence of employees working remotely. As a result, we are increasingly dependent upon our
technology systems to operate our business and our ability to effectively manage our business depends on the security, reliability and adequacy of our
technology systems and data, which includes use of cloud technologies, including Software as a Service (SaaS), Platform as a Service (PaaS) and
Infrastructure as a Service (IaaS). A breakdown, invasion, corruption, destruction or breach of our technology systems, including the cloud technologies
that we utilize, and/or unauthorized access to our data and information could subject us to liability or negatively impact the operation of our business. Our
technology systems, including the cloud technologies that we utilize, continue to increase in multitude and complexity, making them potentially vulnerable
to breakdown, malicious intrusion and random attack. Likewise, data privacy or security breaches by individuals authorized to access our technology
systems, including the cloud technologies that we utilize, may pose a risk that sensitive data, including intellectual property, trade secrets or personal
information belonging to us, our patients or other business partners, may be exposed to unauthorized persons or to the public.
Cyberattacks are increasing in their frequency, sophistication and intensity, and have become increasingly difficult to detect. They are often carried
out by motivated, well-resourced, skilled and persistent actors, including nation states, organized crime groups, “hacktivists” and employees or contractors
acting with malicious intent. Cyber-attacks could include the deployment of harmful malware and key loggers, ransomware, a denial-of-service attack, a
malicious website, the use of social engineering and other means to affect the confidentiality, integrity and availability of our technology systems and data.
Cyber-attacks could also include supply chain attacks, which could cause a delay in the manufacturing of our products or products produced for contract
manufacturing. Our key business partners face similar risks and any security breach of their systems could adversely affect our security posture.
Cyberattacks could include wrongful conduct by hostile foreign governments, industrial espionage, wire fraud and other forms of cyber fraud, the
deployment of harmful malware, denial-of-service, social engineering fraud or other means to threaten data confidentiality, integrity and availability. A
successful cyberattack could cause serious negative consequences for us, including, without limitation, the disruption of operations, the misappropriation of
confidential business information, including financial information, trade secrets, financial loss and the disclosure of corporate strategic plans. To date, we
have not experienced a material compromise of our data or information systems. However, although we devote resources to protect our information
systems, we realize that cyberattacks are a threat, and there can be no assurance that our efforts will prevent information security breaches that would result
in business, legal, financial or reputational harm to us, or would have a material adverse effect on our results of operations and financial condition.
In addition, the computer systems of various third parties on which we rely, including our CROs, CMOs and other contractors, consultants and law
and accounting firms, may sustain damage from computer viruses, unauthorized access, data breaches, phishing attacks, cybercriminals, natural disasters
(including hurricanes and earthquakes), terrorism, war and telecommunication and electrical failures. We rely on our third-party providers to implement
effective security measures and identify and correct for any such failures, deficiencies or breaches.
Moreover, our increased use of cloud technologies and remote working arrangements could heighten these and other operational risks, and any
failure by cloud technology service providers to adequately safeguard their systems and prevent cyber-attacks could disrupt our operations and result in
misappropriation, corruption or loss of confidential or propriety information. Despite the implementation of appropriate security measures, our internal
computer and information systems
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and those of our current and any future CROs, CMOs and other contractors or consultants may become vulnerable to damage from computer viruses,
unauthorized access, natural disasters, terrorism, war and telecommunication and electrical failures. While we have not experienced any such material
system failure, or accident, and are unaware of any security breach to date, if such an event were to occur and cause interruptions in our operations, it could
result in a material disruption of our development programs and our business operations, whether due to a loss of our trade secrets or other proprietary
information or other similar disruptions. For example, the loss of data from completed or future preclinical studies or clinical trials could result in
significant delays in our regulatory approval efforts and significantly increase our costs to recover or reproduce the data. To the extent that any disruption or
security breach were to result in a loss of, or damage to, our data or applications, or inappropriate disclosure of confidential or proprietary information, we
could incur liability, our competitive position could be harmed and the further development and commercialization of our product candidates could be
significantly delayed. While we continue to build and improve our systems and infrastructure, including our business continuity plans, there can be no
assurance that our efforts will prevent breakdowns or breaches in our systems that could adversely affect our business and operations and/or result in the
loss of critical or sensitive information, which could result in financial, legal, business, operational or reputational harm to us, or loss of competitive
advantage. In addition, our liability insurance may not be sufficient in type or amount to cover us against claims related to security breaches, cyber-attacks
and other related breaches.
Our employees, principal investigators, CROs, CMOs and consultants may engage in misconduct or other improper activities, including non-
compliance with regulatory standards and requirements and insider trading.
We are exposed to the risk of fraud or other misconduct by our employees, principal investigators, consultants and commercial partners. Misconduct
by these parties could include intentional failures to comply with the regulations of FDA and non-U.S. regulators, provide accurate information to the FDA
and non-U.S. regulators, comply with healthcare fraud and abuse laws and regulations in the United States and abroad, report financial information or data
accurately or disclose unauthorized activities to us. In particular, sales, marketing and business arrangements in the healthcare industry are subject to
extensive laws and regulations intended to prevent fraud, misconduct, kickbacks, self-dealing and other abusive practices. These laws and regulations may
restrict or prohibit a wide range of pricing, discounting, marketing and promotion, sales commission, customer incentive programs and other business
arrangements. Such misconduct could also involve the improper use of information obtained in the course of clinical studies, which could result in
regulatory sanctions and cause serious harm to our reputation. We have adopted a code of conduct applicable to all of our employees, but it is not always
possible to identify and deter employee misconduct, and the precautions we take to detect and prevent this activity may not be effective in controlling
unknown or unmanaged risks or losses or in protecting us from governmental investigations or other actions or lawsuits stemming from a failure to comply
with these laws or regulations. If any such actions are instituted against us, and we are not successful in defending ourselves or asserting our rights, those
actions could have a significant impact on our business, including the imposition of significant fines or other sanctions.
Our business entails a significant risk of product liability and our ability to obtain sufficient insurance coverage could have a material and adverse
effect on our business, financial condition, results of operations and prospects.
We will face an inherent risk of product liability exposure related to the testing of STK-001, STK-002 and our future product candidates in clinical
trials and will face an even greater risk if we commercialize any of our product candidates. If we cannot successfully defend ourselves against claims that
our product candidates caused injuries, we could incur substantial liabilities. Regardless of merit or eventual outcome, liability claims may result in:
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decreased demand for any product candidates that we may develop;
injury to our reputation and significant negative media attention;
withdrawal of clinical trial participants;
significant time and costs to defend the related litigation;
substantial monetary awards to trial participants or patients;
loss of revenue; and
the inability to commercialize any product candidates that we may develop.
While we currently have product liability insurance that we believe is appropriate for our stage of development, we may need to obtain higher levels
prior to clinical development or marketing STK-001, STK-002 or any of our future product candidates. Any insurance we have or may obtain may not
provide sufficient coverage against potential liabilities.
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Furthermore, clinical trial and product liability insurance is becoming increasingly expensive. As a result, we may be unable to obtain sufficient insurance
at a reasonable cost to protect us against losses caused by product liability claims that could have a material and adverse effect on our business, financial
condition, results of operations and prospects.
Risks Related to Ownership of our Common Stock
The market price of our stock may be volatile, and you could lose all or part of your investment.
The trading price of our common stock may be highly volatile and subject to wide fluctuations in response to various factors, some of which we
cannot control. The market price for our common stock may be influenced by many factors, including the other risks described in this section and
elsewhere in this report and the following:
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results of preclinical studies and clinical trials of our product candidates, or those of our competitors or our existing or future collaborators;
regulatory or legal developments in the United States and other countries, especially changes in laws or regulations applicable to our product
candidates;
the success of competitive products or technologies;
introductions and announcements of new products by us, our future commercialization partners, or our competitors, and the timing of these
introductions or announcements;
actions taken by regulatory agencies with respect to our product candidates, clinical studies, manufacturing process or sales and marketing
terms;
actual or anticipated variations in our financial results or those of companies that are perceived to be similar to us;
the success of our efforts to acquire or in-license additional technologies, products or product candidates;
developments concerning any future collaborations, including but not limited to those with our sources of manufacturing supply and our
commercialization partners;
market conditions in the pharmaceutical and biotechnology sectors;
announcements by us or our competitors of significant acquisitions, strategic collaborations, joint ventures or capital commitments;
developments or disputes concerning patents or other proprietary rights, including patents, litigation matters and our ability to obtain patent
protection for our product candidates and products;
our ability or inability to raise additional capital and the terms on which we raise it;
the recruitment or departure of key personnel;
changes in the structure of healthcare payment systems;
actual or anticipated changes in earnings estimates or changes in stock market analyst recommendations regarding our common stock, other
comparable companies or our industry generally;
our failure or the failure of our competitors to meet analysts’ projections or guidance that we or our competitors may give to the market;
fluctuations in the valuation of companies perceived by investors to be comparable to us;
announcement and expectation of additional financing efforts;
speculation in the press or investment community;
trading volume of our common stock;
sales of our common stock by us or our stockholders;
the concentrated ownership of our common stock;
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changes in accounting principles;
terrorist acts, acts of war or periods of widespread civil unrest, including the conflict in Ukraine and actions taken by third parties in
response to such conflict;
natural disasters and other calamities; and
general economic, industry and market conditions including interest rate increases and inflation.
In addition, the stock market in general, and the markets for pharmaceutical, biopharmaceutical and biotechnology stocks in particular, have
experienced extreme price and volume fluctuations that have been often unrelated or disproportionate to the operating performance of the issuer, including
as a result of the COVID-19 pandemic and general economic conditions. These broad market and industry factors may seriously harm the market price of
our common stock, regardless of our actual operating performance. The realization of any of the above risks or any of a broad range of other risks,
including those described in this “Risk factors” section, could have a dramatic and adverse impact on the market price of our common stock.
Our principal stockholders own a significant percentage of our stock and will be able to exert significant control over matters subject to stockholder
approval.
As of December 31, 2022 entities affiliated with Skorpios Trust beneficially owned 36.62% of the voting power of all outstanding shares of our
common stock. As a result, these entities will have considerable influence over the outcome of corporate actions requiring stockholder approval, including
the election of directors, amendment of our organizational documents, any merger, consolidation or sale of all or substantially all of our assets and any
other significant corporate transaction. The interests of such entities may not be the same as or may even conflict with your interests. For example, these
entities could potentially delay or prevent a change of control of our company, even if such a change of control would benefit our other stockholders, which
could deprive our stockholders of an opportunity to receive a premium for their common stock as part of a sale of our company or our assets and might
affect the prevailing market price of our common stock.
In addition, Skorpios Trust received its shares from Apple Tree Partners, which previously controlled a majority of the voting power of our common
stock. Seth L. Harrison, the chairman of our board of directors, serves as Managing Partner of Apple Tree Partners.
If securities or industry analysts do not publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our
stock, our stock price and trading volume could decline.
The trading market for our common stock will be influenced by the research and reports that industry or securities analysts publish about us or our
business. We do not have any control over the analysts, or the content and opinions included in their reports. If any of the analysts who cover us issue an
adverse or misleading opinion regarding us, our business model, our intellectual property or our stock performance, or if our preclinical studies and clinical
trials and results of operations fail to meet the expectations of analysts, our stock price would likely decline. If one or more of such analysts cease coverage
of us or fail to publish reports on us regularly, we could lose visibility in the financial markets, which in turn could cause a decline in our stock price or
trading volume.
We are an “emerging growth company” and a “smaller reporting company” and we cannot be certain if the reduced reporting requirements applicable
to emerging growth companies or smaller reporting companies will make our common stock less attractive to investors.
We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as we
continue to be an emerging growth company, we may take advantage of exemptions from various reporting requirements that are applicable to other public
companies that are not emerging growth companies, including (i) not being required to comply with the auditor attestation requirements of Section 404 of
the Sarbanes-Oxley Act of 2002, as amended (the “Sarbanes-Oxley Act”), (ii) reduced disclosure obligations regarding executive compensation in our
periodic reports and proxy statements and (iii) exemptions from the requirements of holding nonbinding advisory stockholder votes on executive
compensation and stockholder approval of any golden parachute payments not approved previously.
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We will remain an emerging growth company until the earliest of (i) the last day of the fiscal year (a) in which we have total annual gross revenue
of at least $1.07 billion or (b) in which we are deemed to be a large accelerated filer, which means the market value of our common stock that is held by
non-affiliates exceeds $700 million as of the prior June 30th, (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during
the prior three-year period and (iii) December 31, 2024.
Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards
apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our consolidated financial statements may
therefore not be comparable to those of companies that comply with such new or revised accounting standards. Until the date that we are no longer an
“emerging growth company” or affirmatively and irrevocably opt out of the exemption provided by Section 7(a)(2)(B) of the Securities Act, upon issuance
of a new or revised accounting standard that applies to our consolidated financial statements and that has a different effective date for public and private
companies, we will disclose the date on which adoption is required for non-emerging growth companies and the date on which we will adopt the recently
issued accounting standard.
We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates was less than $700 million and our
annual revenue was less than $100 million during the most recently completed fiscal year. We may continue to be a smaller reporting company as long as
either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most
recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at
the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to
smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited
financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure
obligations regarding executive compensation. We cannot predict if investors will find our common stock less attractive because we may rely on these
exemptions. If some investors find our common stock less attractive as a result, there may be a less active trading market for our common stock and our
share price may be more volatile.
Anti-takeover provisions in our charter documents and under Delaware law could make an acquisition of us, which may be beneficial to our
stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management.
Our restated certificate of incorporation and our restated bylaws contain provisions that could delay or prevent a change in control of our company.
These provisions could also make it difficult for stockholders to elect directors who are not nominated by current members of our board of directors or take
other corporate actions, including effecting changes in our management. These provisions:
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establish a classified board of directors so that not all members of our board are elected at one time;
permit only the board of directors to establish the number of directors and fill vacancies on the board;
provide that directors may only be removed “for cause” and only with the approval of two-thirds of our stockholders;
require super-majority voting to amend some provisions in our restated certificate of incorporation and restated bylaws;
authorize the issuance of “blank check” preferred stock that our board could use to implement a stockholder rights plan;
eliminate the ability of our stockholders to call special meetings of stockholders;
prohibit stockholder action by written consent, which requires all stockholder actions to be taken at a meeting of our stockholders;
prohibit cumulative voting; and
establish advance notice requirements for nominations for election to our board or for proposing matters that can be acted upon by
stockholders at annual stockholder meetings.
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The exclusive forum provision in our restated certificate of incorporation may limit a stockholder’s ability to bring a claim in a judicial forum that it
finds favorable for disputes with us or any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims.
Our restated certificate of incorporation, to the fullest extent permitted by law, provides that the Court of Chancery of the State of Delaware is the
exclusive forum for: any derivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claim
against us arising pursuant to the Delaware General Corporation Law (the “DGCL”), our restated certificate of incorporation, or our restated bylaws; or any
action asserting a claim against us that is governed by the internal affairs doctrine. This exclusive forum provision does not apply to suits brought to
enforce a duty or liability created by the Exchange Act. It could apply, however, to a suit that falls within one or more of the categories enumerated in the
exclusive forum provision and asserts claims under the Securities Act, inasmuch as Section 22 of the Securities Act creates concurrent jurisdiction for
federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rule and regulations thereunder. There is
uncertainty as to whether a court would enforce such provision with respect to claims under the Securities Act, and our stockholders will not be deemed to
have waived our compliance with the federal securities laws and the rules and regulations thereunder.
This choice of forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or
any of our directors, officers, or other employees, which may discourage lawsuits with respect to such claims. Alternatively, if a court were to find the
choice of forum provisions contained in our restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional
costs associated with resolving such action in other jurisdictions, which could harm our business, results of operations and financial condition.
In addition, Section 203 of the DGCL may discourage, delay or prevent a change in control of our company. Section 203 imposes certain
restrictions on mergers, business combinations and other transactions between us and holders of 15% or more of our common stock.
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all claims brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder. In April 2020, we amended and restated our restated bylaws to provide that the federal
district courts of the United States will, to the fullest extent permitted by law, be the exclusive forum for resolving any complaint asserting a cause of action
arising under the Securities Act (such provision, a “Federal Forum Provision”). Our decision to adopt a Federal Forum Provision followed a decision by the
Supreme Court of the State of Delaware holding that such provisions are facially valid under Delaware law. While there can be no assurance that federal or
state courts will follow the holding of the Delaware Supreme Court or determine that the Federal Forum Provision should be enforced in a particular case,
application of the Federal Forum Provision means that suits brought by our stockholders to enforce any duty or liability created by the Securities Act must
be brought in federal court and cannot be brought in state court.
Section 27 of the Exchange Act creates exclusive federal jurisdiction over all claims brought to enforce any duty or liability created by the
Exchange Act or the rules and regulations thereunder. In addition, neither the exclusive forum provision nor the Federal Forum Provision applies to suits
brought to enforce any duty or liability created by the Exchange Act. Accordingly, actions by our stockholders to enforce any duty or liability created by
the Exchange Act or the rules and regulations thereunder must be brought in federal court.
Our stockholders will not be deemed to have waived our compliance with the federal securities laws and the regulations promulgated thereunder.
Any person or entity purchasing or otherwise acquiring or holding any interest in any of our securities shall be deemed to have notice of and
consented to our exclusive forum provisions, including the Federal Forum Provision. These provisions may limit a stockholder’s ability to bring a claim in
a judicial forum of their choosing for disputes with us or our directors, officers, or other employees, which may discourage lawsuits against us and our
directors, officers, and other employees.
We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to new
compliance initiatives and corporate governance practices.
As a public company, and particularly after we are no longer an emerging growth company, we will incur significant legal, accounting and other
expenses that we did not incur as a private company. The Sarbanes-Oxley Act, the Dodd-Frank Wall Street Reform and Consumer Protection Act, the
listing requirements of the Nasdaq Global Select Market, or Nasdaq, and other applicable securities rules and regulations impose various requirements on
public companies, including establishment and maintenance of effective disclosure and financial controls and corporate governance practices. Our
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management and other personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, we expect these rules and
regulations to substantially increase our legal and financial compliance costs and to make some activities more time consuming and costly. We cannot
predict or estimate the amount or timing of additional costs we may incur to respond to these requirements. The impact of these requirements could also
make it more difficult for us to attract and retain qualified persons to serve on our board of directors, our board committees or as executive officers.
Moreover, these rules and regulations are often subject to varying interpretations, in many cases due to their lack of specificity, and, as a result, their
application in practice may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices.
If we fail to maintain proper and effective internal control over financial reporting in the future, our ability to produce accurate and timely financial
statements could be impaired, which could harm our operating results, investors’ views of us and, as a result, the value of our common stock.
We previously were not required to independently comply with Section 404(a) of the Sarbanes-Oxley Act. Section 404(a) of the Sarbanes-Oxley
Act requires annual management assessments of the effectiveness of our internal control over financial reporting, starting with the second annual report that
we file with the SEC. We were required to meet these standards in the course of preparing our financial statements as of and for the year ended December
31, 2022, and our management is required to report on the effectiveness of our internal control over financial reporting for such year and annually
thereafter. Additionally, once we are no longer an “emerging growth company,” our independent registered public accounting firm will be required pursuant
to Section 404(b) of the Sarbanes-Oxley Act to attest to the effectiveness of our internal control over financial reporting on an annual basis. The rules
governing the standards that must be met for our management to assess our internal control over financial reporting are complex and require significant
documentation, testing, and possible remediation.
To achieve compliance with Section 404(b) within the prescribed period, we will be engaged in a process to document and evaluate our internal
control over financial reporting, which is both costly and challenging. In this regard, we will need to continue to dedicate internal resources, potentially
engage outside consultants and adopt a detailed work plan to assess and document the adequacy of internal control over financial reporting, continue steps
to improve control processes as appropriate, validate through testing that controls are functioning as documented and implement a continuous reporting and
improvement process for internal control over financial reporting. Despite our efforts, there is a risk that we will not be able to conclude, within the
prescribed timeframe or at all, that our internal control over financial reporting is effective as required by Section 404. If we identify one or more material
weaknesses, it could result in an adverse reaction in the financial markets due to a loss of confidence in the reliability of our consolidated financial
statements. In addition, if we are not able to continue to meet these requirements, we may not be able to remain listed on Nasdaq.
As we grow, we expect to hire additional personnel and may utilize external temporary resources to implement, document and modify policies and
procedures to maintain effective internal controls. However, it is possible that we may identify deficiencies and weaknesses in our internal controls. If
material weaknesses or deficiencies in our internal controls exist and go undetected or unremediated, our consolidated financial statements could contain
material misstatements that, when discovered in the future, could cause us to fail to meet our future reporting obligations and cause the price of our
common stock to decline.
Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation, if any, will be your sole
source of gain.
We have never declared or paid cash dividends on our capital stock. We currently intend to retain all of our future earnings, if any, to finance the
growth and development of our business. As a result, capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable
future.
We may be subject to securities litigation, which is expensive and could divert management attention.
The market price of our common stock may be volatile and, in the past, companies that have experienced volatility in the market price of their stock
have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation against us could result
in substantial costs and divert our management’s attention from other business concerns, which could seriously harm our business.
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Item 1B. Unresolved Staff Comments.
None.
Item 2. Properties.
We currently occupy approximately 38,000 square feet of office and laboratory space in Bedford, Massachusetts, under a lease that expires
December 31, 2024. We also occupy 4,842 square feet of office space in Cambridge, Massachusetts under a lease that expires on April 30, 2025. We
believe that our facilities suffice to meet our current and near-term needs and that suitable additional space will be available as and when needed.
Item 3. Legal Proceedings.
From time to time, we may be involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal
proceedings that, in the opinion of management, would have a material adverse effect on our business. Regardless of outcome, litigation can have an
adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity and reputation harm, and other factors.
Item 4. Mine Safety Disclosures.
Not Applicable.
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Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Unregistered Sales of Equity Securities and Use of Proceeds.
Unregistered Sales of Equity Securities
PART II
None.
Use of Proceeds
None.
Holders of Record
As of December 31, 2022, there were 15 holders of record of our common stock. The actual number of stockholders is greater than this number of
record holders and includes stockholders who are beneficial owners but whose shares are held in street name by brokers and other nominees. This number
of holders of record also does not include stockholders whose shares may be held in trust by other entities.
Dividends
We have not declared or paid any cash dividends on our common stock since our inception. We do not plan to pay dividends in the foreseeable
future. We currently intend to retain all available funds and any future earnings, if any, for use in the operation of our business. Any future determination to
declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on our financial condition,
results of operations, capital requirements, general business conditions and other factors that our board of directors may deem relevant, and subject to the
restrictions contained in future financing instruments. Consequently, stockholders will need to sell shares of our common stock to realize a return on their
investment, if any.
Item 6. [Reserved]
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and consolidated results of operations together with our
consolidated financial statements and related notes appearing elsewhere in this Annual Report on Form 10-K. Some of the information contained in this
discussion and analysis or set forth elsewhere in this Annual Report on Form 10-K, including information with respect to our plans and strategy for our
business and related financing, includes forward-looking statements that involve risks and uncertainties. You should carefully read the sections entitled
“Risk Factors” and “Special Note Regarding Forward-Looking Statements” to gain an understanding of the important factors that could cause actual
results to differ materially from our forward-looking statements.
Overview
We are dedicated to addressing the underlying causes of severe diseases by upregulating protein expression with RNA-based medicines. Using our
proprietary TANGO (Targeted Augmentation of Nuclear Gene Output) approach, we are developing antisense oligonucleotides (“ASOs”) to selectively
restore protein levels. Our first compound, STK-001, is in clinical testing for the treatment of Dravet syndrome, a severe and progressive genetic epilepsy.
Dravet syndrome is characterized by frequent, prolonged and refractory seizures beginning within the first year of life. The disease is classified as a
developmental and epileptic encephalopathy due to the developmental delays and cognitive impairment associated with it.
Dravet syndrome is one of many diseases caused by a haploinsufficiency, in which a loss of approximately 50% of normal protein levels leads to
disease. We are also pursuing treatment for a second haploinsufficient disease, autosomal dominant optic atrophy (“ADOA”), the most common inherited
optic nerve disorder. Our initial focus is haploinsufficiencies and diseases of the central nervous system and the eye, although proof of concept has been
demonstrated in other organs, tissues, and systems, supporting our belief in the broad potential for our proprietary approach.
TANGO is based on the pioneering work conducted on pre-mRNA splicing and ASOs in the laboratory of one of our co-founders, Adrian R.
Krainer, Ph.D., of Cold Spring Harbor Laboratory (“CSHL”) in New York. Inspired by the clinical success of SPINRAZA (nusinersen), an ASO medicine
for the treatment of spinal muscular atrophy that was co-invented by Professor Krainer, our company was founded to develop a general antisense approach
to upregulate protein expression.
We were incorporated in June 2014. In July 2015 and April 2016, we entered into worldwide license agreements with Cold Spring Harbor
Laboratory (“CSHL”), and the University of Southampton, respectively, with respect to certain licensed patents and applications relating to TANGO.
TANGO exploits non-productive splicing events to effect targeted enhancement of protein expression. Since our inception through June 21, 2019, our
operations had been financed primarily from the sale of convertible notes payable and our convertible preferred stock.
On June 21, 2019, we completed an initial public offering (“IPO”), of our common stock and issued and sold 9,074,776 shares of common stock at
a public offering price of $18.00 per share, which included 1,183,666 shares sold upon full exercise of the underwriters’ option to purchase additional
shares of common stock resulting in net proceeds of $151.9 million after deducting underwriting discounts and commissions but before deducting offering
costs of approximately $2.5 million.
In July 2020, we filed a universal Shelf Registration statement on Form S-3 (the “Prior Registration Statement”) with the Securities and Exchange
Commission (the “SEC”). On May 31, 2022, the Prior Registration Statement was deactivated upon the effectiveness of the Registration Statement (as
defined below). As of such date, we had issued approximately 2.2 million shares of common stock under the Prior Registration Statement for net proceeds
of $45.3 million.
In May 2022, we filed an additional universal Shelf Registration statement on Form S-3 (the “Registration Statement”) with the SEC. The
Registration Statement was declared effective by the SEC on May 31, 2022, and contains two prospectuses: a base prospectus, which covers the offering,
issuance and sale by us of up to a maximum aggregate offering price of $400,000,000 of our common stock, preferred stock, debt securities, warrants to
purchase common stock, preferred stock or debt securities, subscription rights to purchase common stock, preferred stock or debt securities and/or units
consisting of some or all of these securities; and a sales agreement prospectus covering the offering, issuance and sale by us of up to a maximum aggregate
offering price of $150,000,000 of common stock that may be issued and sold under a Controlled Equity Offering Sales Agreement (“Sales Agreement”).
The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a prospectus supplement to the base prospectus. The
$150,000,000 of common stock that may be offered, issued and sold under the sales agreement prospectus is included in the $400,000,000 of securities that
may be offered, issued and sold by us under the base prospectus. As of December 31, 2022, we had not issued any shares pursuant to the Sales Agreement.
Since December 31, 2022, we sold approximately 4.6 million shares of our common stock
83
and received $44.7 million after deducting commissions related to the Sales Agreement. We may terminate this at-the-market program at any time, pursuant
to its terms.
As of December 31, 2022 and December 31, 2021, we had $230.2 million and $220.4 million, respectively, in cash, cash equivalents, marketable
securities, and restricted cash.
Since inception, we have had operating losses, the majority of which are attributable to research and development activities. Our net losses were
$101.1 million and $85.8 million for the years ended December 31, 2022 and 2021, respectively. As of December 31, 2022, we had an accumulated deficit
of $297.2 million and as of December 31, 2021, we had an accumulated deficit of $196.1 million.
Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and to a lesser extent,
general and administrative expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as reflected in the
change in our outstanding accounts payable and accrued expenses. We expect to continue to incur net losses for the foreseeable future, and we expect our
research and development expenses, general and administrative expenses, and capital expenditures will continue to increase. In particular, we expect our
expenses and losses to increase as we continue our development of, and seek regulatory approvals for, our product candidates, and begin to commercialize
any approved products, as well as hire additional personnel, develop commercial infrastructure, pay fees to outside consultants, lawyers and accountants,
and incur increased costs associated with being a public company such as expenses related to services associated with maintaining compliance with Nasdaq
listing rules and SEC requirements, insurance and investor relations costs. Our net losses may fluctuate significantly from quarter-to-quarter and year-to-
year, depending on the timing of our clinical trials and our expenditures on other research and development activities.
Based upon our current operating plan, we believe that our cash, cash equivalents, marketable securities, and restricted cash of $230.2 million as of
December 31, 2022, together with the proceeds since December 31, 2022 from the Sales Agreement of $44.7 million, will enable us to fund our operating
expenses and capital expenditure requirements to the end of 2025. To date, we have not had any products approved for sale and have not generated any
product sales. We do not expect to generate any revenues from product sales unless and until we successfully complete development and obtain regulatory
approval for one or more of our product candidates, which we expect will take a number of years. If we obtain regulatory approval for any of our product
candidates, we expect to incur significant commercialization expenses related to product sales, marketing, manufacturing and distribution. As a result, until
such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through equity offerings, debt financings or other
capital sources, including potentially collaborations, licenses and other similar arrangements. However, we may be unable to raise additional funds or enter
into such other arrangements when needed on favorable terms or at all. Any failure to raise capital as and when needed could have a negative impact on our
financial condition and on our ability to pursue our business plans and strategies. If we are unable to raise capital, we will need to delay, reduce or terminate
planned activities to reduce costs.
License and Collaboration Agreement with Acadia Pharmaceuticals Inc.
In January 2022, we entered into a license and collaboration agreement with Acadia Pharmaceuticals Inc. (“Acadia”) for the discovery,
development and commercialization of novel RNA-based medicines for the treatment of severe and rare genetic neurodevelopmental diseases of the CNS.
The agreement focuses on the targets SYNGAP1, MECP2 (Rett syndrome), and an undisclosed neurodevelopmental target of mutual interest. In connection
with each target, we will collaborate with Acadia to identify potential treatments for further development and commercialization as licensed products. With
respect to SYNGAP1, we have agreed with Acadia to co-develop and co-commercialize licensed products for such target globally, and in connection
therewith we granted to Acadia worldwide, co-exclusive (with us) licenses for such licensed products. With respect to MECP2 and the neurodevelopmental
target, we granted to Acadia worldwide, exclusive licenses to develop and commercialize licensed products for such targets.
Pursuant to the terms of the agreement, we received an upfront payment of $60 million from Acadia. Acadia agreed to fund the research to identify
potential licensed products for MECP2 and the neurodevelopmental target, and we will equally fund with Acadia the research to identify potential licensed
products for SYNGAP1. We are eligible to receive up to $907.5 million in potential total milestone payments based upon the achievement of certain
development, regulatory, first commercial sales and sales milestone events across the programs for the three targets, assuming each milestone were
achieved at least once. With respect to licensed products for MECP2 and the neurodevelopmental target, we are also eligible to receive tiered royalties at
percentages ranging from the mid-single digits to the mid-teens on future net sales by Acadia of licensed products worldwide. Royalties payable under the
agreement are subject to standard royalty reductions. For SYNGAP1 licensed products that we are co-developing and co-commercializing, we will be
responsible for 50% of the development and commercialization costs and will receive 50% of the profits from global commercialization.
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Business Update Regarding COVID-19
We continue to monitor the impact of the COVID-19 pandemic in an effort to mitigate interruptions to our clinical programs, research efforts and
other business activities and to monitor the safety and well-being of our employees, patients and communities, as well as its impact on the U.S. economy
and financial markets. The full extent to which the COVID-19 pandemic will directly or indirectly impact our business, results of operations, liquidity and
financial condition will depend on future developments that are highly uncertain and cannot be accurately predicted, including new information that may
emerge concerning COVID-19 and COVID-19 variants, the actions taken to contain it or treat its impact and the economic impact on local, regional,
national and international markets.
For additional information on the various risks posed by the COVID-19 pandemic, please read Item 1A. Risk Factors included in this annual report.
Financial Operations Overview
Revenue
We currently do not have any products approved for sale and have not generated any product revenue since inception through December 2022. If
we are able to successfully develop, receive regulatory approval for and commercialize any of our current or future product candidates alone or in
collaboration with third parties, we may generate revenue from the sales of these product candidates.
In January 2022, we entered into a license and collaboration agreement with Acadia Pharmaceuticals Inc. (“Acadia”) for the discovery,
development and commercialization of novel RNA-based medicines for the treatment of severe and rare genetic neurodevelopmental diseases of the central
nervous system (the “CNS”). The agreement focuses on the targets SYNGAP1, MECP2 (Rett syndrome), and an undisclosed neurodevelopmental target of
mutual interest. In connection with each target, we will collaborate with Acadia to identify potential treatments for further development and
commercialization as licensed products. With respect to SYNGAP1, we have agreed with Acadia to co-develop and co-commercialize licensed products for
such target globally, and in connection therewith we granted to Acadia worldwide, co-exclusive (with us) licenses for such licensed products. With respect
to MECP2 and the neurodevelopmental target, we granted to Acadia worldwide, exclusive licenses to develop and commercialize licensed products for
such targets.
Pursuant to the terms of the agreement, we received an upfront payment of $60 million from Acadia. Acadia agreed to fund the research to identify
potential licensed products for MECP2 and the neurodevelopmental target, and we will equally fund with Acadia the research to identify potential licensed
products for SYNGAP1. We are eligible to receive up to $907.5 million in potential total milestone payments based upon the achievement of certain
development, regulatory, first commercial sales and sales milestone events across the programs for the three targets, assuming each milestone were
achieved at least once. With respect to licensed products for MECP2 and the neurodevelopmental target, we are also eligible to receive tiered royalties at
percentages ranging from the mid-single digits to the mid-teens on future net sales by Acadia of licensed products worldwide. Royalties payable under the
agreement are subject to standard royalty reductions. For SYNGAP1 licensed products that we are co-developing and co-commercializing, we will be
responsible for 50% of the development and commercialization costs and will receive 50% of the profits from global commercialization. We are provided
with a co-development and co-commercialization opt out option relating to the SYNGAP1 target indication at our discretion. Such opt-out would reduce
development and commercialization milestones but would provide us with royalties on an escalating basis attributable to net sales milestones.
See Note 8—License and Collaboration Agreement with Acadia Pharmaceuticals, Inc. of the notes to our consolidated financial statements included
elsewhere in this Annual Report on Form 10-K.
Operating expenses
Certain operating expenses related to the prior period have been reclassed to conform to current period presentation.
Research and development
Research and development expenses consist primarily of costs incurred for the development of our discovery work and preclinical programs, which
include:
•
personnel costs, which include salaries, benefits and stock-based compensation expense;
85
•
•
•
•
expenses incurred under agreements with consultants, third-party contract organizations that conduct research and development activities on
our behalf, costs related to production of preclinical material and laboratory and vendor expenses related to the execution of preclinical
studies;
scientific consulting, collaboration and licensing fees;
laboratory supplies; and
facilities costs, depreciation and other expenses related to internal research and development activities.
We use our personnel and infrastructure resources across multiple research and development programs directed toward identifying and developing
product candidates. Our direct research and development expenses are tracked on a program-by-program basis from the point a program becomes a clinical
candidate for us and consists primarily of external costs, such as fees paid to consultants, central laboratories and contractors in connection with our
preclinical activities. We do not allocate employee costs, costs associated with our technology or facility expenses, including depreciation or other indirect
costs, to specific programs because these costs are currently deployed across multiple product development programs and, as such, are not separately
classified. We use internal resources to manage our development activities and our employees work across multiple development programs and, therefore,
we do not track their costs by program.
The table below summarizes our research and development expenses incurred by development program:
STK-001
STK-002
SYNGAP1
MECP2
Non-program specific and unallocated research
and development expenses
$
Total research and development expenses
$
Year ended December 31,
2022
2021
(in thousands)
25,327 $
9,087
405
745
42,273
77,837 $
18,778
3,436
148
243
31,563
54,168
We expense all research and development costs in the periods in which they are incurred. Costs for certain development activities are recognized
based on an evaluation of the progress to completion of specific tasks using information and data provided to us by our vendors and third-party service
providers.
We expect that our expenses will increase substantially in connection with our planned discovery work, preclinical and clinical development
activities in the near term and our planned clinical trials in the future. At this time, we cannot reasonably estimate the costs for completing the preclinical
and clinical development of any of our other product candidates. We expect our research and development expenses to increase substantially for the
foreseeable future as we continue to invest in research and development activities related to developing our product candidates, including investments in
manufacturing, as our programs advance into later stages of development and we conduct clinical trials. The process of conducting the necessary clinical
research to obtain regulatory approval is costly and time-consuming, and the successful development of our product candidates is highly uncertain. As a
result, we are unable to determine the duration and completion costs of our research and development projects or when and to what extent we will generate
revenue from the commercialization and sale of any of our product candidates.
Because of the numerous risks and uncertainties associated with product development, we cannot determine with certainty the duration and
completion costs of the current or future preclinical studies and clinical trials or if, when, or to what extent we will generate revenues from the
commercialization and sale of our product candidates. We may never succeed in achieving regulatory approval for our product candidates. The duration,
costs and timing of preclinical studies and clinical trials and development of our product candidates will depend on a variety of factors, including:
•
•
•
•
successful completion of preclinical studies and investigational new drug-enabling studies;
successful enrollment in, and completion of, clinical trials;
receipt of regulatory approvals from applicable regulatory authorities;
furthering our commercial manufacturing capabilities and arrangements with third-party manufacturers;
86
•
•
•
•
•
•
•
obtaining and maintaining patent and trade secret protection and non-patent exclusivity;
launching commercial sales of our product candidates, if and when approved, whether alone or in collaboration with others;
acceptance of our product candidates, if and when approved, by patients, the medical community and third-party payors;
effectively competing with other therapies and treatment options;
a continued acceptable safety profile following approval;
enforcing and defending intellectual property and proprietary rights and claims; and
achieving desirable medicinal properties for the intended indications.
A change in the outcome of any of these factors could mean a significant change in the costs and timing associated with the development of our
current and future preclinical and clinical product candidates. For example, if the FDA, or another regulatory authority were to require us to conduct
clinical trials beyond those that we currently anticipate will be required for the completion of clinical development, or if we experience significant delays in
execution of or enrollment in any of our preclinical studies or clinical trials, we could be required to expend significant additional financial resources and
time on the completion of preclinical and clinical development. We expect our research and development expenses to increase for the foreseeable future as
we continue the development of product candidates.
General and administrative expenses
General and administrative expenses consist primarily of personnel costs, costs related to maintenance and filing of intellectual property, expenses
for outside professional services, including legal, human resources, information technology, audit and accounting services, and facilities and other
expenses. Personnel costs consist of salaries, benefits and stock-based compensation expense. We expect our general and administrative expenses to
increase over the next several years to support our continued research and development activities, manufacturing activities, increased costs of operating as a
public company and the potential commercialization of our product candidates. These increases are anticipated to include increased costs related to the
hiring of additional personnel, developing commercial infrastructure, fees to outside consultants, lawyers and accountants, and increased costs associated
with being a public company such as expenses related to services associated with maintaining compliance with Nasdaq listing rules and SEC requirements,
insurance and investor relations costs.
Other income (expense)
Our other income (expense), includes (i) interest income earned on cash reserves in our operating money market fund, investment accounts and
on our marketable securities investments and (ii) other items of income (expense), net.
87
Results of Operations for the Years Ended December 31, 2022 and 2021
The following table sets forth our results of operations:
Consolidated statements of operations and
comprehensive loss:
Revenue
Operating expenses:
Research and development
General and administrative
Total operating expenses
Loss from operations
Other income (expense):
Interest income (expense), net
Other income (expense), net
Total other income (expense)
Year ended December 31,
2021
2022
(in thousands)
$
12,405
$
—
77,837
38,924
116,761
(104,356)
54,168
31,897
86,065
(86,065)
3,122
167
3,289
(101,067)
(2.60) $
38,897,442
120
140
260
(85,805)
(2.34)
36,739,269
Net loss
Net loss per share—basic and diluted
Weighted average common shares outstanding—basic and diluted
$
Comprehensive loss:
Net loss
Other comprehensive loss:
Unrealized loss on marketable securities
Total other comprehensive loss
Comprehensive loss
$
(101,067) $
(85,805)
(1,007)
(1,007) $
(102,074) $
$
$
(168)
(168)
(85,973)
Research and development expenses
Research and development expenses were $77.8 million for the year ended December 31, 2022 as compared to $54.2 million for the year ended
December 31, 2021, an increase of $23.6 million. The table below summarizes our research and development expenses:
$
STK-001
STK-002
SYNGAP1
MECP2
Personnel-related expenses
Third-party services
Scientific consulting
Facilities and other research and
development expenses
Total research and development expenses
$
Year Ended December 31,
2022
2021
25,327 $
9,087
405
745
29,028
3,409
794
9,042
77,837 $
18,778
3,436
148
243
22,603
990
579
7,391
54,168
The increase in research and development expenses were primarily attributable to an increase of $6.4 million in personnel costs resulting from an
increase in headcount, an increase of $6.5 million in expenses related to our STK-001 program and $5.7 million related to our STK-002 program, which is
comprised of third-party services and scientific consulting fees, an increase of $0.8 million in external third party expense related to SYNGAP1 and
MECP2 and an increase of $4.2 million in expense related to facilities and other costs and non-project specific consulting and third-party services,
materials and other costs. The increases in expense reflect the accelerating pace of research and development activities and the increases in personnel,
facilities and, third party services to support those activities.
88
General and administrative expenses
General and administrative expenses were $38.9 million for the year ended December 31, 2022 as compared to $31.9 million for the year ended
December 31, 2021, an increase of $7.0 million.
The increases in general and administrative expenses were primarily attributable to an increase of $5.1 million in personnel costs resulting from an
increase in headcount and stock compensation expense resulting from an increase in the annual options award and an increase of $1.9 million in third-party
services to support our in-house personnel in various aspects of developing and supporting the business including human resources, information technology,
audit, tax, public relations, communications and other general and administrative activities.
Other income (expense)
The change in our other income (expense) for the year ended December 31, 2022 as compared to the year ended December 31, 2021 primarily
reflects an increase in marketable securities balances as well as increased interest rates.
Liquidity and Capital Resources
Since our inception through December 31, 2022, our operations have been financed by net proceeds of $490.5 million from the sale of convertible notes
payable and our convertible preferred stock, our initial public offering, follow-on offering, proceeds from the controlled equity offering sales agreements and
the upfront payment from Acadia. As of December 31, 2022, we had $230.2 million in cash, cash equivalents, marketable securities, and restricted cash. Cash
in excess of immediate requirements is invested in accordance with our investment policy, primarily with a view to liquidity and capital preservation.
We have incurred losses since our inception in June 2014 and, as of December 31, 2022 and 2021, we had accumulated deficits of $297.2 million and
$196.1 million, respectively. Our primary use of cash is to fund operating expenses, which consist primarily of research and development expenditures, and to a
lesser extent, general and administrative expenditures. Cash used to fund operating expenses is impacted by the timing of when we pay these expenses, as
reflected in the change in our outstanding accounts payable and accrued expenses.
Our product candidates may never achieve commercialization and we anticipate that we will continue to incur losses for the foreseeable future. We
expect that our research and development expenses, general and administrative expenses, and capital expenditures will continue to increase. As a result, until
such time, if ever, as we can generate substantial product revenue, we expect to finance our cash needs through a combination of equity offerings, debt
financings or other capital sources, including potentially collaborations, licenses and other similar arrangements. Our primary uses of capital are, and we expect
will continue to be, compensation and related expenses, third-party clinical research and development services, costs relating to the build-out of our
headquarters and manufacturing facility, license payments or milestone obligations that may arise, laboratory and related supplies, clinical costs, manufacturing
costs, legal and other regulatory expenses and general overhead costs.
89
Based upon our current operating plan, we believe that our cash, cash equivalents, marketable securities, and restricted cash of $230.2 million as of
December 31, 2022, together with the proceeds since December 31, 2022 from the Sales Agreement of $44.7 million, will enable us to fund our operating
expenses and capital expenditure requirements to the end of 2025. We have based this estimate on assumptions that may prove to be wrong, and we could
utilize our available capital resources sooner than we currently expect. We will continue to require additional financing to advance our current product
candidates through clinical development, to develop, acquire or in-license other potential product candidates and to fund operations for the foreseeable
future. We will continue to seek funds through equity offerings, debt financings or other capital sources, including potentially collaborations, licenses and
other similar arrangements. However, we may be unable to raise additional funds or enter into such other arrangements when needed on favorable terms or
at all. If we do raise additional capital through public or private equity offerings, the ownership interest of our existing stockholders will be diluted, and the
terms of these securities may include liquidation or other preferences that adversely affect our stockholders’ rights. If we raise additional capital through
debt financing, we may be subject to covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital
expenditures or declaring dividends. Any failure to raise capital as and when needed could have a negative impact on our financial condition and on our
ability to pursue our business plans and strategies. If we are unable to raise capital, we will need to delay, reduce or terminate planned activities to reduce
costs.
Because of the numerous risks and uncertainties associated with research, development and commercialization of pharmaceutical products, we are
unable to estimate the exact amount of our operating capital requirements. Our future funding requirements will depend on many factors, including, but not
limited to:
•
•
•
•
•
•
•
•
•
the scope, progress, results and costs of researching and developing our lead product candidates or any future product candidates, and
conducting nonclinical studies and clinical trials;
the timing of, and the costs involved in, obtaining regulatory approvals or clearances for our lead product candidates or any future product
candidates;
the number and characteristics of any additional product candidates we develop or acquire;
the timing of any cash milestone payments if we successfully achieve certain predetermined milestones;
the cost of manufacturing our lead product candidates or any future product candidates and any products we successfully commercialize,
including costs associated with building-out our manufacturing capabilities;
our ability to establish and maintain strategic collaborations, licensing or other arrangements and the financial terms of any such agreements
that we may enter into;
the expenses needed to attract and retain skilled personnel;
the costs associated with being a public company; and
the timing, receipt and amount of sales of any future approved or cleared products, if any.
Further, our operating plans may change, and we may need additional funds to meet operational needs and capital requirements for clinical trials
and other research and development activities. We currently have no credit facility or committed sources of capital. Because of the numerous risks and
uncertainties associated with the development and commercialization of our product candidates, we are unable to estimate the amounts of increased capital
outlays and operating expenditures associated with our current and anticipated product development programs.
Cash flows
The following table summarizes our cash flows:
Net cash (used in) provided by:
Operating activities
Investing activities
Financing activities
Net decrease in cash, cash equivalents and restricted cash
90
Year ended December 31,
2021
2022
(in thousands)
$
$
(31,866) $
(45,882)
46,409
(31,339) $
(66,907)
(76,426)
1,284
(142,049)
Operating activities
During the year ended December 31, 2022, cash used in operating activities was $31.9 million. This was primarily attributable to a net loss of
$101.1 million and by a net change of $8.7 million in our net operating assets and liabilities, offset by $51.7 million in deferred revenue received as part of
the Acadia collaboration and to non-cash charges of $26.2 million for share-based compensation, depreciation, amortization and accretion of marketable
securities, and reduction in the carrying amount of right of use assets.
During the year ended December 31, 2021, cash used in operating activities was $66.9 million and was attributable to a net loss of $85.8 million
partially offset by $0.1 million of amortization and accretion of marketable securities, and by non-cash charges of $18.6 million for share-based
compensation, depreciation, and reduction in the carrying amount of right of use assets.
Investing activities
Our investing activities during the year ended December 31, 2022 have consisted of purchases of property and equipment and net purchases of
marketable securities.
Our investing activities during the year ended December 31, 2021 have consisted of purchases of property and equipment and net purchases of
marketable securities.
Financing activities
Our financing activities during year ended December 31, 2022 consisted of $0.5 million from the exercise of stock options, $0.6 million in proceeds
from our Employee Stock Purchase Plan and $45.3 million of net proceeds from the controlled equity offering sales agreements.
Our financing activities during the year ended December 31, 2021 consisted of $0.8 million in proceeds from the issuance of common stock upon
exercise of stock options and $0.5 million in proceeds from our Employee Stock Purchase Plan.
Contractual Obligations and Commitments
The following table summarizes our contractual obligations as of December 31, 2022 and the effects that such obligations are expected to have on
our liquidity and cash flows in future periods:
Operating lease obligations
Total
Total
Less Than
1 Year
Payments Due by Period
1 to 3
Years
(in thousands)
4 to 5
Years
More than
5 Years
$
$
5,313 $
5,313 $
2,532 $
2,532 $
2,781 $
2,781 $
— $
— $
—
—
In August 2018, we entered into an agreement to lease approximately 23,000 square feet of space for a term of three years. Lease terms are triple
net lease commencing at $0.9 million per year, then with 3% annual base rent increases plus operating expenses, real estate taxes, utilities and janitorial
fees. The lease commencement date was December 10, 2018.
In September 2021, we entered into an agreement to extend the initial term of the 23,000 square foot lease for a period of three years ending
December 31, 2024. In addition, this agreement provides for the lease of an additional 15,000 square feet of rentable space beginning on April 1, 2022 and
ending on December 31, 2024. Initial monthly lease payments are approximately $0.1 million with respect to the 23,000 square feet space, and $0.1 million
with respect to the 15,000 square feet space, and in each case subject to annual rent escalations.
In December 2018, we entered into an agreement to lease 2,485 square feet of space for a term of three years. The lease includes one renewal option
for an additional two years. Lease terms commence at $0.2 million per year, with 2.5% annual base rent increases plus operating expenses, real estate taxes,
utilities and janitorial fees. We occupied this space in May 2019.
In June 2021, we amended the agreement to extend the initial term of the 2,485 square foot lease for a period of three years ending April 30, 2025.
In addition, the amendment provided for the lease of an additional 2,357 square feet of rentable
91
space beginning on July 6, 2021 and ending on April 30, 2025. The amended lease provides us with the option to extend the term of the lease for an
additional two years with a base annual rent increase of 3%.
Commitments
Our commitments primarily consist of obligations under our agreements with CSHL and the University of Southampton. As of December 31, 2022,
we were unable to estimate the timing or likelihood of achieving the milestones or making future product sales. For additional information regarding our
agreements, see “Business—License and research agreements.”
Additionally, we have entered into agreements with third-party contract manufacturers for the manufacture and processing of certain of our product
candidates for preclinical testing purposes, and we have entered and will enter into other contracts in the normal course of business with contract research
organizations for clinical trials and other vendors for other services and products for operating purposes. These agreements generally provide for
termination or cancellation, other than for costs already incurred.
Off-Balance Sheet Arrangements
During the periods presented, we did not have, nor do we currently have, any off-balance sheet arrangements as defined under SEC rules.
Critical Accounting Policies and Significant Judgments and Estimates
Our management’s discussion and analysis of our financial condition and results of operations is based on our consolidated financial statements,
which have been prepared in accordance with generally accepted accounting principles, or GAAP. The preparation of these consolidated financial
statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets
and liabilities at the date of the consolidated financial statements, as well as the reported expenses incurred during the reporting periods. Our estimates are
based on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis
for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and
future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements appearing elsewhere in this
Annual Report on Form 10-K, we believe that the following accounting policies are the most critical in order to fully understand and evaluate our financial
condition and results of operations.
Revenue Recognition
We recognize revenue in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers (“ASC
606”). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, and
financial instruments. Under ASC 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that
reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that
an entity determines are within the scope of ASC 606, the entity performs the following five-step analysis: (i) identify the contract(s) with a customer; (ii)
identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in
the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. We only apply the five-step analysis to contracts when it
is probable that the entity will collect the consideration to which it is entitled in exchange for the goods or services it transfers to the customer. As part of
the accounting for these arrangements, we must use significant judgment to determine: (a) the number of performance obligations based on the
determination under step (ii) above; (b) the transaction price under step (iii) above; and (c) the timing of satisfaction of performance obligations as a
measure of progress in step (v) above.
For contracts determined to be within the scope of ASC 606, we assess whether the goods or services promised within each contract are distinct to
identify those that are performance obligations. This assessment involves subjective determinations and requires management to make judgments about the
individual promised goods or services and whether such are separable from the other aspects of the contractual relationship. Promised goods and services
are considered distinct
92
provided that: (i) the customer can benefit from the good or service either on its own or together with other resources that are readily available to the
customer, and (ii) the entity’s promise to transfer the good or service to the customer is separately identifiable from other promises in the contract. In
assessing whether a promise or performance obligation is distinct from the other promises, we consider factors such as the research, development,
manufacturing and commercialization capabilities of the customer and the availability of the associated expertise in the general marketplace. In addition,
we consider whether the customer can benefit from a promise for its intended purpose without the receipt of the remaining promise, whether the value of
the promise is dependent on the unsatisfied promise, whether there are other vendors that could provide the remaining promise, and whether it is separately
identifiable from the remaining promise. For licenses that are combined with other promises, we utilize judgment to assess the nature of the combined
performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the
appropriate method of measuring progress for purposes of recognizing revenue.
The licenses of our intellectual property granted to Acadia were not determined to be distinct from the other promises or performance obligations,
i.e., research and development services, identified in the arrangement. Accordingly, such licenses are therefore combined with research and development
services in the arrangement. Payments or reimbursements resulting from our research and development efforts are recognized as the services are performed
and presented on a gross basis because we are the principal for such efforts.
The transaction price (the amount of consideration we expect to be entitled to from a customer in exchange for the promised good or services) is
determined and allocated to the identified performance obligations in proportion to their standalone selling prices (“SSP”) on a relative SSP basis. SSP is
determined at contract inception and is not updated to reflect changes between contract inception and when the performance obligations are satisfied.
We use significant judgment to determine whether milestone payments or other variable consideration, except for royalties, should be included in
the transaction price. The transaction price is allocated to each performance obligation based on the relative standalone selling prices of each performance
obligation in the contract, and we recognize revenue based on those amounts when, or as, the performance obligations under the contract are satisfied. Any
variable consideration is constrained, and therefore, the cumulative revenue associated with this consideration is not recognized until it is deemed not to be
at significant risk of reversal.
We then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation(s) when (or as) each
performance obligation is satisfied, either at a point in time or over time, and if over time recognition is based on the appropriate method of measuring
progress for purposes of recognizing revenue. We evaluate the measure of progress each reporting period and, if necessary, adjusts the measure of
performance and related revenue recognition. Amounts received prior to being recognized as revenue are recorded as deferred revenue. Amounts expected
to be recognized as revenue within the 12 months following the balance sheet date are classified as current portion of deferred revenue in the accompanying
consolidated balance sheets. Amounts not expected to be recognized as revenue within the 12 months following the balance sheet date are classified as
deferred revenue, net of current portion.
Customer options: If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the
goods and services underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are
contingent upon option exercise. We evaluate the customer options for material rights, that is, the option to acquire additional goods or services for free or
at a discount. If the customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at
the outset of the arrangement. We allocate the transaction price to material rights based on the standalone selling price. As a practical alternative to
estimating the standalone selling price when the goods or services are both (i) similar to the original goods and services in the contract and (ii) provided in
accordance with the terms of the original contract, we allocate the total amount of consideration expected to be received from the customer to the total
goods or services expected to be provided to the customer. Amounts allocated to any material right are not recognized as revenue until the option is
exercised and the performance obligation is satisfied.
No such material rights were identified in the arrangement with Acadia. If such material rights were identified, then we would allocate the
transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the probability
that the customer will exercise the option. Amounts allocated to a material right are not recognized or begin to be recognized as revenue until, at the
earliest, the option is exercised.
93
Milestone payments: At the inception of each arrangement that includes milestone payments, we evaluate whether a significant reversal of
cumulative revenue provided in conjunction with achieving the milestones is probable and estimate the amount to be included in the transaction price using
the most likely amount method. If it is probable that a significant reversal of cumulative revenue would not occur, the associated milestone value is
included in the transaction price. Milestone payments that are not within the control of us or the licensee, such as regulatory approvals, are not considered
probable of being achieved until those approvals are received. For other milestones, we evaluate factors such as the scientific, clinical, regulatory,
commercial, and other risks that must be overcome to achieve the particular milestone in making this assessment. There is considerable judgment involved
in determining whether it is probable that a significant reversal of cumulative revenue would not occur. At the end of each subsequent reporting period, we
reevaluate the probability of achievement of all milestones subject to constraint and, if necessary, adjusts its estimate of the overall transaction price. Any
such adjustments are recorded on a cumulative catch-up basis, which would affect revenues and earnings in the period of adjustment.
Accrued research and development expenses
As part of the process of preparing financial statements, we are required to estimate and accrue research and development expenses. This process
involves the following:
•
•
•
communicating with our applicable personnel to identify services that have been performed on our behalf and estimating the level of service
performed and the associated cost incurred for the service when we have not yet been invoiced or otherwise notified of actual cost;
estimating and accruing expenses in our consolidated financial statements as of each balance sheet date based on facts and circumstances
known to us at the time; and
periodically confirming the accuracy of our estimates with selected service providers and making adjustments, if necessary.
Examples of estimated research and development expenses that we accrue include:
•
•
•
fees paid to investigative sites in connection with clinical studies;
fees paid to contract manufacturing organizations in connection with non-clinical development, preclinical research, and the production of
clinical study materials; and
professional service fees for consulting and related services.
We base our expense accruals related to non-clinical development, preclinical studies, and clinical trials on our estimates of the services received
and efforts expended pursuant to contracts with organizations/consultants that conduct and manage clinical studies on our behalf. The financial terms of
these agreements vary from contract to contract and may result in uneven payment flows. Payments under some of these contracts may depend on many
factors, such as the successful enrollment of patients, site initiation, and the completion of clinical study milestones.
Our service providers invoice us monthly in arrears for services performed. In accruing service fees, we estimate the time period over which
services will be performed and the level of effort to be expended in each period. If we do not identify costs that we have begun to incur, or if we
underestimate or overestimate the level of services performed or the costs of these services, our actual expenses could differ from our estimates. To date,
we have not experienced significant changes in our estimates of accrued research and development expenses after a reporting period. However, due to the
nature of estimates, we cannot assure you that we will not make changes to our estimates in the future as we become aware of additional information about
the status or conduct of our clinical trials and other research activities.
Stock-Based Compensation
Stock options
We recognize compensation costs related to share-based awards granted to employees and directors, including stock options, based on the estimated
fair value of the awards on the date of grant. We estimate the grant date fair value, and the resulting stock-based compensation, using the Black-Scholes
option-pricing model. The grant date fair value of the stock-based awards is recognized on a straight-line basis over the requisite service period, which is
generally the vesting period of the respective awards.
94
The Black-Scholes option-pricing model requires the use of subjective assumptions to determine the fair value of stock-based awards. These
assumptions include:
•
•
•
•
•
Fair value of common stock—Historically, for all periods prior to our initial public offering, the fair value of the shares of common stock
underlying our share-based awards was estimated on each grant date by our board of directors. To determine the fair value of our common
stock underlying option grants, our board of directors considered, among other things, valuations of our common stock prepared by an
unrelated third-party valuation firm in accordance with the guidance provided by the American Institute of Certified Public Accountants
Practice Guide, Valuation of Privately-Held-Company Equity Securities Issued as Compensation, or the Practice Aid. Since becoming a
public company we have used our stock price to determine fair value of our common stock.
Expected term—The expected term represents the period that stock-based awards are expected to be outstanding. The expected term for
option grants is determined using the simplified method. The simplified method deems the expected term to be the midpoint between the
vesting date and the contractual life of the stock-based awards.
Expected volatility— We completed our IPO in June 2019 and accordingly, we lack sufficient company-specific historical and implied
volatility information for our shares traded in the public markets. Therefore, we estimate our expected share price volatility based on a blend
of our historical volatility and the historical volatility of publicly traded peer companies and expect to continue to do so until such time as
we have adequate historical data regarding the volatility of our own traded share price. The comparable companies were chosen based on
their similar size, stage in the life cycle or area of specialty.
Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury zero coupon issues in effect at the time of grant for periods
corresponding with the expected term of option.
Expected dividend—We have never paid dividends on our common stock and have no plans to pay dividends on our common stock.
Therefore, we used an expected dividend yield of zero.
The following table presents the weighted-average assumptions used to estimate the fair value of share-based awards granted:
Risk-free interest rate
Expected dividend yield
Expected life
Expected volatility
Year ended December 31,
2022
1.82-4.15%
0%
5.5-6.25 years
70-71%
2021
0.78-1.51%
0%
5.5-6.25 years
70-73%
We will continue to use judgment in evaluating the assumptions utilized for our share-based compensation expense calculations on a prospective
basis. In addition to the assumptions used in the Black-Scholes option-pricing model, the amount of stock-based compensation expense we recognize in our
consolidated financial statements includes actual stock option forfeitures.
Other Information
Net operating loss carryforwards
As of December 31, 2022 and 2021, the Company had federal net operating loss carryforwards of $210.9 million and $191.1 million, respectively,
which may be available to reduce future taxable income, and expire at various dates beginning in 2034, for those net operating loss carryforwards generated
prior to 2018. Net operating losses generated in 2018 and beyond have no expiration. As of December 31, 2022 and 2021, the Company had state net
operating loss carry forwards of $212.8 million and $191.4 million, respectively, which may be available to reduce future taxable income and expire at
various dates beginning in 2035. In addition, at December 31, 2022 and 2021, the Company had federal research and development tax credit carryforwards
of $9.2 million and $5.4 million, respectively, and state research and development tax credit carry forwards of $4.3 million and $3.0 million,
respectively. Both federal and state research and development tax credit carry forwards may be available to reduce future tax liabilities and expire at
various dates beginning in 2030.
In accordance with ASC 740, Accounting for Income Taxes, management of the Company has evaluated the positive and negative evidence bearing
upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards. Management has determined that it is
more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets and, as a result, a full valuation allowance of
$97.9 million and $66.0
95
million was established at December 31, 2022 and 2021, respectively. The change in the valuation allowance was an increase of $31.8 million and $28.8
million in 2022 and 2021, respectively.
Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual
limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the Code) due to ownership changes that have occurred
previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future
taxable income. The Company has not conducted a formal study to assess whether a change of control has occurred or whether there have been multiple
changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of
control, as defined for purposes of Section 382 and 383 of the Code, at any time since inception, utilization of the net operating loss carryforwards or
research and development tax credit carryforwards may be subject to an annual limitation under Section 382 and 383 of the Code, which is determined by
first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be
subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and
development tax credit carryforwards before utilization.
We apply ASC 740 related to accounting for uncertainty in income taxes. The Company’s reserves related to income taxes are based on a
determination of whether, and how much of, a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized
following resolution of any potential contingencies present related to the tax benefit. At December 31, 2022, and 2021 the Company had no unrecognized
tax benefits. Interest and penalty charges, if any, related to unrecognized tax benefits would be classified as income tax expense in the accompanying
consolidated statements of operations and comprehensive loss.
Emerging Growth Company and Smaller Reporting Company Status
We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act. Under the JOBS Act,
emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until such time as
those standards apply to private companies.
We have elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for
public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of
the extended transition period provided in the JOBS Act.
As a result, our consolidated financial statements may not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
We will remain an emerging growth company until the earliest of (i) the last day of our first fiscal year (a) following the fifth anniversary of the
completion of our IPO, (b) in which we have total annual gross revenues of at least $1.07 billion, or (c) when we are deemed to be a large accelerated filer,
which means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the prior June 30th and (ii) the date on which
we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year period.
We are also a “smaller reporting company,” meaning that the market value of our stock held by non-affiliates was less than $700 million and our
annual revenue is less than $100 million during the most recently completed fiscal year. We will continue to be a smaller reporting company for so long as
either (i) the market value of our stock held by non-affiliates is less than $250 million or (ii) our annual revenue is less than $100 million during the most
recently completed fiscal year and the market value of our stock held by non-affiliates is less than $700 million. If we are a smaller reporting company at
the time we cease to be an emerging growth company, we may continue to rely on exemptions from certain disclosure requirements that are available to
smaller reporting companies. Specifically, as a smaller reporting company we may choose to present only the two most recent fiscal years of audited
financial statements in our Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting companies have reduced disclosure
obligations regarding executive compensation.
96
Recently Issued Accounting Pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance
removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim
periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members
of a consolidated group. This ASU is effective for interim and annual periods beginning after December 15, 2020, and early adoption is permitted. The
Company adopted this standard on January 1, 2021 and the adoption of this update did not have a material impact on its consolidated financial statements.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Interest rate risk
We are exposed to market risks in the ordinary course, primarily including interest sensitivities. As of December 31, 2022, we had cash, cash
equivalents, marketable securities, and restricted cash of $230.2 million and $220.4 million as of December 31, 2021. Our primary exposure to market risk
is interest rate sensitivity, which is affected by changes in the general level of U.S. interest rates. A hypothetical 100 basis point change in interest rates
would affect the fair market value of our cash equivalents and marketable securities by approximately $2.3 million.
Inflation risk
Inflation generally affects us by increasing our clinical trial costs. We do not believe that inflation has had a material effect on our business,
financial condition or results of operations during the years ended December 31, 2022 or 2021.
Item 8. Financial Statements and Supplementary Data.
The financial statements required to be filed pursuant to this Item 8 are appended to this report. An index of those financial statements is found in
Item 15 of Part IV of this Annual Report on Form 10-K.
Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Management’s Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our Chief Financial Officer (Our principal accounting officer) and
Chief Executive Officer (Our principal executive officer), we evaluated the effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (Exchange Act)) as of December 31,
2022. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other
procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports
that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and
principal financial officers, as appropriate, to allow timely decisions regarding required disclosure. Management recognizes that any controls and
procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily
applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on our management’s evaluation (with the
participation of our Chief Executive Officer and our Chief Financial Officer), as of the end of the period covered by this report, our Chief Executive Officer
and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level.
97
Management’s Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) of
the Exchange Act. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this
assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal
Control—Integrated Framework issued in 2013. Based upon the assessments, management has concluded that as of December 31, 2022 our internal control
over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial
statements in accordance with GAAP.
This Annual Report on Form 10-K does not include an attestation report from our independent registered public accounting firm due to a transition
period established by the rules of the Securities and Exchange Commission for newly public companies. Additionally, for so long as we remain an
“emerging growth company” under the JOBS Act or a “smaller reporting company,” our independent registered public accounting firm is not required to
attest to the effectiveness of our internal control over financial reporting.
Changes in Internal Control over Financial Reporting
There has been no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during
the period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We
have not experienced any material impact to our internal controls over financial reporting despite the fact that most of our employees are working remotely
due to the COVID-19 pandemic. We are continually monitoring and assessing the COVID-19 situation on our internal controls to minimize the impact on
their design and operating effectiveness.
Inherent Limitations on Effectiveness of Controls
Internal control over financial reporting may not prevent or detect all errors and all fraud. Any controls and procedures, no matter how well
designed and operated, can provide only reasonable assurance of achieving the desired control objective and management necessarily applies its judgment
in evaluating the cost-benefit relationship of possible controls and procedures.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions That Prevent Inspections.
None.
98
Item 10. Directors, Executive Officers and Corporate Governance.
PART III
The information required by this Item 10 will be included in our Definitive Proxy Statement to be filed with the Securities and Exchange
Commission, or SEC, with respect to our 2023 Annual Meeting of Stockholders and is incorporated herein by reference.
We have adopted a Code of Conduct that applies to all of our officers, directors, and employees, including our principal executive officer, principal
financial officer, principal accounting officer, and controller, or persons performing similar functions, which is posted on our website. Our Code of Conduct
is a “code of ethics,” as defined in Item 406(b) of Regulation S-K. We will make any legally required disclosures regarding amendments to, or waivers of,
provisions of our Code of Conduct on our website. The information contained on, or accessible from, our website is not part of this Annual Report on Form
10-K by reference or otherwise.
Item 11. Executive Compensation.
The information required by this Item 11 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2023
Annual Meeting of Stockholders and is incorporated herein by reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
The information required by this Item 12 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2023
Annual Meeting of Stockholders and is incorporated herein by reference.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
The information required by this Item 13 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2023
Annual Meeting of Stockholders and is incorporated herein by reference.
Item 14. Principal Accounting Fees and Services.
The information required by this Item 14 will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2023
Annual Meeting of Stockholders and is incorporated herein by reference.
99
Item 15. Exhibits, Financial Statement Schedules.
(a) The following documents are filed as a part of this Form 10-K:
Financial Statements
PART IV
Our consolidated financial statements are listed in the “Index to Consolidated Financial Statements” under Part II, Item 8 of this Form 10-K.
Financial Statement Schedules
Financial statement schedules not listed have been omitted because they are not applicable, or the required information is shown in the consolidated
financial statements or notes thereto.
Exhibits
Exhibit
Number
3.1
3.2
4.1
4.2
Description
Form
File No.
Exhibit
Filing Date
Exhibit
Filed/Furnished
Herewith
Restated Certificate of Incorporation.
10-Q 001-38938 August 14, 2019
Restated Bylaws, as amended.
8-K 001-38938 February 3, 2023
Form of Common Stock Certificate.
S-1
333-231700
June 7, 2019
Description of Common Stock Registered Under Section 12 of the
10-K 001-38938 March 9, 2021
Securities Exchange Act of 1934.
No.
3.1
3.1
4.1
4.3
10.1*
Form of Indemnification Agreement with directors and officers.
S-1
333-231700
June 7, 2019
10.2*
2014 Equity Incentive Plan, as amended, and forms of award
S-1
333-231700 May 23, 2019
agreements.
10.3*
2019 Equity Incentive Plan, and forms of award agreements.
10.1
10.2
X
10.4*
2019 Employee Stock Purchase Plan, and forms of award
S-1
333-231700
June 7, 2019
10.5
agreements.
10.5*
Amended and Restated Executive Employment Agreement, by and
10-Q 001-38938 November 12,
10.1
between the Registrant and Edward M. Kaye, effective as of October
21, 2020.
2020
10.6*
10.7*
Amended and Restated Executive Employment Agreement, by and
between the Registrant and Stephen J. Tulipano, effective as of
October 21, 2020.
Amended and Restated Executive Employment Agreement, by and
between the Registrant and Barry Ticho, effective as of October 21,
2020.
10-Q 001-38938 November 12,
10.2
2020
10-K 001-38938 March 9, 2021
10.7
10.8*
Change of Control and Severance Agreement, by and between the
Registrant and Edward M. Kaye, effective as of October 21, 2020.
10-Q 001-38938 November 12,
10.4
2020
10.9*
Change of Control and Severance Agreement, by and between the
10-Q 001-38938 November 12,
10.5
Registrant and Stephen J. Tulipano, effective as of October 21, 2020.
2020
10.10*
Change of Control and Severance Agreement, by and between the
10-K 001-38938 March 9, 2021 10.10
Registrant and Barry Ticho, effective as of October 21, 2020.
10.11
Lease Agreement, dated as of September 8, 2021, by and between
10-Q 001-38938 November 8, 2021
10.1
ARE-MA Region No. 24, LLC and the Registrant.
100
Exhibit
Number
10.12
10.13†
Lease Agreement, by and between MIT 139 Main Street Leasehold
10-Q 001-38938 August 10, 2021
LLC, and the Registrant., as amended to date.
Description
Form
File No.
Exhibit
Filing Date
Exhibit
No.
10.1
Filed/Furnished
Herewith
License and Collaboration Agreement, dated as of January 9, 2022,
by and between Acadia Pharmaceuticals Inc. and the Registrant.
10-Q 001-38938 May 10, 2022
10.1
10.14
Scientific Advisory Board Agreement by and between the Registrant
10-Q 001-38938 August 8, 2022
10.1
and Adrian Krainer, Ph.D., dated June 1, 2022.
10.15
Controlled Equity Offering Sales Agreement, dated as of May 20,
S-3
333-265107 May 20, 2022
1.2
2022, between the Registrant and Cantor Fitzgerald & Co..
21.1
23.1
31.1
31.2
Subsidiary of the Registrant.
S-1
333-231700 May 23, 2019
21.1
Consent of independent registered public accounting firm.
Certification of Principal Executive Officer Pursuant to Rules 13a-
14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
Certification of Principal Executive Officer Pursuant to Rules 13a-
14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as
Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002.
32.1**
Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
32.2**
Certification of Principal Financial Officer Pursuant to 18 U.S.C.
Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-
Oxley Act of 2002.
101.INS Inline XBRL Instance Document.
101.SCH Inline XBRL Taxonomy Extension Schema Document.
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase
Document.
104
Inline Cover Page Interactive Data File (formatted as inline XBRL
and contained in Exhibit 101).
X
X
X
X
X
X
X
X
X
X
X
X
†
*
**
Registrant has omitted certain portions of the exhibit pursuant to Item 601(b)(10) of Regulation S-K.
Indicates a management contract or compensatory plan or arrangement in which directors or executive officers are eligible to participate.
The certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-K and are not deemed “filed” for purposes of
Section 18 of the Exchange Act, or otherwise subject to the liability of that section, nor shall they be deemed incorporated by reference into any
filing under the Securities Act or the Exchange Act.
Item 16. Form 10-K Summary
None.
101
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual
Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
SIGNATURES
Date: March 6, 2023
By:
/s/ Edward M. Kaye, M.D.
Edward M. Kaye, M.D.
Chief Executive Officer
POWER OF ATTORNEY
STOKE THERAPEUTICS, INC.
Each person whose individual signature appears below hereby authorizes and appoints Edward M. Kaye and Stephen J. Tulipano, and each of them,
with full power of substitution and re-substitution and full power to act without the other, as his or her true and lawful attorney-in-fact and agent to act in
his or her name, place and stead and to execute in the name and on behalf of each person, individually and in each capacity stated below, and to file any and
all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing, ratifying and confirming all that said attorneys-in-fact and agents or any of them or their or his substitute or substitutes may
lawfully do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been signed below by the
following persons on behalf of the Registrant in the capacities and on the dates indicated.
Name
/s/ Edward M. Kaye
Edward M. Kaye, M.D.
/s/ Stephen J. Tulipano
Stephen J. Tulipano
/s/ Julie A. Smith
Julie A. Smith
/s/ Seth L. Harrison
Seth L. Harrison, M.D.
/s/ Adrian R. Krainer
Adrian R. Krainer, Ph.D.
/s/ Arthur A. Levin
Arthur A. Levin, Ph.D.
/s/ Arthur O. Tzianabos
Arthur O. Tzianabos, Ph.D.
/s/ Jennifer C. Burstein
Jennifer C. Burstein
/s/ Garry E. Menzel
Garry E. Menzel
Title
Chief Executive Officer and Director
(Principal Executive Officer)
Chief Financial Officer
(Principal Financial and Accounting Officer)
Director
Director
Director
Director
Director
Director
Director
102
Date
March 6, 2023
March 6, 2023
March 6, 2023
March 6, 2023
March 6, 2023
March 6, 2023
March 6, 2023
March 6, 2023
March 6, 2023
STOKE THERAPEUTICS, INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of independent registered public accounting firm
Consolidated balance sheets
Consolidated statements of operations and comprehensive loss
Consolidated statements of stockholders’ equity
Consolidated statements of cash flows
Notes to consolidated financial statements
103
Page
104
105
106
107
108
109
Report of independent registered public accounting firm
To the Stockholders and Board of Directors
Stoke Therapeutics, Inc.:
Opinion on the Consolidated Financial Statements
We have audited the accompanying consolidated balance sheets of Stoke Therapeutics, Inc. and subsidiary (the Company) as of December 31, 2022 and
2021, the related consolidated statements of operations and comprehensive loss, stockholders’ equity, and cash flows for each of the years in the two-year
period ended December 31, 2022, and the related notes (collectively, the consolidated financial statements). In our opinion, the consolidated financial
statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations
and its cash flows for each of the years in the two-year period ended December 31, 2022, in conformity with U.S. generally accepted accounting principles.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the
applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain
an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal
control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or
fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and
disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by
management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis
for our opinion.
/s/ KPMG LLP
We have served as the Company’s auditor since 2019.
Boston, Massachusetts
March 6, 2023
104
Stoke Therapeutics, Inc.
Consolidated balance sheets
(in thousands, except share and per share amounts)
Assets
Current assets:
Cash and cash equivalents
Marketable securities
Prepaid expenses
Other current assets
Deferred financing costs
Interest receivable
Total current assets
Restricted cash
Operating lease right-of-use assets
Property and equipment, net
Total assets
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable
Accrued and other current liabilities
Deferred revenue - current portion
Total current liabilities
Deferred revenue - net of current portion
Other long term liabilities
Total long term liabilities
Total liabilities
Commitments and contingencies (Note 7)
Stockholders’ equity
Common stock, par value of $0.0001 per share; 300,000,000 shares authorized, 39,439,575 and
36,902,499 shares issued and outstanding as of December 31, 2022 and 2021, respectively
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total stockholders’ equity
Total liabilities and stockholders’ equity
The accompanying notes are an integral part of these consolidated financial statements.
105
As of December 31,
2022
2021
$
$
$
$
$
$
$
$
$
113,556 $
116,039
10,932
2,955
—
588
244,070 $
569
4,753
6,675
256,067 $
766 $
15,748
14,880
31,394 $
36,856
2,968
39,824 $
71,218 $
4
483,170
(1,175)
(297,150)
184,849 $
256,067 $
144,895
74,915
6,943
2,216
117
132
229,218
569
4,939
4,139
238,865
2,385
14,754
—
17,139
—
3,949
3,949
21,088
4
414,024
(168)
(196,083)
217,777
238,865
Stoke Therapeutics, Inc.
Consolidated statements of operations and comprehensive loss
(in thousands, except share and per share amounts)
Revenue
Operating expenses:
Research and development
General and administrative
Total operating expenses
Loss from operations
Other income (expense):
Interest income (expense), net
Other income (expense), net
Total other income (expense)
Net loss
Net loss per share—basic and diluted
Weighted average common shares outstanding—basic and diluted
Comprehensive loss:
Net loss
Other comprehensive loss:
Unrealized loss on marketable securities
Total other comprehensive loss
Comprehensive loss
The accompanying notes are an integral part of these consolidated financial statements.
106
Year Ended
December 31,
2022
2021
$
12,405 $
77,837
38,924
116,761
(104,356)
3,122
167
3,289
(101,067) $
(2.60) $
38,897,442
(101,067) $
(1,007)
(1,007) $
(102,074) $
$
$
$
$
$
—
54,168
31,897
86,065
(86,065)
120
140
260
(85,805)
(2.34)
36,739,269
(85,805)
(168)
(168)
(85,973)
Stoke Therapeutics, Inc.
Consolidated statements of stockholders’ equity
(in thousands, except share and per share amounts)
Common Stock
Additional
paid-in
Accumulated
Other
Comprehensive
Accumulated
Balance as of December 31, 2020
Unrealized loss on marketable securities
Stock-based compensation
Issuance of common stock upon exercise of
stock options
Issuance of common stock related to employee
stock purchase plan
Issuance of common stock upon follow-on
offering, net of underwriting discounts,
commissions, and offering costs
Net loss
Balance as of December 31, 2021
Unrealized loss on marketable securities
Stock-based compensation
Issuance of common stock upon exercise of
stock options
Issuance of common stock related to employee
stock purchase plan
Shares sold at the market
Net loss
Balance as of December 31, 2022
Shares
Amount
capital
Gain (Loss)
Stockholders’
equity
36,577,149 $
—
—
304,857
20,493
—
—
36,902,499 $
—
—
4
$
—
—
—
—
—
—
4 $
—
—
396,352
$
—
16,450
777
509
(64)
—
414,024 $
—
22,854
-
$
(168)
—
—
—
deficit
(110,278) $
—
—
—
—
—
—
(168) $
(1,007)
—
—
(85,805)
(196,083) $
—
—
286,078
(168)
16,450
777
509
(64)
(85,805)
217,777
(1,007)
22,854
269,288
—
494
—
—
494
44,002
2,223,786
—
39,439,575 $
—
—
—
4 $
570
45,228
—
483,170 $
—
—
—
(1,175) $
—
—
(101,067)
(297,150) $
570
45,228
(101,067)
184,849
The accompanying notes are an integral part of these consolidated financial statements.
107
Stoke Therapeutics, Inc.
Consolidated statements of cash flows
(in thousands)
Cash flows from operating activities:
Net loss
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation
Amortization and accretion of marketable securities
Stock-based compensation
Loss on disposal of property and equipment
Reduction in the carrying amount of right of use assets
Changes in assets and liabilities:
Prepaid expenses and other current assets
Accounts payable and accrued liabilities
Deferred revenue
Net cash used in operating activities
Cash flows from investing activities:
Purchases of property and equipment
Purchases of marketable securities
Sales of marketable securities
Net cash used in investing activities
Cash flows from financing activities:
Proceeds from issuance of common stock upon exercise of stock options
Proceeds from Employee Stock Purchase Plan
Proceeds from controlled equity offering sales agreement
Other
Net cash provided by financing activities
Net decrease in cash, cash equivalents and restricted cash
Cash, cash equivalents and restricted cash—beginning of year
Cash, cash equivalents and restricted cash—end of year
Supplemental Disclosure of Non-Cash Investing and Financing Activities:
Right-of-use assets recognized in exchange for operating leases
Property and equipment included in accrued expense and accounts payable
The accompanying notes are an integral part of these consolidated financial statements.
108
Year Ended December 31,
2022
2021
$
(101,067) $
(85,805)
1,546
(211)
22,854
—
1,989
(5,183)
(3,530)
51,736
(31,866)
(3,962)
(201,320)
159,400
(45,882)
494
570
45,344
1
46,409
(31,339)
145,464
114,125 $
974
143
16,450
29
1,256
(2,851)
2,897
—
(66,907)
(1,200)
(87,226)
12,000
(76,426)
777
509
—
(2)
1,284
(142,049)
287,513
145,464
1,802
121
$
$
5,081
1,267
$
$
$
Stoke Therapeutics, Inc. and subsidiary
Notes to consolidated financial statements
(in thousands, except share and per share amounts)
1. Nature of the business and basis of presentation
Organization
Stoke Therapeutics, Inc. (the Company) was founded in June 2014 and was incorporated under the laws of the State of Delaware. The Company is
an early-stage biopharmaceutical company pioneering a new way to treat the underlying causes of severe genetic diseases by precisely upregulating protein
expression.
Shelf Registration
In July 2020, the Company filed a universal Shelf Registration statement on Form S-3 (the “Prior Registration Statement”) with the Securities and
Exchange Commission (the “SEC”). The Prior Registration Statement was declared effective by the SEC on July 20, 2020, and contained two
prospectuses: a base prospectus, which covered the offering, issuance and sale by the Company of up to a maximum aggregate offering price of
$400,000,000 of its common stock, preferred stock, debt securities, warrants to purchase common stock, preferred stock or debt securities, subscription
rights to purchase common stock, preferred stock or debt securities and/or units consisting of some or all of these securities; and a sales agreement
prospectus covering the offering, issuance and sale by the Company of up to a maximum aggregate offering price of $150,000,000 of its common stock that
may be issued and sold under a Controlled Equity Offering Sales Agreement (“Prior Sales Agreement”). On May 31, 2022, the Prior Registration
Statement was deactivated upon the effectiveness of the Registration Statement (as defined below). As of such date, the Company had issued
approximately 2.2 million shares of common stock in connection with the Prior Sales Agreement for net proceeds of $45.3 million.
In May 2022, the Company filed an additional universal Shelf Registration statement on Form S-3 (the “Registration Statement”) with the SEC.
The Registration Statement was declared effective by the SEC on May 31, 2022, and contains two prospectuses: a base prospectus, which covers the
offering, issuance and sale by the Company of up to a maximum aggregate offering price of $400,000,000 of its common stock, preferred stock, debt
securities, warrants to purchase common stock, preferred stock or debt securities, subscription rights to purchase common stock, preferred stock or debt
securities and/or units consisting of some or all of these securities; and a sales agreement prospectus covering the offering, issuance and sale by the
Company of up to a maximum aggregate offering price of $150,000,000 of its common stock that may be issued and sold under a Controlled Equity
Offering Sales Agreement (“Sales Agreement”). The specific terms of any securities to be offered pursuant to the base prospectus will be specified in a
prospectus supplement to the base prospectus. The $150,000,000 of common stock that may be offered, issued and sold under the sales agreement
prospectus is included in the $400,000,000 of securities that may be offered, issued and sold by the Company under the base prospectus. As of December
31, 2022, the Company had not issued any shares pursuant to the Sales Agreement. Since December 31, 2022, we sold approximately 4.6 million shares of
our common stock and received $44.7 million after deducting commissions related to the Sales Agreement. We may terminate this at-the-market program at
any time, pursuant to its terms.
Uncertainties
The Company is subject to risks and uncertainties common to early-stage companies in the biotechnology industry including, but not limited to,
development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with
government regulations and ability to secure additional capital to fund operations. Product candidates currently under development will require significant
additional research and development efforts, including extensive preclinical and clinical testing and regulatory approval prior to commercialization. These
efforts require significant amounts of additional capital, adequate personnel and infrastructure and extensive compliance-reporting capabilities. Even if the
Company’s product development efforts are successful, it is uncertain when, if ever, the Company will realize significant revenue from product sales.
Liquidity
The Company expects that its operating losses and negative cash flows will continue for the foreseeable future. As of the issuance date of these
consolidated financial statements, the Company expects that its cash, cash equivalents, marketable securities and restricted cash will be sufficient to fund its
operating expenses and capital expenditure requirements through at least twelve months from the issuance date of these consolidated financial statements.
109
2. Summary of significant accounting policies and recent accounting pronouncements
Basis of presentation and consolidation
The accompanying consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles
(GAAP), and include the accounts of Stoke Therapeutics, Inc. and its wholly-owned subsidiary. Any reference in these notes to applicable guidance is
meant to refer to GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial
Accounting Standards Board (“FASB”). All intercompany transactions between and among the Company and its consolidated subsidiary have been
eliminated.
Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets, liabilities, equity, expenses and disclosure of contingent assets and liabilities. Estimates are periodically reviewed in light of
changes in circumstances, facts and experience. Actual results could differ from those estimates.
Cash and cash equivalents
The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash
equivalents. The Company deposits its cash in checking, sweep and money market accounts.
Restricted cash
At December 31, 2022, restricted cash consisted of money market accounts collateralizing letters of credit issued as security deposits in connection
with the Company’s leases of its corporate facilities.
The following table reconciles cash and cash equivalents and restricted cash per the consolidated balance sheets to the statement of cash flows:
Cash and cash equivalents
Restricted cash
As of December 31,
2022
2021
113,556 $
569
114,125 $
144,895
569
145,464
$
$
Marketable Securities
Marketable securities consist of government securities and obligations, corporate bonds and commercial paper with original maturities of more than
90 days. Investments are classified as available-for-sale and are recorded on the balance sheet at fair value with unrealized gains or losses reported as a
separate component of other comprehensive income/(loss). Management determines the appropriate classification of its investments at the time of purchase
and reevaluates such determination at each balance sheet date.
Concentration of credit risk
Financial instruments that potentially expose the Company to concentrations of credit risk primarily consist of cash and cash equivalents. The
Company maintains its cash and cash equivalents at an accredited financial institution in amounts that exceed federally insured limits. The Company does
not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships.
110
Fair value of financial instruments
ASC Topic 820, Fair Value Measurement (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes
between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are those
that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable
inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are
developed based on the best information available in the circumstances. ASC 820 identifies fair value as the exchange price, or exit price, representing the
amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering
market participant assumptions in fair value measurements, ASC 820 establishes a three-tier value hierarchy that distinguishes between the following:
Level 1—Quoted market prices in active markets for identical assets or liabilities.
Level 2—Inputs other than Level 1 inputs that are either directly or indirectly observable, such as quoted market prices, interest rates and yield
curves.
Level 3—Unobservable inputs developed using estimates of assumptions developed by the Company, which reflect those that a market participant
would use.
To the extent the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair values
requires more judgment. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for instruments categorized as
Level 3. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value
measurement.
Revenue recognition
The Company recognizes revenue in accordance with ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”). This standard applies
to all contracts with customers, except for contracts that are within the scope of other standards. Under ASC 606, an entity recognizes revenue when its
customer obtains control of promised goods or services, in an amount that reflects the consideration which the entity expects to receive in exchange for
those goods or services.
In January 2022, the Company entered into a collaboration and licensing agreement with Acadia Pharmaceuticals, Inc. (“Acadia”) which is within
the scope of ASC 606 (see Note 8). In determining the appropriate amount of revenue to be recognized as it fulfills its obligations under this agreement,
the Company performs the following steps: (i) identification of the promised goods or services in the contract; (ii) determination of whether the promised
goods or services are performance obligations including whether they are distinct in the context of the contract; (iii) measurement of the transaction price,
including the constraint on variable consideration; (iv) allocation of the transaction price to the performance obligations; and (v) recognition of revenue
when (or as) the Company satisfies each performance obligation. As part of the accounting for this arrangement, the Company must use its judgment to
determine: (a) the number of performance obligations based on the determination under step (ii) above; (b) the transaction price under step (iii) above;
(c) the stand-alone selling price for each performance obligation identified in the contract for the allocation of transaction price in step (iv) above; and
(d) the contract term and pattern of satisfaction of the performance obligations under step (v) above. The Company uses judgment to determine whether
milestones or other variable consideration, except for royalties, should be included in the transaction price as described. The transaction price is allocated to
each performance obligation on a relative stand-alone selling price basis, for which the Company recognizes revenue as or when the performance
obligations under the contract are satisfied.
Amounts due to the Company for satisfying the revenue recognition criteria or that are contractually due based upon the terms of the collaboration
agreements are recorded as accounts receivable in the Company’s consolidated balance sheets. Amounts received prior to satisfying the revenue recognition
criteria are recorded as deferred revenue in the Company’s consolidated balance sheets. Amounts expected to be recognized as revenue within the
12 months following the balance sheet date are classified as current deferred revenue. Amounts not expected to be recognized as revenue within the
12 months following the balance sheet date are classified as deferred revenue, net of current portion.
Upfront license fees
The licenses of the Company’s intellectual property granted to Acadia was not determined to be distinct from the other promises or performance
obligations identified in the arrangement. Accordingly, such licenses are therefore combined with other promises in the arrangement. The Company
exercises judgment to assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied
over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. The Company
evaluates the measure of progress each reporting period and, if necessary, adjusts the measure of performance and related revenue recognition.
111
Customer options
If an arrangement is determined to contain customer options that allow the customer to acquire additional goods or services, the goods and services
underlying the customer options are not considered to be performance obligations at the outset of the arrangement, as they are contingent upon option
exercise. The Company evaluates the customer options for material rights or options to acquire additional goods or services for free or at a discount. If the
customer options are determined to represent a material right, the material right is recognized as a separate performance obligation at the outset of the
arrangement. No such material rights were identified in the arrangement with Acadia. If such material rights were identified, then the Company would
allocate the transaction price to material rights based on the relative standalone selling price, which is determined based on the identified discount and the
probability that the customer will exercise the option. Amounts allocated to a material right are not recognized or begin to be recognized as revenue until, at
the earliest, the option is exercised.
Research and development services
The promises under the Company’s collaboration agreement with Acadia includes research and development services to be performed by the
Company for or on behalf of the customer. Payments or reimbursements resulting from the Company’s research and development efforts are recognized as
the services are performed and presented on a gross basis because the Company is the principal for such efforts.
Milestone payments
At the inception of the Acadia arrangement that includes development milestone payments, the Company evaluates whether the milestones are
considered probable of being achieved and estimates the amount to be included in the transaction price using the most likely amount method. If it is
probable that a significant revenue reversal would not occur, the associated milestone value is included in the transaction price. Milestone payments that are
not within the control of the Company or the licensee, such as regulatory approvals, are not considered probable of being achieved until those approvals are
received. The Company evaluates factors such as the scientific, clinical, regulatory, commercial and other risks that must be overcome to achieve the
particular milestone in making this assessment. There is judgment involved in determining whether it is probable that a significant revenue reversal would
not occur. At the end of each subsequent reporting period, the Company reevaluates the probability of achievement of all milestones subject to constraint
and, if necessary, adjusts its estimate of the overall transaction price. Any such adjustments are recorded on a cumulative catch-up basis, which would
affect revenues and earnings in the period of adjustment. The development milestones in the Acadia arrangement are not considered probable of
achievement at the outset of the arrangement.
Deferred offering costs
The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity
financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in the
consolidated statement of stockholders’ equity as a reduction of additional paid-in capital.
Property and equipment
Property and equipment are recorded at cost less accumulated depreciation. Cost includes the acquisition costs and all costs necessary to bring the
asset to the location and working condition necessary for its intended use. Depreciation expense is recognized using the straight-line method over the
estimated useful life of each asset. Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the
accounts and any resulting gain or loss is included in the accompanying consolidated statements of operations and comprehensive loss. Expenditures for
normal, recurring or periodic repairs and maintenance related to property and equipment are charged to expense as incurred. The cost for planned major
maintenance activities, including the related acquisition or construction of assets, is capitalized if it will result in future economic benefits.
Estimated useful lives for property and equipment are as follows:
Property and equipment
Computer and office equipment
Laboratory equipment and Furniture and fixtures
Leasehold improvements
Estimated useful life
3-5 years
5-7 years
Lesser of estimated useful life or remaining lease term
112
Impairment of long-lived assets
The Company reviews the recoverability of its long-lived assets when events or changes in circumstances occur that indicate that the carrying value
of the assets may not be recoverable. The assessment of possible impairment is based on the ability to recover the carrying value of the assets from the
expected future cash flows (undiscounted and without interest expense) of the related operations. If these cash flows are less than the carrying value of such
assets, an impairment loss for the difference between the estimated fair value and carrying value is recorded. There were no impairment losses recognized
during the years ended December 31, 2022 and 2021.
Research and development costs
Research and development costs are expensed as incurred. Research and development expenses are comprised of costs incurred in performing
research and development activities, including salaries and benefits, facilities costs, depreciation, third-party license fees, and costs related to third parties
engaged to conduct preclinical research development activities.
The Company has entered into various research and development contracts with research institutions and other companies to conduct research on its
behalf. These agreements are generally cancellable. The Company records accruals for estimated ongoing research costs. When evaluating the adequacy of
the accrued liabilities, the Company analyzes progress of the studies, including the phase or completion of events, invoices received and contracted costs.
Significant judgments and estimates may be made in determining the accrued balances at the end of any reporting period. Actual results could differ from
the Company’s estimates. The Company’s historical accrual estimates have not been materially different from the actual costs.
Stock options
The Company measures its stock-based awards granted based on the estimated fair values of the awards and recognizes the compensation for
employees and nonemployees over the requisite service period. The Company uses the Black-Scholes option-pricing model to estimate the fair value of its
stock-based awards. The Company has elected the practical expedient to use the midpoint between vesting date and the contractual term as the expected
term for certain awards with service or performance conditions. Stock-based compensation is recognized using the straight-line method. Forfeitures of
unvested stock-based awards are accounted for when they occur.
Patent costs
All patent-related costs incurred in connection with filing and prosecuting patent applications are expensed as incurred due to the uncertainty about
the recovery of the expenditure. Amounts incurred are classified as general and administrative expenses in the accompanying consolidated statements of
operations and comprehensive loss.
Income taxes
The Company accounts for income taxes using the asset and liability method, which requires the recognition of deferred tax assets and liabilities for
the estimated future tax consequences attributable to temporary differences between the consolidated financial statement carrying amounts of existing
assets and liabilities and their respective tax base. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated
financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the temporary differences are expected to be
settled or recovered. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company assesses the likelihood that
its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence that it is more
likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax
expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax
planning strategies. At December 31, 2022 and 2021, the Company has recorded a full valuation allowance.
Reserves are provided for tax benefits for which realization is uncertain. Such benefits are only recognized when the underlying tax position is
considered more-likely-than-not to be sustained on examination by a taxing authority, assuming they possess full knowledge of the position and facts.
Interest and penalties related to uncertain tax positions are recognized in the provision of income taxes; however, the Company currently has no interest or
penalties related to uncertain income tax benefits.
113
Segment and geographic information
Operating segments are defined as components of an entity about which separate discrete information is available for evaluation by the chief
operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. The Company operates in one
segment in the United States. The Company’s chief executive officer, as the chief operating decision-maker, manages and allocates resources to the
operations of the Company on a total company basis using consolidated financial information.
Emerging growth company and smaller reporting company status
The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the JOBS Act). Under the
JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act, until
such time as those standards apply to private companies.
The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different
effective dates for public and private companies until the earlier of the date that it is (i) no longer an emerging growth company or (ii) affirmatively and
irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, the Company’s consolidated financial statements may not be
comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.
The Company will remain an emerging growth company until the earliest of (i) the last day of its first fiscal year (a) in which the Company has
total annual gross revenues of at least $1.07 billion or (b) in which the Company is deemed to be a large accelerated filer, which means the market value of
the Company’s common stock that is held by non-affiliates exceeds $700.0 million as of the prior June 30th, (ii) the date on which the Company has issued
more than $1.0 billion in non-convertible debt securities during the prior three-year period, and (iii) December 31, 2024
The Company is also a “smaller reporting company,” meaning that in the event of an initial public offering the market value of its stock held by
non-affiliates plus the proposed aggregate amount of gross proceeds to the Company as a result of such offering is less than $700 million and its annual
revenue is less than $100 million during the most recently completed fiscal year. The Company may continue to be a smaller reporting company as long as
either (i) the market value of its stock held by non-affiliates is less than $250 million or (ii) its annual revenue is less than $100 million during the most
recently completed fiscal year and the market value of its stock held by non-affiliates is less than $700 million. If the Company is a smaller reporting
company at the time it ceases to be an emerging growth company, the Company may continue to rely on exemptions from certain disclosure requirements
that are available to smaller reporting companies. Specifically, as a smaller reporting company, the Company may choose to present only the two most
recent fiscal years of audited financial statements in its Annual Report on Form 10-K and, similar to emerging growth companies, smaller reporting
companies have reduced disclosure obligations regarding executive compensation.
Recently issued accounting pronouncements
In December 2019, the FASB issued ASU 2019-12, Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. This guidance
removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim
periods. It also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members
of a consolidated group. This ASU is effective for interim and annual periods beginning after December 15, 2020, and early adoption is permitted. The
Company adopted this standard on January 1, 2021 and the adoption of this update did not have a material impact on its consolidated financial statements.
114
3. Fair value measurements
The following tables present information about the Company’s financial assets measured at fair value on a recurring basis and indicate the level of
the fair value hierarchy utilized to determine such fair values:
Cash equivalents:
Money market funds
Total
Marketable Securities:
Corporate bonds
Commercial paper
US Government debt securities
Total
Cash equivalents:
Money market funds
Total
Marketable Securities:
Corporate bonds
Commercial paper
US Government debt securities
Total
Fair value measurements as of
December 31, 2022
Level 1
Level 2
Level 3
Total
111,927 $
111,927 $
— $
— $
— $
— $
111,927
111,927
— $
— $
— $
— $
34,527 $
7,978 $
73,534 $
116,039 $
— $
— $
— $
— $
34,527
7,978
73,534
116,039
Fair value measurements as of
December 31, 2021
Level 1
Level 2
Level 3
Total
144,897 $
144,897 $
— $
— $
— $
— $
144,897
144,897
— $
— $
— $
— $
17,524 $
27,487 $
29,904 $
74,915 $
— $
— $
— $
— $
17,524
27,487
29,904
74,915
$
$
$
$
$
$
$
$
$
$
$
$
The Company’s cash equivalents and marketable securities are carried at fair value, determined according to the fair value hierarchy described
above and in Note 2. The carrying value of the Company’s accounts payable and accrued expenses approximate their fair values due to the short-term
nature of these liabilities.
The Company’s assets with fair value categorized as Level 1 within the fair value hierarchy include money market funds. Money market funds are
publicly traded mutual funds and are presented as cash equivalents on the consolidated balance sheets as of December 31, 2022 and December 31, 2021.
The Company measures its marketable securities at fair value on a recurring basis and classifies those instruments within Level 2 of the fair value
hierarchy. Marketable securities are valued using models or other valuation methodologies that use Level 2 inputs. These models are primarily industry-
standard models that consider various assumptions, including time value, yield curve, volatility factors, default rates, current market and contractual prices
for the underlying financial instruments, as well as other economic measures. Substantially all of these assumptions are observable in the marketplace, can
be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.
There were no transfers to Level 3 in the periods presented.
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4. Marketable Securities
The following table summarizes the Company’s marketable securities as of December 31, 2022 (in thousands):
Marketable securities:
Corporate bonds
Commercial paper
US Government debt securities
Total
December 31, 2022
Amortized
Cost
Unrealized
Gains
Unrealized
Loss
Fair Value
34,662 $
$
8,019 $
$
$
74,533 $
$ 117,214 $
— $
— $
— $
— $
(135) $
(41) $
(999) $
34,527
7,978
73,534
(1,175) $ 116,039
The following table summarizes the Company’s marketable securities as of December 31, 2021 (in thousands):
Marketable securities:
Corporate bonds
Commercial paper
US Government debt securities
Total
December 31, 2021
Amortized
Cost
Unrealized
Gains
Unrealized
Loss
Fair Value
$
$
$
$
17,598 $
27,487 $
29,998 $
75,083 $
— $
— $
— $
— $
(74) $
— $
(94) $
(168) $
17,524
27,487
29,904
74,915
The weighted average maturity of the Company’s marketable securities as of December 31, 2022 ranges from approximately 0.184 years to 0.489
years.
The Company did not record an allowance for credit losses as of December 31, 2022 related to our marketable securities. Further, given the lack of
significant change in the credit risk of these investments, the Company did not recognize any other-than-temporary impairment losses.
5. Property and equipment, net
Property and equipment, net consisted of the following:
Laboratory equipment
Furniture and fixtures
Leasehold improvements
Office equipment
Construction in progress
Less accumulated depreciation
As of December 31,
2022
2021
$
$
7,903 $
312
1,867
353
447
10,882
(4,207)
6,675 $
4,670
153
263
108
1,606
6,800
(2,661)
4,139
Depreciation expense was $1.5 million and $1.0 million for the years ended December 31, 2022 and 2021, respectively.
116
6. Accrued and other current liabilities
Accrued and other current liabilities consisted of the following:
Accrued employee compensation costs
Accrued professional
Accrued research and development costs
Current portion of operating lease liabilities
Other current liabilities
As of December 31,
2022
2021
5,754 $
525
6,601
2,359
509
15,748 $
5,383
523
6,801
1,507
540
14,754
$
$
7. Commitments and contingencies
Operating lease
The Company determines whether an arrangement is a lease at inception. The Company accounts for a lease when it has the right to control the
leased asset for a period of time while obtaining substantially all of the assets’ economic benefits. Operating lease right-of-use assets and operating lease
liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the lease commencement date. The
discount rate used to determine the present value of the lease payments is the Company’s incremental borrowing rate based on the information available at
lease inception, as the Company did not have information to determine the rate implicit in the leases. Lease expense for operating leases is recognized on a
straight-line basis over the reasonably assured lease term based on the total lease payments (which include initial direct costs and lease incentives). The
expense is included in operating expenses in the consolidated statements of operations and comprehensive loss. The Company’s lease agreements also
contain variable payments, primarily maintenance-related costs, which are expensed as incurred and not included in the measurement of the right-of-use
assets and lease liabilities.
In August 2018, the Company entered into an agreement to lease approximately 23,000 square feet of space for a term of three years. Lease terms
are triple net lease commencing at $0.9 million per year, then with 3% annual base rent increases plus operating expenses, real estate taxes, utilities and
janitorial fees. The lease commencement date was December 10, 2018.
In September 2021, the Company entered into an agreement to extend the initial term of the 23,000 square foot lease for a period of three years
commencing on December 15, 2021 and ending December 31, 2024. In addition, this lease provides for the lease of an additional 15,000 square feet of
rentable space beginning on April 1, 2022 and ending on December 31, 2024. In December 2021, the Company recognized a right-of-use asset and
operating lease liability of $3.5 million for the 23,000 square feet. On April 1, 2022, the Company recognized a right-of-use asset and operating lease
liability of $1.8 million for the 15,000 square feet.
In December 2018, the Company entered into an agreement to lease 2,485 square feet of space for an initial term of three years. The lease includes
one renewal option for an additional two years, however, any time after the initial term the landlord may relocate the Company from the premises to a
space reasonably comparable in size and utility. As the Company does not have the right to control the use of the identified asset after the initial term, the
renewal option was excluded from the lease liability calculation. Lease terms commence at $0.2 million per annum, with 2.5% annual base rent increases
plus operating expenses, real estate taxes, utilities and janitorial fees. The lease commencement date was May 1, 2019.
In June 2021, the Company amended the agreement to extend the initial term of the 2,485 square foot lease for a period of three years commencing
May 1, 2022 and ending April 30, 2025. In addition, the amendment provided for the lease of an additional 2,357 square feet of rentable space beginning
on July 6, 2021 and ending on April 30, 2025. The amended lease provides the Company with the option to extend the term of the lease for an additional
two years. In 2021, the Company recognized a right-of-use asset and operating lease liabilities of $0.7 million for the extension of the lease to April 30,
2025 and a right-of-use asset and operating lease liabilities of $0.8 million for the additional 2,357 square feet of rentable space.
117
Future minimum lease payments under non-cancellable leases as of December 31, 2022, are as follows (in thousands):
2023
2024
2025
Total lease payments
Less imputed interest
Present value of lease liabilities
$
$
$
2,532
2,608
173
5,313
(237)
5,076
Lease balances as of December 31, 2022 and December 31, 2021 are as follows (in thousands):
Operating right-of-use assets
Current portion of operating lease liabilities
Non-current portion of operating lease liabilities
Total operating lease liabilities
As of December 31,
2022
2021
4,753 $
2,359 $
2,717
5,076 $
4,939
1,507
3,532
5,039
$
$
$
The weighted average remaining lease term and weighted average discount rate of our operating leases as of December 31, 2022 are as follows:
Weighted average remaining lease term in years
Weighted average discount rate
2.1
4.69%
In accordance with Topic 842, lease expense incurred under operating leases was approximately $2.2 million for the year ended December 31,
2022, and $1.4 million for the year ended December 31, 2021.
Scientific Advisory Board Agreement
In June 2020, the Company entered into a scientific advisory board agreement with a member of the Company’s board of directors, who is also an
employee of Cold Spring Harbor Laboratory (“CSHL”), to provide scientific advisory services related to the Company’s Targeted Augmentation of Nuclear
Gene Output (“TANGO”) antisense oligonucleotide technology and other antisense oligonucleotide technologies, as well as current and future therapeutic
targets and programs. Following the expiration of the initial scientific agreement in June 2021 and a renewal agreement in June 2022, the parties entered
into subsequent scientific board agreements on substantially the same terms. The Company recognized expense of $0.02 million for the year ended
December 31, 2022 and $0.05 million for the year ended December 31, 2021 for such scientific advisory services. The term of the renewal agreement is 12
months.
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License and research agreements
In July 2015, the Company entered into a worldwide license agreement, or the CSHL Agreement, with CSHL, with respect to TANGO patents.
Under the CSHL Agreement, the Company receives an exclusive (except with respect to certain government rights and non-exclusive licenses), worldwide
license under certain patents and applications relating to TANGO. The CSHL Agreement obligates the Company to make payments that are contingent
upon certain milestones being achieved. The Company is also required to pay royalties, tiered based on the scope of patent coverage for each licensed
product, ranging from a low-single digit percentage to a mid-single digit percentage on annual net sales. These royalty obligations apply on a licensed
product-by-licensed product and country-by-country basis until the latest of (i) the expiration of the last valid claim of a CSHL patent covering the
applicable licensed product or (ii) the expiration of any regulatory exclusivity for the applicable licensed product. In addition, if the Company sublicenses
the rights under the CSHL Agreement, it is required to pay a maximum of twenty percent of the sublicense revenue to CSHL, which may be reduced to a
mid-teens or a mid-single digit percentage upon achievement of certain clinical milestones for the applicable licensed product. Finally, the Company is
required to pay an annual license maintenance fee of $0.01 million, which amount is creditable against any owed royalty or milestone payments. The
maximum aggregate potential milestone payments payable total approximately $0.9 million. Additionally, certain licenses under the CSHL Agreement
require the Company to reimburse CSHL for certain past and ongoing patent related expenses, however there were no expenses related to these
reimbursable patent costs during the years ended December 31, 2022 and 2021. In February 2023, the Company delivered a notice of termination of the
CSHL Agreement to CSHL, and the Company expects the CSHL Agreement to be terminated within 90 days of such notice. The Company does not expect
the termination of the CSHL Agreement to have a significant impact on the intellectual property underlying any of its current product candidates, including
STK-001 and STK-002, or its continued development of the TANGO platform.
In April 2016, the Company entered into an exclusive, worldwide license agreement with the University of Southampton (the “Southampton
Agreement”), whereby the Company acquired rights to foundational technologies related to the Company’s TANGO technology. Under the Southampton
Agreement, the Company receives an exclusive, worldwide license under certain licensed patents and applications relating to TANGO. Under the
Southampton Agreement, the Company may be obligated to make additional payments that are contingent upon certain milestones being achieved, as well
as royalties on future product sales. These royalty obligations survive until the latest of (i) the expiration of the last valid claim of a licensed patent covering
a subject product or (ii) the expiration of any regulatory exclusivity for the subject product in a country. In addition, if the Company sublicenses its rights
under the Southampton Agreement, the Company is required to pay a mid-single digit percentage of the sublicense revenue to the University of
Southampton. As of December 31, 2022, the Company had paid $0.7 million under the Southampton Agreement as a result of entering into the Acadia
Pharmaceuticals Inc. license and collaboration agreement in January 2022 (see Note 8). Additionally, certain licenses under the Southampton Agreement
require the Company to reimburse the University of Southampton for certain past and ongoing patent related expenses. For the year ended December 31,
2022 these expenses were $0.02 million compared to $0.12 million for the year ended December 31, 2021.
Litigation
The Company may periodically become subject to legal proceedings and claims arising in connection with ongoing business activities, including
claims or disputes related to patents that have been issued or that are pending in the field of research on which it is focused. As of December 31, 2022, the
Company had no legal proceedings to which it was a party or to which its property was subject that, in the opinion of management, would have a material
adverse effect on its business.
8. License and Collaboration Agreement with Acadia Pharmaceuticals Inc.
In January 2022, the Company entered into a license and collaboration agreement with Acadia Pharmaceuticals Inc. (“Acadia”) for the
discovery, development and commercialization of novel RNA-based medicines for the treatment of severe and rare genetic neurodevelopmental diseases of
the central nervous system. The agreement focuses on the targets SYNGAP1, MECP2 (Rett syndrome), and an undisclosed neurodevelopmental target of
mutual interest. In connection with each target, the Company will collaborate with Acadia to identify potential treatments for further development and
commercialization as licensed products. With respect to SYNGAP1, the Company has agreed with Acadia to co-develop and co-commercialize licensed
products for such target globally, and in connection therewith the Company granted to Acadia worldwide, co-exclusive (with Stoke) licenses for such
licensed products. With respect to MECP2 and the neurodevelopmental target, the Company granted to Acadia worldwide, exclusive licenses to develop
and commercialize licensed products for such targets.
119
Pursuant to the terms of the agreement, the Company received an upfront payment of $60 million from Acadia. Acadia agreed to fund the
research to identify potential licensed products for MECP2 and the neurodevelopmental target, and the Company will equally fund with Acadia the
research to identify potential licensed products for SYNGAP1. The Company is eligible to receive up to $907.5 million in potential total milestone
payments based upon the achievement of certain development, regulatory, first commercial sales and sales milestone events across the programs for the
three targets, assuming each milestone were achieved at least once. With respect to licensed products for MECP2 and the neurodevelopmental target, the
Company is also eligible to receive tiered royalties at percentages ranging from the mid-single digits to the mid-teens on future net sales by Acadia of
licensed products worldwide. Royalties payable under the agreement are subject to standard royalty reductions. For SYNGAP1 licensed products that the
Company is co-developing and co-commercializing, the Company will be responsible for 50% of the development and commercialization costs and will
receive 50% of the profits from global commercialization. The Company is provided with a co-development and co-commercialization opt out option
relating to the SYNGAP1 target indication at the Company’s discretion. Such opt-out would reduce development and commercialization milestones but
would provide the Company with royalties on an escalating basis attributable to net sales milestones.
Acadia Agreement Accounting
At the commencement of the Acadia agreement the Company identified three performance obligations consisting of pre-clinical research
activities for each of the three targets, SYNGAP1, MECP2, and the undisclosed neurodevelopmental target. The exclusive or co-exclusive licenses granted
to Acadia to conduct pre-clinical research activities on each of the three targets, and participation on each of the respective joint research committees were
identified as promised services. However, the licenses granted to Acadia and the research activities were determined to be not distinct from each other, and
therefore are considered a combined performance obligation for each of the three targets. Participation on each of the joint research committees was
determined to be quantitatively and qualitatively immaterial in the context of the arrangement with Acadia.
The Company is recognizing the transaction price for the pre-clinical research activities for each of the three targets over time as the research
services are provided. The transfer of control to Acadia occurs over this time period, and in management’s judgment, is the best measure of progress
towards satisfying the performance obligation. An input method is used that measures the cost incurred to date in satisfying each of the three research
activities in relation to the estimated total projected cost of each of the research activities to fulfill the respective obligations. The cumulative effect of
revisions to estimated costs and/or the transaction price to complete the research performance obligations will be recorded in the period in which changes
are identified and amounts can be reasonably estimated. Payments or reimbursements resulting from the Company’s research and development efforts were
recognized as the services are performed.
Milestone payments that are not within the control of the Company, such as regulatory approvals, are not considered probable of being achieved
until those approvals are received. For other milestones, the Company evaluated factors such as the scientific, clinical, regulatory, commercial, and other
risks that must be overcome to achieve the particular milestone in making this assessment. Milestones that are outside of the Company’s or Acadia’s
control will not be recognized until such milestones are achieved. As to the other milestones, to date, no milestone payments have been included in the
transaction price due the uncertainty as to whether these milestones will be achieved. The Company will at the end of each reporting period reevaluate the
probability of achievement of all milestones subject to constraint and, if necessary, adjust its estimate of the overall transaction price for each of the
research activities on the three targets. Any such adjustments will be recorded on a cumulative catch-up basis.
As of December 31, 2022, the Company had $51.7 million in upfront consideration associated with the Acadia agreement relating to
performance obligations that are unsatisfied or partially unsatisfied.
9. Share-Based Compensation
In June 2019, the Company’s board of directors and stockholders approved the 2019 Equity Incentive Plan (the “2019 Plan”) which became
effective on June 17, 2019 and replaced the Company’s 2014 Equity Incentive Plan (the “2014 Plan”). In addition to the shares of common stock reserved
for future issuance under the 2014 Plan that were added to the 2019 Plan upon its effective date, the Company initially reserved 2,200,000 shares of
common stock for issuance under the 2019 Plan. The number of shares reserved for issuance under the Company’s 2019 Plan will increase automatically
on January 1 of each of 2020 through 2029 by the number of shares equal to 4% of the aggregate number of outstanding shares of the Company’s common
stock as of the immediately preceding December 31, or a lesser number as may be determined by the Company’s board of directors.
120
As of December 31, 2022 there were no shares available for future issuance under the 2014 Plan and 992,231 shares were available for future
issuance under the 2019 Plan.
During the years ended December 31, 2022 and December 31, 2021, the Company granted options to purchase 3,459,500 and 1,311,897 shares of
common stock to certain of its employees, and directors, respectively. The options vest up to four years except for certain options granted to members of
our board of directors which vest over one or three years and are exercisable at a per share price equal to the fair value of the common stock on the grant
date.
A summary of stock option activity for awards is presented below:
Outstanding as of December 31, 2021
Granted
Exercised
Forfeitures
Expired
Outstanding as of December 31, 2022
Exercisable as of December 31, 2022
Number of
shares
Weighted
average
exercise
price
5,435,304 $
3,459,500
(270,376)
(254,450)
(95,331)
8,274,647 $
4,286,461 $
19.77
15.97
1.83
29.77
34.72
18.28
14.70
Weighted
average
remaining
contractual
life (years)
Aggregate
intrinsic
value(1)
8.0 $
64,981
7.6 $
6.4 $
20,598
18,454
(1)
The aggregate intrinsic value is calculated as the difference between the exercise price of the underlying options and the estimated fair value of the
common stock for the options that were in the money at December 31, 2022 and 2021.
The weighted average grant date fair value per share of stock options granted during the years ended December 31, 2022 and 2021 was $10.32 and
$34.07, respectively. The aggregate grant date fair value of stock options granted during the years ended December 31, 2022 and 2021 was approximately
$35.7 million and $44.7 million, respectively. The aggregate intrinsic value of stock options exercised during the year ended December 31, 2022 and 2021
was approximately $3.5 million and $9.9 million, respectively.
Stock-based compensation and stock options
The Company recorded stock-based compensation expense of $22.9 million and $16.5 million during the years ended December 31, 2022 and 2021,
respectively. As of December 31, 2022, there was $53.3 million of unrecognized compensation cost related to unvested stock-based compensation
arrangements granted under the 2014 and the 2019 Plans. The compensation is expected to be recognized over a weighted average period of 2.8 years as of
December 31, 2022.
Stock-based compensation expense recorded as research and development and general and administrative expenses in the accompanying
consolidated statements of operations and comprehensive loss is as follows:
Research and development
General and administrative
Year ended December 31,
2022
2021
8,901 $
13,953
22,854 $
6,215
10,235
16,450
$
$
121
The Company uses the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The fair values of the options granted
to employees and directors were calculated using the following assumptions for the years ended December 31, 2022 and 2021:
Risk-free interest rate
Expected dividend yield
Expected life
Expected volatility
2019 Employee stock purchase plan
Year ended December 31,
2022
1.82-4.15%
0%
5.5-6.25 years
70-71%
2021
0.78-1.51%
0%
5.5-6.25 years
70-73%
In June 2019, the Company adopted the 2019 Employee Stock Purchase Plan (“ESPP”), which became effective on June 18, 2019. The Company
initially reserved 315,000 shares of common stock for sale under the ESPP. At December 31, 2022, the Company had 959,603 shares available for issuance
under the plan. The average grant date fair value per share under the plan was $18.39 for 2022. The total ESPP stock-based compensation expense for the
year ended December 31, 2022 was $0.3 million and for the year ended December 31, 2021 was $0.3 million. The number of shares reserved for issuance
under the ESPP will increase automatically on January 1st of each of the first ten calendar years following the first offering date by the number of shares
equal to the lesser of 1% of the total outstanding shares of the Company’s common stock as of the immediately preceding December 31 or a lower amount
determined by the Company’s board of directors. The aggregate number of shares issued over the term of the ESPP will not exceed 3,150,000 shares of the
Company’s common stock.
10. Net loss per share
The following table summarizes the computation of basic and diluted net loss per share of the Company:
Numerator:
Net loss
Denominator:
Weighted-average number of common shares, basic
and diluted
Net loss per share, basic and diluted
Year ended December 31,
2021
2022
$
(101,067) $
(85,805)
38,897,442
(2.60) $
36,739,269
(2.34)
$
The Company’s potential dilutive securities, which include common stock options and ESPP purchase rights, have been excluded from the
computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted average number of common shares outstanding used
to calculate both basic and diluted net loss per share is the same.
The Company excluded the following potential common shares, presented based on amounts outstanding at period end, from the computation of
diluted net loss per share for the periods indicated because including them would have had an anti-dilutive effect:
Outstanding options to purchase common stock
December 31,
2022
8,274,647
2021
5,435,304
122
11. Income taxes
A reconciliation of the expected income tax expense (benefit) computed using the federal statutory income tax rate the Company’s effective income
tax rate is as follows:
Expected income tax benefit at the federal statutory rate
State income taxes, net of federal benefit
Non-deductible items
Research and development credit, net
Other
Change in valuation allowance
Total
Year ended December 31,
2022
2021
21.0 %
7.4
(0.9)
3.9
0.1
(31.5)
0.0 %
21.0 %
7.9
0.4
4.1
0.0
(33.4)
0.0 %
The principal components of the Company’s deferred tax assets and liabilities consist of the following:
Deferred tax assets:
Federal and state net operating loss carryforwards
Research and development tax credits
R&D capitalized expenses
Accrued compensation and stock compensation
Other
Gross deferred tax assets
Less: valuation allowance
Net deferred tax assets
$
$
As of December 31,
2022
2021
57,746 $
12,613
17,148
10,274
142
97,923
(97,923)
— $
52,231
7,726
—
6,055
20
66,032
(66,032)
—
As of December 31, 2022 and 2021, the Company had federal net operating loss carryforwards of $210.9 million and $191.1 million, respectively,
which may be available to reduce future taxable income, and expire at various dates beginning in 2034, for those net operating loss carryforwards generated
prior to 2018. Net operating losses generated in 2018 and beyond have no expiration. As of December 31, 2022 and 2021, the Company had state net
operating loss carry forwards of $212.8 million and $191.4 million, respectively, which may be available to reduce future taxable income and expire at
various dates beginning in 2035. In addition, at December 31, 2022 and 2021, the Company had federal research and development tax credit carryforwards
of $9.2 million and $5.4 million, respectively, and state research and development tax credit carry forwards of $4.3 million and $3.0 million,
respectively. Both federal and state research and development tax credit carry forwards may be available to reduce future tax liabilities and expire at
various dates beginning in 2030. In accordance with ASC 740, Accounting for Income Taxes, management of the Company has evaluated the positive and
negative evidence bearing upon the realizability of its deferred tax assets, which are comprised principally of net operating loss carryforwards.
Management has determined that it is more likely than not that the Company will not recognize the benefits of federal and state deferred tax assets and, as a
result, a full valuation allowance of $97.9 million and $66.0 million was established at December 31, 2022 and 2021, respectively. The change in the
valuation allowance was an increase of $31.8 million and $28.8 million in 2022 and 2021, respectively.
Effective for tax years beginning after December 31, 2021, the Tax Cuts and Jobs Act of 2017 requires companies to capitalize and amortize
domestic research and development expenditures over five years for tax purposes, and foreign research and development expenditures over fifteen years for
tax purposes. We will continue to monitor any potential changes or further guidance related to this provision.
On August 16, 2022, President Biden signed the Inflation Reduction Act of 2022 into law which contained provisions that include a 15% corporate
minimum tax effective for taxable years beginning after December 31, 2022 and a 1% excise tax on certain stock buybacks after December 31, 2022. The
Company expects the impact of these provisions to be immaterial.
123
Utilization of the net operating loss carryforwards and research and development tax credit carryforwards may be subject to a substantial annual
limitation under Sections 382 and 383 of the Internal Revenue Code of 1986, as amended (the Code) due to ownership changes that have occurred
previously or that could occur in the future. These ownership changes may limit the amount of carryforwards that can be utilized annually to offset future
taxable income. The Company has not conducted a formal study to assess whether a change of control has occurred or whether there have been multiple
changes of control since inception due to the significant complexity and cost associated with such a study. If the Company has experienced a change of
control, as defined for purposes of Section 382 and 383 of the Code, at any time since inception, utilization of the net operating loss carryforwards or
research and development tax credit carryforwards may be subject to an annual limitation under Section 382 and 383 of the Code, which is determined by
first multiplying the value of the Company’s stock at the time of the ownership change by the applicable long-term tax-exempt rate, and then could be
subject to additional adjustments, as required. Any limitation may result in expiration of a portion of the net operating loss carryforwards or research and
development tax credit carryforwards before utilization.
The Company applies ASC 740 related to accounting for uncertainty in income taxes. The Company’s reserves related to income taxes are based on
a determination of whether, and how much of, a tax benefit taken by the Company in its tax filings or positions is more likely than not to be realized
following resolution of any potential contingencies present related to the tax benefit. At December 31, 2022, and 2021 the Company had no unrecognized
tax benefits. Interest and penalty charges, if any, related to unrecognized tax benefits would be classified as income tax expense in the accompanying
consolidated statements of operations and comprehensive loss.
12. Employee benefits
In 2016, the Company established a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code (the “401(k) Plan”). The
401(k) Plan covers all employees who meet defined minimum age and service requirements and allows participants to defer a portion of their annual
compensation on a pretax basis. The Company matches contributions up to 4% of annual salary for those employees who are participating in the 401(k)
Plan. For the year ended December 31, 2022, the Company made matching contributions of $0.6 million and for the year ended December 31, 2021, the
Company made matching contributions of $0.5 million.
13. Subsequent events
Since December 31, 2022, we sold approximately 4.6 million shares of our common stock and received $44.7 million after deducting commissions
related to the Sales Agreement.
124
STOKE THERAPEUTICS, INC.
2019 EQUITY INCENTIVE PLAN
Exhibit 10.3
1. PURPOSE. The purpose of this Plan is to provide incentives to attract, retain, and motivate eligible persons whose present and potential
contributions are important to the success of the Company, and any Parents, Subsidiaries, and Affiliates that exist now or in the future, by offering them an
opportunity to participate in the Company’s future performance through the grant of Awards. Capitalized terms not defined elsewhere in the text are defined
in Section 29.
2. SHARES SUBJECT TO THE PLAN.
(a) Number of Shares Available. Subject to Sections 2.6 and 22 and any other applicable provisions hereof, the total number of Shares
reserved and available for grant and issuance pursuant to this Plan as of the date of adoption of the Plan by the Board, is Two Million Two Hundred
Thousand (2,200,000) Shares, plus (a) any reserved Shares not issued or subject to outstanding awards granted under the Company’s 2014 Equity Incentive
Plan, as amended (the “Prior Plan”) on the Effective Date (as defined below), (b) Shares that are subject to awards granted under the Prior Plan that cease
to be subject to such awards by forfeiture or otherwise after the Effective Date, (c) Shares issued under the Prior Plan before or after the Effective Date
pursuant to the exercise of stock options that are, after the Effective Date, forfeited, (d) Shares issued under the Prior Plan that are repurchased by the
Company at the original issue price, and (e) Shares that are subject to stock options or other awards under the Prior Plan that are used to pay the exercise
price of an stock option or withheld to satisfy the tax withholding obligations related to any award.
(b) Lapsed, Returned Awards. Shares subject to Awards, and Shares issued under the Plan under any Award, will again be available for
grant and issuance in connection with subsequent Awards under this Plan to the extent such Shares: (a) are subject to issuance upon exercise of an Option
or SAR granted under this Plan but which cease to be subject to the Option or SAR for any reason other than exercise of the Option or SAR, (b) are subject
to Awards granted under this Plan that are forfeited or are repurchased by the Company at the original issue price, (c) are subject to Awards granted under
this Plan that otherwise terminate without such Shares being issued or (d) are surrendered pursuant to an Exchange Program. To the extent an Award under
the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.
Shares used to pay the exercise price of an Award or withheld to satisfy the tax withholding obligations related to an Award will become available for grant
and issuance in connection with subsequent Awards under this Plan. For the avoidance of doubt, Shares that otherwise become available for grant and
issuance because of the provisions of this Section 2.2 will not include Shares subject to Awards that initially became available because of the substitution
clause in Section 22.2 hereof.
(c) Minimum Share Reserve. At all times the Company will reserve and keep available a sufficient number of Shares as will be required to
satisfy the requirements of all outstanding Awards granted under this Plan.
(d) Automatic Share Reserve Increase. The number of Shares available for grant and issuance under the Plan will be increased on
January 1 of each of the first ten (10) calendar years during the term of the Plan by the lesser of (a) four percent (4%) of the number of shares of all classes
of the Company’s common stock issued and outstanding on each December 31 immediately prior to the date of increase or (b) such number of Shares
determined by the Board.
(e) ISO Limitation. No more than Twenty-Two Million (22,000,000) Shares will be issued pursuant to the exercise of ISOs granted under
the Plan.
(f) Adjustment of Shares. If the number of outstanding Shares is changed by a stock dividend, extraordinary dividend or distribution
(whether in cash, shares, or other property, other than a regular cash dividend), recapitalization, stock split, reverse stock split, subdivision, combination,
consolidation, reclassification, spin-off, or similar change in the capital structure of the Company, without consideration, then (a) the number and class of
Shares reserved for issuance and future grant under the Plan set forth in Section 2.1, including Shares reserved under sub-clauses (a)-(e) of Section 2.1,
(b) the Exercise Prices of and number and class of Shares subject to outstanding Options and SARs, (c) the number and class of Shares subject to other
outstanding Awards and (d) the maximum number and class of Shares that may be issued as ISOs set forth in Section 2.5, will be proportionately adjusted,
subject to any required action by the Board or the stockholders of the Company and in compliance with applicable securities laws, provided that fractions
of a Share will not be issued.
If, by reason of an adjustment pursuant to this Section 2.6, a Participant’s Award Agreement or other agreement related to any Award, or the Shares
subject to such Award, covers additional or different shares of stock or securities, then such additional or different shares, and the Award Agreement or
such other agreement in respect thereof, will be subject to all of the terms, conditions, and restrictions which were applicable to the Award or the Shares
subject to such Award prior to such adjustment.
3. ELIGIBILITY. ISOs may be granted only to Employees. All other Awards may be granted to Employees, Consultants, Directors, and Non-
Employee Directors, provided that such Consultants, Directors, and Non-Employee Directors render bona fide services not in connection with the offer and
sale of securities in a capital-raising transaction.
4. ADMINISTRATION.
(a) Committee Composition; Authority. This Plan will be administered by the Committee or by the Board acting as the Committee.
Subject to the general purposes, terms, and conditions of this Plan, and to the direction of the Board, the Committee will have full power to implement and
carry out this Plan, except, however, the Board will establish the terms for the grant of an Award to Non-Employee Directors. The Committee will have the
authority to:
(i) construe and interpret this Plan, any Award Agreement, and any other agreement or document executed pursuant to this Plan;
(ii) prescribe, amend, and rescind rules and regulations relating to this Plan or any Award;
(iii) select persons to receive Awards;
(iv) determine the form and terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder.
Such terms and conditions include, but are not limited to, the Exercise Price, the time or times when Awards may vest and be exercised (which may be
based on performance criteria) or settled, any vesting acceleration or waiver of forfeiture restrictions, the method to satisfy tax withholding obligations or
any other tax liability legally due, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as
the Committee will determine;
(v) determine the number of Shares or other consideration subject to Awards;
Market Value in connection with circumstances that impact the Fair Market Value, if necessary;
(vi) determine the Fair Market Value in good faith and interpret the applicable provisions of this Plan and the definition of Fair
to, other Awards under this Plan or any other incentive or compensation plan of the Company or any Parent, Subsidiary, or Affiliate;
(vii) determine whether Awards will be granted singly, in combination with, in tandem with, in replacement of, or as alternatives
(viii) grant waivers of Plan or Award conditions;
(ix) determine the vesting, exercisability, and payment of Awards;
(x) correct any defect, supply any omission or reconcile any inconsistency in this Plan, any Award or any Award Agreement;
(xi) determine whether an Award has been vested and/or earned;
(xii) determine the terms and conditions of any, and to institute any Exchange Program;
(xiii) reduce or modify any criteria with respect to Performance Factors;
necessary or appropriate to reflect the impact of extraordinary or unusual items, events, or circumstances to avoid windfalls or hardships;
(xiv) adjust Performance Factors to take into account changes in law and accounting or tax rules as the Committee deems
(xv) adopt terms and conditions, rules, and/or procedures (including the adoption of any subplan under this Plan) relating to the
operation and administration of the Plan to accommodate requirements of local law and procedures outside of the United States or to qualify Awards for
special tax treatment under laws of jurisdictions other than the United States;
(xvi) exercise discretion with respect to Performance Awards;
(xvii) make all other determinations necessary or advisable for the administration of this Plan; and
permitted by applicable law, including Section 157(c) of the Delaware General Corporation Law.
(xviii) delegate any of the foregoing to a subcommittee or to one or more executive officers pursuant to a specific delegation as
(b) Committee Interpretation and Discretion. Any determination made by the Committee with respect to any Award will be made in its
sole discretion at the time of grant of the Award or, unless in contravention of any express term of the Plan or Award, at any later time, and such
determination will be final and binding on the Company and all persons having an interest in any Award under the Plan. Any dispute regarding the
interpretation of the Plan or any Award Agreement will be submitted by the Participant or Company to the Committee for review. The resolution of such a
dispute by the Committee will be final and binding on the Company and the Participant. The Committee may delegate to one or more executive officers the
authority to review and resolve disputes with respect to Awards held by Participants who are not Insiders, and such resolution will be final and binding on
the Company and the Participant.
(c) Section 16 of the Exchange Act. Awards granted to Participants who are subject to Section 16 of the Exchange Act must be approved
by two or more “non-employee directors” (as defined in the regulations promulgated under Section 16 of the Exchange Act).
(d) Documentation. The Award Agreement for a given Award, the Plan, and any other documents may be delivered to, and accepted by, a
Participant or any other person in any manner (including electronic distribution or posting) that meets applicable legal requirements.
(e) Foreign Award Recipients. Notwithstanding any provision of the Plan to the contrary, in order to comply with the laws and practices in
other countries in which the Company, its Subsidiaries, and Affiliates operate or have Employees or other individuals eligible for Awards, the Committee,
in its sole discretion, will have the power and authority to: (a) determine which Subsidiaries and Affiliates will be covered by the Plan; (b) determine which
individuals outside the United States are eligible to participate in the Plan, which may include individuals who provide services to the Company, Subsidiary
or Affiliate under an agreement with a foreign nation or agency; (c) modify the terms and conditions of any Award granted to individuals outside the United
States or foreign nationals to comply with applicable foreign laws, policies, customs, and practices; (d) establish subplans and modify exercise procedures,
vesting conditions, and other terms and procedures to the extent the Committee determines such actions to be necessary or advisable (and such subplans
and/or modifications will be attached to this Plan as appendices, if necessary); and (e) take any action, before or after an Award is made, that the Committee
determines to be necessary or advisable to obtain approval or comply with any local governmental regulatory exemptions or approvals, provided, however,
that no action taken under this Section 4.5 will increase the Share limitations contained in Section 2.1 hereof. Notwithstanding the foregoing, the
Committee may not take any actions hereunder, and no Awards will be granted, that would violate the Exchange Act or any other applicable United States
securities law, the Code, or any other applicable United States governing statute or law.
5. OPTIONS. An Option is the right but not the obligation to purchase a Share, subject to certain conditions, if applicable. The Committee may
grant Options to eligible Employees, Consultants, and Directors and will determine whether such Options will be Incentive Stock Options within the
meaning of the Code (“ISOs”) or Nonqualified Stock Options (“NSOs”), the number of Shares subject to the Option, the Exercise Price of the Option, the
period during which the Option may vest and be exercised, and all other terms and conditions of the Option, subject to the following terms of this section.
(a) Option Grant. Each Option granted under this Plan will identify the Option as an ISO or an NSO. An Option may be, but need not be,
awarded upon satisfaction of such Performance Factors during any Performance Period as are set out in advance in the Participant’s individual Award
Agreement. If the Option is being earned upon the satisfaction of Performance Factors, then the Committee will: (a) determine the nature, length, and
starting date of any Performance Period for each Option; and (b) select from among the Performance Factors to be used to measure the performance, if any.
Performance Periods may overlap and Participants may participate simultaneously with respect to Options that are subject to different performance goals
and other criteria.
(b) Date of Grant. The date of grant of an Option will be the date on which the Committee makes the determination to grant such Option,
or a specified future date. The Award Agreement and a copy of this Plan will be delivered to the Participant within a reasonable time after the granting of
the Option.
(c) Exercise Period. Options may be vested and exercisable within the times or upon the conditions as set forth in the Award Agreement
governing such Option, provided, however, that no Option will be exercisable after the expiration of ten (10) years from the date the Option is granted and
provided further that no ISO granted to a person who, at the time the ISO is granted, directly or by attribution owns more than ten percent (10%) of the total
combined voting power of all classes of stock of the Company or of any Parent or Subsidiary (“Ten Percent Stockholder”) will be exercisable after the
expiration of five (5) years from the date the ISO is granted. The Committee also may provide for Options to become exercisable at one time or from time
to time, periodically or otherwise, in such number of Shares or percentage of Shares as the Committee determines.
(d) Exercise Price. The Exercise Price of an Option will be determined by the Committee when the Option is granted, provided that:
(a) the Exercise Price of an Option will be not less than one hundred percent (100%) of the Fair Market Value of the Shares on the date of grant, and (b) the
Exercise Price of any ISO granted to a Ten Percent Stockholder will not be less than one hundred ten percent (110%) of the Fair Market Value of the Shares
on the date of grant. Payment for the Shares purchased may be made in accordance with Section 12 and the Award Agreement and in accordance with any
procedures established by the Company.
(e) Method of Exercise. Any Option granted hereunder will be vested and exercisable according to the terms of the Plan and at such times
and under such conditions as determined by the Committee and set forth in the Award Agreement. An Option may not be exercised for a fraction of a
Share. An Option will be deemed exercised when the Company receives: (a) notice of exercise (in such form as the Committee may specify from time to
time) from the person entitled to exercise the Option (and/or via electronic execution through the authorized third-party administrator), and (b) full payment
for the Shares with respect to which the Option is exercised (together with applicable withholding taxes). Full payment may consist of any consideration
and method of payment authorized by the Committee and permitted by the Award Agreement and the Plan. Shares issued upon exercise of an Option will
be issued in the name of the Participant. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly
authorized transfer agent of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares,
notwithstanding the exercise of the Option. The Company will issue (or cause to be issued) such Shares promptly after the Option is exercised. No
adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 2.6
of the Plan. Exercising an Option in any manner will decrease the number of Shares thereafter available, both for purposes of the Plan and for sale under
the Option, by the number of Shares as to which the Option is exercised.
(f) Termination of Service. If the Participant’s Service terminates for any reason except for Cause or the Participant’s death or Disability,
then the Participant may exercise such Participant’s Options only to the extent that such Options would have been exercisable by the Participant on the date
Participant’s Service terminates no later than three (3) months after the date Participant’s Service terminates (or such shorter time period not less than thirty
(30) days or longer time period as may be determined by the Committee, with any exercise beyond three (3) months after the date Participant’s Service
terminates deemed to be the exercise of an NSO), but in any event no later than the expiration date of the Options.
(i) Death. If the Participant’s Service terminates because of the Participant’s death (or the Participant dies within three (3) months
after Participant’s Service terminates other than for Cause or because of the Participant’s Disability), then the Participant’s Options may be exercised only
to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be exercised by the
Participant’s legal representative, or authorized assignee, no later than twelve (12) months after the date Participant’s Service terminates (or such shorter
time
period not less than six (6) months or longer time period as may be determined by the Committee), but in any event no later than the expiration date of the
Options.
(ii) Disability. If the Participant’s Service terminates because of the Participant’s Disability, then the Participant’s Options may
be exercised only to the extent that such Options would have been exercisable by the Participant on the date Participant’s Service terminates and must be
exercised by the Participant (or the Participant’s legal representative or authorized assignee) no later than twelve (12) months after the date Participant’s
Service terminates (or such shorter time period not less than six (6) months or longer time period as may be determined by the Committee, with any
exercise beyond (a) three (3) months after the date Participant’s Service terminates when the termination of Service is for a Disability that is not a
“permanent and total disability” as defined in Section 22(e)(3) of the Code or (b) twelve (12) months after the date Participant’s Service terminates when
the termination of Service is for a Disability that is a “permanent and total disability” as defined in Section 22(e)(3) of the Code, deemed to be exercise of
an NSO), but in any event no later than the expiration date of the Options.
(iii) Cause. Unless determined otherwise by the Committee, if the Participant’s Service terminates for Cause, then Participant’s
Options (whether or not vested) will expire on the date of termination of Participant’s Service if the Committee has reasonably determined in good faith
that such cessation of Services has resulted in connection with an act or failure to act constituting Cause (or such Participant’s Services could have been
terminated for Cause (without regard to the lapsing of any required notice or cure periods in connection therewith) at the time such Participant terminated
Services), or at such later time and on such conditions as are determined by the Committee, but in any event no later than the expiration date of the Options.
Unless otherwise provided in an employment agreement, Award Agreement, or other applicable agreement, Cause will have the meaning set forth in the
Plan.
(g) Limitations on Exercise. The Committee may specify a minimum number of Shares that may be purchased on any exercise of an
Option, provided that such minimum number will not prevent any Participant from exercising the Option for the full number of Shares for which it is then
exercisable.
(h) Limitations on ISOs. With respect to Awards granted as ISOs, to the extent that the aggregate Fair Market Value of the Shares with
respect to which such ISOs are exercisable for the first time by the Participant during any calendar year (under all plans of the Company and any Parent or
Subsidiary) exceeds one hundred thousand dollars ($100,000), such Options will be treated as NSOs. For purposes of this Section 5.8, ISOs will be taken
into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Option with respect to such
Shares is granted. In the event that the Code or the regulations promulgated thereunder are amended after the Effective Date to provide for a different limit
on the Fair Market Value of Shares permitted to be subject to ISOs, such different limit will be automatically incorporated herein and will apply to any
Options granted after the effective date of such amendment.
(i) Modification, Extension or Renewal. The Committee may modify, extend, or renew outstanding Options and authorize the grant of new
Options in substitution therefor, provided that any such action may not, without the written consent of a Participant, impair any of such Participant’s rights
under any Option previously granted. Any outstanding ISO that is modified, extended, renewed, or otherwise altered will be treated in accordance with
Section 424(h) of the Code. Subject to Section 19 of this Plan, by written notice to affected Participants, the Committee may reduce the Exercise Price of
outstanding Options without the consent of such Participants, provided, however, that the Exercise Price may not be reduced below the Fair Market Value
on the date the action is taken to reduce the Exercise Price.
(j) No Disqualification. Notwithstanding any other provision in this Plan, no term of this Plan relating to ISOs will be interpreted,
amended, or altered, nor will any discretion or authority granted under this Plan be exercised, so as to disqualify this Plan under Section 422 of the Code or,
without the consent of the Participant affected, to disqualify any ISO under Section 422 of the Code.
6. RESTRICTED STOCK AWARDS. A Restricted Stock Award is an offer by the Company to sell to an eligible Employee, Consultant, or
Director Shares that are subject to restrictions (“Restricted Stock”). The Committee will determine to whom an offer will be made, the number of Shares
the Participant may purchase, the Purchase Price, the restrictions under which the Shares will be subject, and all other terms and conditions of the
Restricted Stock Award, subject to the Plan.
(a) Restricted Stock Purchase Agreement. All purchases under a Restricted Stock Award will be evidenced by an Award Agreement.
Except as may otherwise be provided in an Award Agreement, a Participant accepts a Restricted Stock Award by signing and delivering to the Company an
Award Agreement with full payment of the Purchase Price, within thirty (30) days from the date the Award Agreement was delivered to the Participant. If
the Participant does not accept such Award within thirty (30) days, then the offer of such Restricted Stock Award will terminate, unless the Committee
determines otherwise.
(b) Purchase Price. The Purchase Price for a Restricted Stock Award will be determined by the Committee and may be less than Fair
Market Value on the date the Restricted Stock Award is granted. Payment of the Purchase Price must be made in accordance with Section 12 of the Plan,
and the Award Agreement and in accordance with any procedures established by the Company.
(c) Terms of Restricted Stock Awards. Restricted Stock Awards will be subject to such restrictions as the Committee may impose or are
required by law. These restrictions may be based on completion of a specified period of Service with the Company or upon completion of Performance
Factors, if any, during any Performance Period as set out in advance in the Participant’s Award Agreement. Prior to the grant of a Restricted Stock Award,
the Committee will: (a) determine the nature, length, and starting date of any Performance Period for the Restricted Stock Award; (b) select from among the
Performance Factors to be used to measure performance goals, if any; and (c) determine the number of Shares that may be awarded to the Participant.
Performance Periods may overlap and a Participant may participate simultaneously with respect to Restricted Stock Awards that are subject to different
Performance Periods and having different performance goals and other criteria.
(d) Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).
7. STOCK BONUS AWARDS. A Stock Bonus Award is an award to an eligible Employee, Consultant, or Director of Shares for Services to be
rendered or for past Services already rendered to the Company or any Parent, Subsidiary, or Affiliate. All Stock Bonus Awards will be made pursuant to an
Award Agreement. No payment from the Participant will be required for Shares awarded pursuant to a Stock Bonus Award.
(a) Terms of Stock Bonus Awards. The Committee will determine the number of Shares to be awarded to the Participant under a Stock
Bonus Award and any restrictions thereon. These restrictions may be based upon completion of a specified period of Service with the Company or upon
satisfaction of performance goals based on Performance Factors during any Performance Period as set out in advance in the Participant’s Stock Bonus
Agreement. Prior to the grant of any Stock Bonus Award the Committee will: (a) determine the nature, length, and starting date of any Performance Period
for the Stock Bonus Award; (b) select from among the Performance Factors to be used to measure performance goals; and (c) determine the number of
Shares that may be awarded to the Participant. Performance Periods may overlap and a Participant may participate simultaneously with respect to Stock
Bonus Awards that are subject to different Performance Periods and different performance goals and other criteria.
(b) Form of Payment to Participant. Payment may be made in the form of cash, whole Shares, or a combination thereof, based on the Fair
Market Value of the Shares earned under a Stock Bonus Award on the date of payment, as determined in the sole discretion of the Committee.
(c) Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).
8. STOCK APPRECIATION RIGHTS. A Stock Appreciation Right (“SAR”) is an award to an eligible Employee, Consultant, or Director that
may be settled in cash or Shares (which may consist of Restricted Stock) having a value equal to (a) the difference between the Fair Market Value on the
date of exercise over the Exercise Price multiplied by (b) the number of Shares with respect to which the SAR is being settled (subject to any maximum
number of Shares that may be issuable as specified in an Award Agreement). All SARs will be made pursuant to an Award Agreement.
(a) Terms of SARs. The Committee will determine the terms of each SAR including, without limitation: (a) the number of Shares subject
to the SAR, (b) the Exercise Price and the time or times during which the SAR may be settled, (c) the consideration to be distributed on settlement of the
SAR, and (d) the effect of the Participant’s termination of Service on each SAR. The Exercise Price of the SAR will be determined by the Committee when
the SAR is granted and may not be
less than Fair Market Value of the Shares on the date of grant. A SAR may be awarded upon satisfaction of Performance Factors, if any, during any
Performance Period as are set out in advance in the Participant’s individual Award Agreement. If the SAR is being earned upon the satisfaction of
Performance Factors, then the Committee will: (i) determine the nature, length, and starting date of any Performance Period for each SAR; and (ii) select
from among the Performance Factors to be used to measure the performance, if any. Performance Periods may overlap and Participants may participate
simultaneously with respect to SARs that are subject to different Performance Factors and other criteria.
(b) Exercise Period and Expiration Date. A SAR will be exercisable within the times or upon the occurrence of events determined by the
Committee and set forth in the Award Agreement governing such SAR. The SAR Agreement will set forth the expiration date, provided that no SAR will
be exercisable after the expiration of ten (10) years from the date the SAR is granted. The Committee may also provide for SARs to become exercisable at
one time or from time to time, periodically or otherwise (including, without limitation, upon the attainment during a Performance Period of performance
goals based on Performance Factors), in such number of Shares or percentage of the Shares subject to the SAR as the Committee determines. Except as
may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s Service terminates (unless determined otherwise by the
Committee). Notwithstanding the foregoing, the rules of Section 5.6 also will apply to SARs.
(c) Form of Settlement. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount
determined by multiplying (a) the difference between the Fair Market Value of a Share on the date of exercise over the Exercise Price, by (b) the number of
Shares with respect to which the SAR is exercised. At the discretion of the Committee, the payment from the Company for the SAR exercise may be in
cash, in Shares of equivalent value, or in some combination thereof. The portion of a SAR being settled may be paid currently or on a deferred basis with
such interest, if any, as the Committee determines, provided that the terms of the SAR and any deferral satisfy the requirements of Section 409A of the
Code to the extent applicable.
(d) Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).
9. RESTRICTED STOCK UNITS. A Restricted Stock Unit (“RSU”) is an award to an eligible Employee, Consultant, or Director covering a
number of Shares that may be settled in cash, or by issuance of those Shares (which may consist of Restricted Stock). All RSUs will be made pursuant to
an Award Agreement.
(a) Terms of RSUs. The Committee will determine the terms of an RSU including, without limitation: (a) the number of Shares subject to
the RSU, (b) the time or times during which the RSU may be settled, (c) the consideration to be distributed on settlement, and (d) the effect of the
Participant’s termination of Service on each RSU, provided that no RSU will have a term longer than ten (10) years. An RSU may be awarded upon
satisfaction of such performance goals based on Performance Factors during any Performance Period as are set out in advance in the Participant’s Award
Agreement. If the RSU is being earned upon satisfaction of Performance Factors, then the Committee will: (i) determine the nature, length, and starting
date of any Performance Period for the RSU; (ii) select from among the Performance Factors to be used to measure the performance, if any; and
(iii) determine the number of Shares deemed subject to the RSU. Performance Periods may overlap and Participants may participate simultaneously with
respect to RSUs that are subject to different Performance Periods and different performance goals and other criteria.
(b) Form and Timing of Settlement. Payment of earned RSUs will be made as soon as practicable after the date(s) determined by the
Committee and set forth in the Award Agreement. The Committee, in its sole discretion, may settle earned RSUs in cash, Shares, or a combination of both.
The Committee may also permit a Participant to defer payment under a RSU to a date or dates after the RSU is earned, provided that the terms of the RSU
and any deferral satisfy the requirements of Section 409A of the Code to the extent applicable.
(c) Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on such date Participant’s
Service terminates (unless determined otherwise by the Committee).
10. PERFORMANCE AWARDS.
(a) Types of Performance Awards. A Performance Award is an award to an eligible Employee, Consultant, or Director of the Company or
any Parent, Subsidiary, or Affiliate that is based upon the attainment of performance goals, as established by the Committee, and other terms and conditions
specified by the Committee, and may be settled in cash, Shares (which may consist of, without limitation, Restricted Stock), other property, or any
combination thereof. Grants of Performance Awards will be made pursuant to an Award Agreement.
(i) Performance Shares. The Committee may grant Awards of Performance Shares, designate the Participants to whom
Performance Shares are to be awarded, and determine the number of Performance Shares and the terms and conditions of each such Award. Performance
Shares will consist of a unit valued by reference to a designated number of Shares, the value of which may be paid to the Participant by delivery of Shares
or, if set forth in the instrument evidencing the Award, of such property as the Committee will determine, including, without limitation, cash, Shares, other
property, or any combination thereof, upon the attainment of performance goals, as established by the Committee, and other terms and conditions specified
by the Committee. The amount to be paid under an Award of Performance Shares may be adjusted on the basis of such further consideration as the
Committee will determine in its sole discretion.
(ii) Performance Units. The Committee may grant Awards of Performance Units, designate the Participants to whom
Performance Units are to be awarded, and determine the number of Performance Units and the terms and conditions of each such Award. Performance
Units will consist of a unit valued by reference to a designated amount of property other than Shares, which value may be paid to the Participant by
delivery of such property as the Committee will determine, including, without limitation, cash, Shares, other property, or any combination thereof, upon the
attainment of performance goals, as established by the Committee, and other terms and conditions specified by the Committee.
(iii) Cash-Settled Performance Awards. The Committee may also grant cash-based Performance Awards to Participants under the
terms of this Plan. Such awards will be based on the attainment of performance goals using the Performance Factors within this Plan that are established by
the Committee for the relevant performance period.
(b) Terms of Performance Awards. The Committee will determine, and each Award Agreement will set forth, the terms of each
Performance Award including, without limitation: (a) the amount of any cash bonus, (b) the number of Shares deemed subject to an award of Performance
Shares, (c) the Performance Factors and Performance Period that will determine the time and extent to which each award of Performance Shares will be
settled, (d) the consideration to be distributed on settlement, and (e) the effect of the Participant’s termination of Service on each Performance Award. In
establishing Performance Factors and the Performance Period the Committee will: (i) determine the nature, length, and starting date of any Performance
Period; (ii) select from among the Performance Factors to be used; and (iii) determine the number of Shares deemed subject to the award of Performance
Shares. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant. Prior to settlement the Committee
will determine the extent to which Performance Awards have been earned. Performance Periods may overlap and Participants may participate
simultaneously with respect to Performance Awards that are subject to different Performance Periods and different performance goals and other criteria.
(c) Termination of Service. Except as may be set forth in the Participant’s Award Agreement, vesting ceases on the date Participant’s
Service terminates (unless determined otherwise by the Committee).
11. CASH AWARDS. A Cash Award (“Cash Award”) is an award that is denominated in, or payable to an eligible Participant solely in, cash, as
deemed by the Committee to be consistent with the purposes of the Plan. Cash Awards shall be subject to the terms, conditions, restrictions and limitations
determined by the Committee, in its sole discretion, from time to time. Awards granted pursuant to this Section 11 may be granted with value and payment
contingent upon the achievement of Performance Factors.
12. PAYMENT FOR SHARE PURCHASES. Payment from a Participant for Shares purchased pursuant to this Plan may be made in cash or by
check or, where expressly approved for the Participant by the Committee and where permitted by law (and to the extent not otherwise set forth in the
applicable Award Agreement):
(i) by cancellation of indebtedness of the Company to the Participant;
the aggregate exercise price of the Shares as to which said Award will be exercised or settled;
(ii) by surrender of shares of the Company held by the Participant that have a Fair Market Value on the date of surrender equal to
Parent or Subsidiary;
(iii) by waiver of compensation due or accrued to the Participant for services rendered or to be rendered to the Company or a
implemented by the Company in connection with the Plan;
(iv) by consideration received by the Company pursuant to a broker-assisted or other form of cashless exercise program
(v) by any combination of the foregoing; or
(vi) by any other method of payment as is permitted by applicable law.
The Committee may limit the availability of any method of payment, to the extent the Committee determines, in its discretion, such limitation is
necessary or advisable to comply with applicable law or facilitate the administration of the Plan.
13. GRANTS TO NON-EMPLOYEE DIRECTORS.
(a) General. Non-Employee Directors are eligible to receive any type of Award offered under this Plan except ISOs. Awards pursuant to
this Section 13 may be automatically made pursuant to policy adopted by the Board, or made from time to time as determined in the discretion of the
Board. No Non-Employee Director may receive Awards under the Plan that, when combined with cash compensation received for service as a Non-
Employee Director, exceed five hundred thousand ($500,000) in value (as described below) in any calendar year, increased to one million ($1,000,000) in
value (as described below) in the calendar year of his or her initial services as a Non-Employee Director. The value of Awards for purposes of complying
with this maximum will be determined as follows: (a) for Options and SARs, grant date fair value will be calculated using the Black-Scholes valuation
methodology on the date of grant of such Option or SAR, and (b) for all other Awards other than Options and SARs, grant date fair value will be
determined by either (i) calculating the product of the Fair Market Value per Share on the date of grant and the aggregate number of Shares subject to the
Award, or (ii) calculating the product using an average of the Fair Market Value over a number of trading days and the aggregate number of Shares subject
to the Award as determined by the Committee. Awards granted to an individual while he or she was serving in the capacity as an Employee or while he or
she was a Consultant but not a Non-Employee Director will not count for purposes of the limitations set forth in this Section 13.1.
(b) Eligibility. Awards pursuant to this Section 13 will be granted only to Non-Employee Directors. A Non-Employee Director who is
elected or re-elected as a member of the Board will be eligible to receive an Award under this Section 13.
(c) Vesting, Exercisability and Settlement. Except as set forth in Section 22, Awards will vest, become exercisable, and be settled as
determined by the Board. With respect to Options and SARs, the exercise price granted to Non-Employee Directors will not be less than the Fair Market
Value of the Shares at the time that such Option or SAR is granted.
(d) Election to Receive Awards in Lieu of Cash. A Non-Employee Director may elect to receive his or her annual retainer payments and/or
meeting fees from the Company in the form of cash or Awards or a combination thereof, if permitted, and as determined, by the Committee. Such Awards
will be issued under the Plan. An election under this Section 13.4 will be filed with the Company on the form prescribed by the Company.
14. WITHHOLDING TAXES.
(a) Withholding Generally. Whenever Shares are to be issued in satisfaction of Awards granted under this Plan or a tax event occurs, the
Company may require the Participant to remit to the Company, or to the Parent, Subsidiary, or Affiliate, as applicable, employing the Participant an amount
sufficient to satisfy applicable U.S. federal, state, local, and international tax or any other tax or social insurance liability (the “Tax-Related Items”) legally
due from the Participant prior to the delivery of Shares pursuant to exercise or settlement of any Award. Whenever payments in satisfaction of Awards
granted under this Plan are to be made in cash, such payment will be net of an amount sufficient to satisfy applicable withholding obligations for Tax-
Related Items. Unless otherwise determined by the Committee, the Fair Market Value of the Shares will be determined as of the date that the taxes are
required to be withheld and such Shares will be valued based on the value of the actual trade or, if there is none, the Fair Market Value of the Shares as of
the previous trading day.
(b) Stock Withholding. The Committee, or its delegate(s), as permitted by applicable law, in its sole discretion and pursuant to such
procedures as it may specify from time to time and to limitations of local law, may require or permit a Participant to satisfy such Tax Related Items legally
due from the Participant, in whole or in part by (without limitation) (a) paying cash, (b) having the Company withhold otherwise deliverable cash or Shares
having a Fair Market Value equal to the Tax-Related Items to be withheld, (c) delivering to the Company already-owned shares having a Fair Market Value
equal to the Tax-Related Items to be withheld, or (d) withholding from the proceeds of the sale of otherwise deliverable Shares acquired pursuant to an
Award either through a voluntary sale or through a mandatory sale arranged by the Company. The Company may withhold or account for these Tax-
Related Items by considering applicable statutory withholding rates or other applicable withholding rates, including up to the maximum permissible
statutory tax rate for the applicable tax jurisdiction, to the extent consistent with applicable laws.
15. TRANSFERABILITY. Unless determined otherwise by the Committee, an Award may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of descent or distribution. If the Committee makes an Award transferable,
including, without limitation, by instrument to an inter vivos or testamentary trust in which the Awards are to be passed to beneficiaries upon the death of
the trustor (settlor) or by gift or by domestic relations order to a Permitted Transferee, such Award will contain such additional terms and conditions as the
Committee deems appropriate. All Awards will be exercisable: (a) during the Participant’s lifetime only by the Participant or the Participant’s guardian or
legal representative; (b) after the Participant’s death, by the legal representative of the Participant’s heirs or legatees; and (c) in the case of all awards except
ISOs, by a Permitted Transferee.
16. PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.
(a) Voting and Dividends. No Participant will have any of the rights of a stockholder with respect to any Shares until the Shares are issued
to the Participant, except for any Dividend Equivalent Rights permitted by an applicable Award Agreement. Any Dividend Equivalent Rights will be
subject to the same vesting or performance conditions as the underlying Award. In addition, the Committee may provide that any Dividend Equivalent
Rights permitted by an applicable Award Agreement will be deemed to have been reinvested in additional Shares or otherwise reinvested. After Shares are
issued to the Participant, the Participant will be a stockholder and have all the rights of a stockholder with respect to such Shares, including the right to vote
and receive all dividends or other distributions made or paid with respect to such Shares; provided, that if such Shares are Restricted Stock, then any new,
additional or different securities the Participant may become entitled to receive with respect to such Shares by virtue of a stock dividend, stock split or any
other change in the corporate or capital structure of the Company will be subject to the same restrictions as the Restricted Stock; provided, further, that the
Participant will have no right to such stock dividends or stock distributions with respect to Unvested Shares, and any such dividends or stock distributions
will be accrued and paid only at such time, if any, as such Unvested Shares become vested Shares. The Committee, in its discretion, may provide in the
Award Agreement evidencing any Award that the Participant will be entitled to Dividend Equivalent Rights with respect to the payment of cash dividends
on Shares underlying an Award during the period beginning on the date the Award is granted and ending, with respect to each Share subject to the Award,
on the earlier of the date on which the Award is exercised or settled or the date on which it is forfeited; provided, that no Dividend Equivalent Right will be
paid with respect to the Unvested Shares, and such dividends or stock distributions will be accrued and paid only at such time, if any, as such Unvested
Shares become vested Shares. Such Dividend Equivalent Rights, if any, will be credited to the Participant in the form of additional whole Shares as of the
date of payment of such cash dividends on Shares.
(b) Restrictions on Shares. At the discretion of the Committee, the Company may reserve to itself and/or its assignee(s) a right to
repurchase (a “Right of Repurchase”) a portion of any or all Unvested Shares held by a Participant following such Participant’s termination of Service at
any time within ninety (90) days (or such longer or shorter time determined by the Committee) after the later of the date Participant’s Service terminates
and the date the Participant purchases Shares under this Plan, for cash and/or cancellation of purchase money indebtedness, at the Participant’s Purchase
Price or Exercise Price, as the case may be.
17. CERTIFICATES. All Shares or other securities whether or not certificated, delivered under this Plan will be subject to such stock transfer
orders, legends, and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable U.S. federal, state, or
foreign securities law, or any rules, regulations, and other requirements of the SEC or any stock exchange or automated quotation system upon which the
Shares may be listed or quoted, and any non-U.S. exchange controls or securities law restrictions to which the Shares are subject.
18. ESCROW; PLEDGE OF SHARES. To enforce any restrictions on a Participant’s Shares, the Committee may require the Participant to
deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, appropriately endorsed
in blank, with the Company or an agent designated by the Company to hold in escrow until such restrictions have lapsed or terminated, and the Committee
may cause a legend or legends referencing such restrictions to be placed on the certificates. Any Participant who is permitted to execute a promissory note
as partial or full consideration for the purchase of Shares under this Plan will be required to pledge and deposit with the Company all or part of the Shares
so purchased as collateral to secure the payment of the Participant’s obligation to the Company under the promissory note, provided, however, that the
Committee may require or accept other or additional forms of collateral to secure the payment of such obligation and, in any event, the Company will have
full recourse against the Participant under the promissory note notwithstanding any pledge of the Participant’s Shares or other collateral. In connection with
any pledge of the Shares, the Participant will be required to execute and deliver a written pledge agreement in such form as the Committee will from time
to time approve. The Shares purchased with the promissory note may be released from the pledge on a pro rata basis as the promissory note is paid.
19. REPRICING; EXCHANGE AND BUYOUT OF AWARDS. Without prior stockholder approval the Committee may (a) reprice Options or
SARs (and where such repricing is a reduction in the Exercise Price of outstanding Options or SARs, the consent of the affected Participants is not required
provided written notice is provided to them, notwithstanding any adverse tax consequences to them arising from the repricing), and (b) with the consent of
the respective Participants (unless not required pursuant to Section 5.9 of the Plan), pay cash or issue new Awards in exchange for the surrender and
cancellation of any, or all, outstanding Awards.
20. SECURITIES LAW AND OTHER REGULATORY COMPLIANCE. An Award will not be effective unless such Award is in compliance
with all applicable U.S. and foreign federal and state securities and exchange control and other laws, rules, and regulations of any governmental body, and
the requirements of any stock exchange or automated quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date
of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any other provision in this Plan, the Company will have no
obligation to issue or deliver certificates for Shares under this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company
determines are necessary or advisable and/or (b) completion of any registration or other qualification of such Shares under any state, federal, or foreign law
or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation to register the
Shares with the SEC or to effect compliance with the registration, qualification, or listing requirements of any foreign or state securities laws, exchange
control laws, stock exchange, or automated quotation system, and the Company will have no liability for any inability or failure to do so.
21. NO OBLIGATION TO EMPLOY. Nothing in this Plan or any Award granted under this Plan will confer or be deemed to confer on any
Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent, Subsidiary, or Affiliate or limit in
any way the right of the Company or any Parent, Subsidiary, or Affiliate to terminate Participant’s employment or other relationship at any time.
22. CORPORATE TRANSACTIONS.
(a) Assumption or Replacement of Awards by Successor. In the event of a Corporate Transaction any or all outstanding Awards may be
assumed, converted, replaced, or substituted by the successor corporation, which assumption,
conversion, replacement or substitution will be binding on all Participants. In the event of a substitution, the successor corporation may substitute
equivalent Awards or provide substantially similar consideration to Participants as was provided to stockholders (after taking into account the existing
provisions of the Awards). The successor corporation may also issue, as replacement of outstanding Shares of the Company held by the Participant,
substantially similar shares or other property subject to repurchase restrictions no less favorable to the Participant. In the event such successor or acquiring
corporation (if any) refuses to assume, convert, replace or substitute Awards, as provided above, pursuant to a Corporate Transaction, then notwithstanding
any other provision in this Plan to the contrary, such Awards shall have their vesting accelerate as to all Shares or cash subject to such Awards (and any
applicable right of repurchase shall fully lapse) immediately prior to the Corporate Transaction and all such Awards shall expire on such Corporate
Transaction at such time and on such conditions as the Board will determine. In addition, in the event such successor or acquiring corporation (if any)
refuses to assume, convert, replace, or substitute Awards, as provided above, pursuant to a Corporate Transaction, the Committee will notify the Participant
in writing or electronically that such Participant’s Award will, if exercisable, be exercisable for a period of time determined by the Committee in its sole
discretion, and such Award will terminate upon the expiration of such period. Awards need not all be treated in the same manner in a Corporate
Transaction, and treatment may vary from Award to Award and/or from Participant to Participant.
(b) Assumption of Awards by the Company. The Company, from time to time, also may substitute or assume outstanding awards granted
by another company, whether in connection with an acquisition of such other company or otherwise, by either: (a) granting an Award under this Plan in
substitution of such other company’s award, or (b) assuming such award as if it had been granted under this Plan if the terms of such assumed award could
be applied to an Award granted under this Plan. Such substitution or assumption will be permissible if the holder of the substituted or assumed award would
have been eligible to be granted an Award under this Plan if the other company had applied the rules of this Plan to such grant. In the event the Company
assumes an award granted by another company, the terms and conditions of such award will remain unchanged (except that the Purchase Price or the
Exercise Price, as the case may be, and the number and nature of Shares issuable upon exercise or settlement of any such Award will be adjusted
appropriately pursuant to Section 424(a) of the Code). In the event the Company elects to grant a new Option in substitution rather than assuming an
existing option, such new Option may be granted with a similarly adjusted Exercise Price. Substitute Awards will not reduce the number of Shares
authorized for grant under the Plan or authorized for grant to a Participant in a calendar year.
(c) Non-Employee Directors’ Awards. Notwithstanding any provision to the contrary herein, in the event of a Corporate Transaction, the
vesting of all Awards granted to Non-Employee Directors will accelerate and such Awards will become exercisable (as applicable) in full prior to the
consummation of such event at such times and on such conditions as the Committee determines.
23. ADOPTION AND STOCKHOLDER APPROVAL. This Plan will be submitted for the approval of the Company’s stockholders, consistent
with applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board.
24. TERM OF PLAN/GOVERNING LAW. Unless earlier terminated as provided herein, this Plan will become effective on the Effective Date
and will terminate ten (10) years from the date this Plan is adopted by the Board. This Plan and all Awards granted hereunder will be governed by and
construed in accordance with the laws of the State of Delaware (excluding its conflict of laws rules).
25. AMENDMENT OR TERMINATION OF PLAN. The Board may at any time terminate or amend this Plan in any respect, including,
without limitation, amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan, provided, however, that the Board will
not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder approval, provided further that
a Participant’s Award will be governed by the version of this Plan then in effect at the time such Award was granted. No termination or amendment of the
Plan will affect any then-outstanding Award unless expressly provided by the Committee. In any event, no termination or amendment of the Plan or any
outstanding Award may adversely affect any then outstanding Award without the consent of the Participant, unless such termination or amendment is
necessary to comply with applicable law, regulation, or rule.
26. NONEXCLUSIVITY OF THE PLAN. Neither the adoption of this Plan by the Board, the submission of this Plan to the stockholders of the
Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional
compensation arrangements as it may deem desirable,
including, without limitation, the granting of stock awards and bonuses otherwise than under this Plan, and such arrangements may be either generally
applicable or applicable only in specific cases.
27. INSIDER TRADING POLICY. Each Participant who receives an Award will comply with any policy adopted by the Company from time to
time covering transactions in the Company’s securities by Employees, officers, and/or Directors of the Company, as well as with any applicable insider
trading or market abuse laws to which the Participant may be subject.
28. ALL AWARDS SUBJECT TO COMPANY CLAWBACK OR RECOUPMENT POLICY. All Awards, subject to applicable law, will be
subject to clawback or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term
of Participant’s employment or other service with the Company that is applicable to officers, Employees, Directors or other service providers of the
Company, and in addition to any other remedies available under such policy and applicable law, may require the cancellation of outstanding Awards and the
recoupment of any gains realized with respect to Awards.
29. DEFINITIONS. As used in this Plan, and except as elsewhere defined herein, the following terms will have the following meanings:
(a) “Affiliate” means (a) any entity that, directly or indirectly, is controlled by, controls, or is under common control with, the Company,
and (b) any entity in which the Company has a significant equity interest, in either case as determined by the Committee, whether now or hereafter existing.
(b) “Award” means any award under the Plan, including any Option, Performance Award, Cash Award, Restricted Stock, Stock Bonus,
Stock Appreciation Right, or Restricted Stock Unit.
(c) “Award Agreement” means, with respect to each Award, the written or electronic agreement between the Company and the Participant
setting forth the terms and conditions of the Award, and country-specific appendix thereto for grants to non-U.S. Participants, which will be in substantially
a form (which need not be the same for each Participant) that the Committee (or in the case of Award agreements that are not used for Insiders, the
Committee’s delegate(s)) has from time to time approved, and will comply with and be subject to the terms and conditions of this Plan.
(d) “Board” means the Board of Directors of the Company.
(e) “Cash Award” means an award as defined in Section 11 and granted under the Plan.
(f) “Cause” means a determination by the Company that the Participant has committed an act or acts constituting any of the following:
(i) dishonesty, fraud, misconduct or negligence in connection with Participant’s duties to the Company, (ii) unauthorized disclosure or use of the
Company’s confidential or proprietary information, (iii) misappropriation of a business opportunity of the Company, (iv) materially aiding Company
competitor, (v) a felony conviction, (vi) failure or refusal to attend to the duties or obligations of the Participant’s position (vii) violation or breach of, or
failure to comply with, the Company’s code of ethics or conduct, any of the Company’s rules, policies or procedures applicable to the Participant or any
agreement in effect between the Company and the Participant or (viii) other conduct by such Participant that could be expected to be harmful to the
business, interests or reputation of the Company. The determination as to whether Cause for a Participant’s termination exists will be made in good faith by
the Company and will be final and binding on the Participant. This definition does not in any way limit the Company’s or any Parent’s or Subsidiary’s
ability to terminate a Participant’s employment or services at any time as provided in Section 21 above. Notwithstanding the foregoing, the foregoing
definition of “Cause” may, in part or in whole, be modified or replaced in each individual employment agreement, Award Agreement, or other applicable
agreement with any Participant, provided that such document supersedes the definition provided in this Section 29.6.
(g) “Code” means the United States Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder.
(h) “Committee” means the Compensation Committee of the Board or those persons to whom administration of the Plan, or part of the
Plan, has been delegated as permitted by law.
(i) “Common Stock” means the common stock of the Company.
(j) “Company” means Stoke Therapeutics, Inc., a Delaware corporation, or any successor corporation.
(k) “Consultant” means any natural person, including an advisor or independent contractor, engaged by the Company or a Parent,
Subsidiary, or Affiliate to render services to such entity.
(l) “Corporate Transaction” means the occurrence of any of the following events: (a) any “Person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of
the Company representing more than fifty percent (50%) of the total voting power represented by the Company’s then-outstanding voting securities,
provided, however, that for purposes of this subclause (a) the acquisition of additional securities by any one Person who is considered to own more than
fifty percent (50%) of the total voting power of the securities of the Company will not be considered a Corporate Transaction; (b) the consummation of the
sale or disposition by the Company of all or substantially all of the Company’s assets; (c) the consummation of a merger or consolidation of the Company
with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior
thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least
fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding
immediately after such merger or consolidation; (d) any other transaction which qualifies as a “corporate transaction” under Section 424(a) of the Code
wherein the stockholders of the Company give up all of their equity interest in the Company (except for the acquisition, sale or transfer of all or
substantially all of the outstanding shares of capital stock of the Company), or (e) a change in the effective control of the Company that occurs on the date
that a majority of members of the Board is replaced during any twelve (12) month period by members of the Board whose appointment or election is not
endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purpose of this subclause (e), if any Person is
considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a
Corporate Transaction. For purposes of this definition, Persons will be considered to be acting as a group if they are owners of a corporation that enters into
a merger, consolidation, purchase, or acquisition of stock, or similar business transaction with the Company. Notwithstanding the foregoing, to the extent
that any amount constituting deferred compensation (as defined in Section 409A of the Code) would become payable under this Plan by reason of a
Corporate Transaction, such amount will become payable only if the event constituting a Corporate Transaction would also qualify as a change in
ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, each as defined within
the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and IRS
guidance that has been promulgated or may be promulgated thereunder from time to time.
(m) “Director” means a member of the Board.
(n) “Disability” means in the case of incentive stock options, total and permanent disability as defined in Section 22(e)(3) of the Code and
in the case of other Awards, that the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or
mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months.
(o) “Dividend Equivalent Right” means the right of a Participant, granted at the discretion of the Committee or as otherwise provided by
the Plan, to receive a credit for the account of such Participant in an amount equal to the cash, stock, or other property dividends in amounts equal
equivalent to cash, stock, or other property dividends for each Share represented by an Award held by such Participant.
(p) “Effective Date” means the day immediately prior to the Company’s IPO Registration Date, subject to approval of the Plan by the
Company’s stockholders.
(q) “Employee” means any person, including officers and Directors, providing services as an employee to the Company or any Parent,
Subsidiary, or Affiliate. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the
Company.
(r) “Exchange Act” means the United States Securities Exchange Act of 1934, as amended.
(s) “Exchange Program” means a program pursuant to which (a) outstanding Awards are surrendered, cancelled, or exchanged for cash,
the same type of Award, or a different Award (or combination thereof); or (b) the exercise price of an outstanding Award is increased or reduced.
(t) “Exercise Price” means, with respect to an Option, the price at which a holder may purchase the Shares issuable upon exercise of an
Option and with respect to a SAR, the price at which the SAR is granted to the holder thereof.
(u) “Fair Market Value” means, as of any date, the value of a Share, determined as follows:
(i) if such Common Stock is publicly traded and is then listed on a national securities exchange, its closing price on the date of
determination on the principal national securities exchange on which the Common Stock is listed or admitted to trading as reported in The Wall
Street Journal or such other source as the Committee deems reliable;
(ii) if such Common Stock is publicly traded but is neither listed nor admitted to trading on a national securities exchange, the
average of the closing bid and asked prices on the date of determination as reported in The Wall Street Journal or such other source as the Committee
deems reliable;
(iii) in the case of an Option or SAR grant made on the IPO Registration Date, the price per share at which Shares are initially
offered for sale to the public by the Company’s underwriters in the initial public offering of Shares as set forth in the Company’s final prospectus included
within the registration statement on Form S-1 filed with the SEC under the Securities Act; or
(iv) by the Board or the Committee in good faith.
(v) “Insider” means an officer or Director of the Company or any other person whose transactions in the Company’s Common Stock are
subject to Section 16 of the Exchange Act.
(w) “IPO Registration Date” means the date on which the Company’s registration statement on Form S-1 in connection with its initial
public offering of common stock is declared effective by the SEC under the Securities Act.
(x) “IRS” means the United States Internal Revenue Service.
(y) “Non-Employee Director” means a Director who is not an Employee of the Company or any Parent, Subsidiary, or Affiliate.
(z) “Option” means an award of an option to purchase Shares pursuant to Section 5.
(aa) “Parent” means any corporation (other than the Company) in an unbroken chain of corporations ending with the Company if each of
such corporations other than the Company owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in
one of the other corporations in such chain.
(bb) “Participant” means a person who holds an Award under this Plan.
(cc) “Performance Award” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon
achieving certain performance goals established by the Committee.
(dd) “Performance Factors” means any of the factors selected by the Committee and specified in an Award Agreement, from among the
following measures, either individually, alternatively or in any combination, applied to the Company as a whole or any business unit or Subsidiary, either
individually, alternatively, or in any combination, on a GAAP or non-GAAP basis, and measured, to the extent applicable on an absolute basis or relative to
a pre-established target, to determine whether the performance goals established by the Committee with respect to applicable Awards have been satisfied:
(i) profit before tax;
(ii) billings;
(iii) revenue;
(iv) net revenue;
compensation expenses, depreciation, and amortization);
(v) earnings (which may include earnings before interest and taxes, earnings before taxes, net earnings, stock-based
(vi) operating income;
(vii) operating margin;
(viii) operating profit;
(ix) controllable operating profit or net operating profit;
(x) net profit;
(xi) gross margin;
(xii) operating expenses or operating expenses as a percentage of revenue;
(xiii) net income;
(xiv) earnings per share;
(xv) total stockholder return;
(xvi) market share;
(xvii) return on assets or net assets;
(xviii) the Company’s stock price;
(xix) growth in stockholder value relative to a pre-determined index;
(xx) return on equity;
(xxi) return on invested capital;
(xxii) cash flow (including free cash flow or operating cash flows);
(xxiii) cash conversion cycle;
(xxiv) economic value added;
(xxv) individual confidential business objectives;
(xxvi) contract awards or backlog;
(xxvii) overhead or other expense reduction;
(xxviii) credit rating;
(xxix) strategic plan development and implementation;
(xxx) succession plan development and implementation;
(xxxi) improvement in workforce diversity;
(xxxii) customer indicators and/or satisfaction;
(xxxiii) new product invention or innovation;
(xxxiv) attainment of research and development milestones;
(xxxv) improvements in productivity;
(xxxvi) bookings;
(xxxvii) attainment of objective operating goals and employee metrics;
(xxxviii) sales;
(xxxix) expenses;
(xl) balance of cash, cash equivalents, and marketable securities;
(xli) completion of an identified special project;
(xlii) completion of a joint venture or other corporate transaction;
(xliii) employee satisfaction and/or retention;
(xliv) research and development expenses;
(xlv) working capital targets and changes in working capital; and
(xlvi) any other metric that is capable of measurement as determined by the Committee.
The Committee may provide for one or more equitable adjustments to the Performance Factors to preserve the Committee’s original intent
regarding the Performance Factors at the time of the initial award grant, such as but not limited to, adjustments in recognition of unusual or non-
recurring items such as acquisition related activities or changes in applicable accounting rules. It is within the sole discretion of the Committee to make or
not make any such equitable adjustments.
(ee) “Performance Period” means one or more periods of time, which may be of varying and overlapping durations, as the Committee
may select, over which the attainment of one or more Performance Factors will be measured for the purpose of determining a Participant’s right to, and the
payment of, a Performance Award.
(ff) “Performance Share” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon
achieving certain performance goals established by the Committee.
(gg) “Performance Unit” means an Award as defined in Section 10 and granted under the Plan, the payment of which is contingent upon
achieving certain performance goals established by the Committee.
(hh) “Permitted Transferee” means any child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece,
nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law, or sister-in-law (including adoptive relationships) of the Employee, any
person sharing the Employee’s household (other than a tenant or
employee), a trust in which these persons (or the Employee) have more than 50% of the beneficial interest, a foundation in which these persons (or the
Employee) control the management of assets, and any other entity in which these persons (or the Employee) own more than 50% of the voting interests.
(ii) “Plan” means this Stoke Therapeutics, Inc., 2019 Equity Incentive Plan.
(jj) “Purchase Price” means the price to be paid for Shares acquired under the Plan, other than Shares acquired upon exercise of an
Option or SAR.
(kk) “Restricted Stock Award” means an Award as defined in Section 6 and granted under the Plan, or issued pursuant to the early exercise
of an Option.
(ll) “Restricted Stock Unit” means an Award as defined in Section 9 and granted under the Plan.
(mm) “SEC” means the United States Securities and Exchange Commission.
(nn) “Securities Act” means the United States Securities Act of 1933, as amended.
(oo) “Service” will mean service as an Employee, Consultant, Director, or Non-Employee Director, to the Company or a Parent,
Subsidiary, or Affiliate, subject to such further limitations as may be set forth in the Plan or the applicable Award Agreement. An Employee will not be
deemed to have ceased to provide Service in the case of (a) sick leave, (b) military leave, or (c) any other leave of absence approved by the Company,
provided that such leave is for a period of not more than ninety (90) days unless reemployment upon the expiration of such leave is guaranteed by contract
or statute. Notwithstanding anything to the contrary, an Employee will not be deemed to have ceased to provide Service if a formal policy adopted from
time to time by the Company and issued and promulgated to employees in writing provides otherwise. In the case of any Employee on an approved leave of
absence or a reduction in hours worked (for illustrative purposes only, a change in schedule from that of full-time to part-time), the Committee may make
such provisions respecting suspension or modification of vesting of the Award while on leave from the employ of the Company or a Parent, Subsidiary, or
Affiliate or during such change in working hours as it may deem appropriate, except that in no event may an Award be exercised after the expiration of the
term set forth in the applicable Award Agreement. In the event of military or other protected leave, if required by applicable laws, vesting will continue for
the longest period that vesting continues under any other statutory or Company approved leave of absence and, upon a Participant’s returning from military
leave, he or she will be given vesting credit with respect to Awards to the same extent as would have applied had the Participant continued to provide
Service to the Company throughout the leave on the same terms as he or she was providing Service immediately prior to such leave. An employee will
have terminated employment as of the date he or she ceases to provide Service (regardless of whether the termination is in breach of local employment
laws or is later found to be invalid) and employment will not be extended by any notice period or garden leave mandated by local law, provided, however,
that a change in status from an Employee to a Consultant or Non-Employee Director (or vice versa) will not terminate the Participant’s Service, unless
determined by the Committee, in its discretion. The Committee will have sole discretion to determine whether a Participant has ceased to provide Service
and the effective date on which the Participant ceased to provide Service.
(pp) “Shares” means shares of the Common Stock and the common stock of any successor entity of the Company.
(qq) “Stock Appreciation Right” means an Award defined in Section 8 and granted under the Plan.
(rr) “Stock Bonus” means an Award defined in Section 7 and granted under the Plan.
(ss) “Subsidiary” means any corporation (other than the Company) in an unbroken chain of corporations beginning with the Company if
each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the other corporations in such chain.
(tt) “Treasury Regulations” means regulations promulgated by the United States Treasury Department.
(uu) “Unvested Shares” means Shares that have not yet vested or are subject to a right of repurchase in favor of the Company (or any
successor thereto).
STOKE THERAPEUTICS, INC.
2019 EQUITY INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
Unless otherwise defined herein, the terms defined in the Stoke Therapeutics, Inc. (the “Company”) 2019 Equity Incentive Plan (the “Plan”) will have the
same meanings in this Notice of Stock Option Grant and the electronic representation of this Notice of Stock Option Grant established and maintained by
the Company or a third party designated by the Company (this “Notice”).
Name:
Address:
You (the “Participant”) have been granted an option to purchase shares of Common Stock of the Company (the “Option”) under the Plan subject to the
terms and conditions of the Plan, this Notice, and the Stock Option Award Agreement (the “Option Agreement”), including any applicable country-specific
provisions in any appendix attached hereto (the “Appendix”), which constitutes part of the Option Agreement.
Grant Number:
Date of Grant:
Vesting Commencement Date:
Exercise Price per Share:
Total Number of Shares:
Type of Option:
Non-Qualified Stock Option
Incentive Stock Option
Expiration Date:
Vesting Schedule:
, 20 ; the Option expires earlier if Participant’s Service terminates earlier, as described in the
Option Agreement.
Subject to the limitations set forth in this Notice, the Plan, and the Agreement, the Option will vest in
accordance with the following schedule: [insert applicable vesting schedule]
By accepting (whether in writing, electronically, or otherwise) the Option, Participant acknowledges and agrees to the following:
1)
Participant understands that Participant’s Service with the Company or a Parent, Subsidiary, or Affiliate is for an unspecified duration, can be
terminated at any time (i.e., is “at-will”) except where otherwise prohibited by applicable law, and that nothing in this Notice, the Option
Agreement, or the Plan changes the nature of that relationship. Participant acknowledges that the vesting of the Option pursuant to this Notice
is subject to Participant’s continuing Service as an Employee, Director, or Consultant. Participant agrees and acknowledges that the Vesting
Schedule may change prospectively in the event that Participant’s Service status changes between full- and part-time and/or in the event the
Participant is on a leave of absence, in accordance with Company policies relating to work schedules and vesting of Awards or as determined
by the Committee. Furthermore, the period during which Participant may exercise the Option after termination of Service, if any, will
commence on the Termination Date (as defined in the Option Agreement).
2)
This grant is made under and governed by the Plan, the Agreement, and this Notice, and this Notice is subject to the terms and conditions of
the Agreement and the Plan, both of which are incorporated herein by reference. Participant has read the Notice, the Option Agreement and,
the Plan.
3)
Participant has read the Company’s Insider Trading Policy, and agrees to comply with such policy, as it may be amended from time to time,
whenever Participant acquires or disposes of the Company’s securities.
4)
By accepting the Option, Participant consents to electronic delivery and participation as set forth in the Option Agreement.
PARTICIPANT
Signature:
Print Name:
STOKE THERAPEUTICS, INC.
By:
Its:
STOKE THERAPEUTICS, INC.
2019 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
Unless otherwise defined in this Stock Option Award Agreement (this “Option Agreement”), any capitalized terms used herein will have the same
meaning ascribed to them in the Stoke Therapeutics, Inc. 2019 Equity Incentive Plan (the “Plan”).
Participant has been granted an option to purchase Shares (the “Option”) of Stoke Therapeutics, Inc. (the “Company”), subject to the terms,
restrictions, and conditions of the Plan, the Notice of Stock Option Grant (the “Notice”), and this Option Agreement, including any applicable country-
specific provisions in any appendix attached hereto (the “Appendix”), which constitutes part of this Option Agreement. In the event of a conflict between
the terms and conditions of the Plan and the terms and conditions of the Notice or this Option Agreement, the terms and conditions of the Plan will prevail.
1. Vesting Rights. Subject to the applicable provisions of the Plan and this Option Agreement, the Option may be exercised, in whole or in part,
in accordance with the Vesting Schedule set forth in the Notice. Participant acknowledges and agrees that the Vesting Schedule may change prospectively
in the event Participant’s Service status changes between full and part-time and/or in the event Participant is on a leave of absence, in accordance with
Company policies relating to work schedules and vesting of Awards or as determined by the Committee. Participant acknowledges that the vesting of the
Option pursuant to this Notice and Agreement is subject to Participant’s continuing Service as an Employee, Director, or Consultant.
2. Grant of Option. Participant has been granted an Option for the number of Shares set forth in the Notice at the exercise price per Share in U.S.
Dollars set forth in the Notice (the “Exercise Price”). If designated in the Notice as an Incentive Stock Option (“ISO”), the Option is intended to qualify as
an Incentive Stock Option under Section 422 of the Code. However, if the Option is intended to be an ISO, to the extent that it exceeds the U.S. $100,000
rule of Code Section 422(d) it will be treated as a Nonqualified Stock Option (“NSO”).
3. Termination Period.
(a) General Rule. If Participant’s Service terminates for any reason except death or Disability, and other than for Cause, then the
Option will expire at the close of business at Company headquarters on the date three (3) months after Participant’s Termination Date (as defined below)
(or such shorter time period not less than thirty (30) days or longer time period as may be determined by the Committee, with any exercise beyond three
(3) months after the date Participant’s Service terminates deemed to be the exercise of an NSO). The Company determines when Participant’s Service
terminates for all purposes under this Option Agreement.
(b) Death; Disability. If Participant dies before Participant’s Service terminates (or Participant dies within three (3) months of
Participant’s termination of Service other than for Cause), then the Option will expire at the close of business at Company headquarters on the date twelve
(12) months after the date of death (or such shorter time period not less than six (6) months or longer time period as may be determined by the Committee,
subject to the expiration details in Section 7). If Participant’s Service terminates because of Participant’s Disability, then the Option will expire at the close
of business at Company headquarters on the date twelve (12) months after Participant’s Termination Date (or such shorter time period not less than six
(6) months or longer time period as may be determined by the Committee, subject to the expiration details in Section 7).
(c) Cause. Unless otherwise determined by the Committee, the Option (whether or not vested) will terminate immediately upon
the Participant’s cessation of Services if the Company reasonably determines in good faith that such cessation of Services has resulted in connection with
an act or failure to act constituting Cause (or the Participant’s Services could have been terminated for Cause (without regard to the lapsing of any required
notice or cure periods in connection therewith) at the time the Participant terminated Services).
(d) No Notification of Exercise Periods. Participant is responsible for keeping track of these exercise periods following
Participant’s termination of Service for any reason. The Company will not provide further notice of such periods. In no event will the Option be exercised
later than the Expiration Date set forth in the Notice.
(e) Termination. For purposes of this Option, Participant’s Service will be considered terminated as of the date Participant is no
longer providing Services to the Company, its Parent or one of its Subsidiaries or Affiliates (regardless of the reason for such termination and whether or
not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment
agreement, if any) (the “Termination Date”). The Committee will have the exclusive discretion to determine when Participant is no longer actively
providing services for purposes of Participant’s Option (including whether Participant may still be considered to be providing services while on an
approved leave of absence). Unless otherwise provided in this Option Agreement or determined by the Company, Participant’s right to vest in this Option
under the Plan, if any, will terminate as of the Termination Date and will not be extended by any notice period (e.g., Participant’s period of services would
not include any contractual notice period or any period of “garden leave” or similar period mandated under employment laws in the jurisdiction where
Participant is employed or the terms of Participant’s employment agreement, if any). Following the Termination Date, Participant may exercise the Option
only as set forth in the Notice and this Section, provided that the period (if any) during which Participant may exercise the Option after the Termination
Date, if any, will commence on the date Participant ceases to provide services and will not be extended by any notice period mandated under employment
laws in the jurisdiction where Participant is employed or terms of Participant’s employment agreement, if any. If Participant does not exercise this Option
within the termination period set forth in the Notice or the termination periods set forth above, the Option will terminate in its entirety. In no event, may any
Option be exercised after the Expiration Date of the Option as set forth in the Notice.
4. Exercise of Option.
(a) Right to Exercise. The Option is exercisable during its term in accordance with the Vesting Schedule set forth in the Notice
and the applicable provisions of the Plan and this Option Agreement. In the event of Participant’s death, Disability, termination for Cause, or other
cessation of Service, the exercisability of the Option is governed by the applicable provisions of the Plan, the Notice, and this Option Agreement. The
Option may not be exercised for a fraction of a Share.
(b) Method of Exercise. The Option is exercisable by delivery of an exercise notice in a form specified by the Company (the
“Exercise Notice”), which will state the election to exercise the Option, the number of Shares in respect of which the Option is being exercised (the
“Exercised Shares”), and such other representations and agreements as may be required by the Company pursuant to the provisions of the Plan. The
Exercise Notice will be delivered in person, by mail, via electronic mail or facsimile or by other authorized method to the Secretary of the Company or
other person designated by the Company. The Exercise Notice will be accompanied by payment of the aggregate Exercise Price as to all Exercised Shares
together with any applicable Tax-Related Items (as defined in Section 8 below). The Option will be deemed to be exercised upon receipt by the Company
of such fully executed Exercise Notice accompanied by such aggregate Exercise Price and payment of any applicable Tax-Related Items. No Shares will be
issued pursuant to the exercise of the Option unless such issuance and exercise complies with all relevant provisions of law and the requirements of any
stock exchange or quotation service upon which the Shares are then listed. Assuming such compliance, for United States income tax purposes the
Exercised Shares will be considered transferred to Participant on the date the Option is exercised with respect to such Exercised Shares.
(c) Exercise by Another. If another person wants to exercise the Option after it has been transferred to him or her in compliance
with this Option Agreement, that person must prove to the Company’s satisfaction that he or she is entitled to exercise the Option. That person must also
complete the proper Exercise Notice form (as described above) and pay the Exercise Price (as described below) and any applicable Tax-Related Items (as
described below).
5. Method of Payment. Payment of the aggregate Exercise Price will be by any of the following, or a combination thereof, at the election of
Participant:
(a) Participant’s personal check (or readily available funds), wire transfer, or a cashier’s check;
(b) certificates for shares of Company stock that Participant owns, along with any forms needed to effect a transfer of those
shares to the Company; the value of the shares, determined as of the effective date of the Option exercise, will be applied to the Exercise Price. Instead of
surrendering shares of Company stock, Participant may attest to the ownership of those shares on a form provided by the Company and have the same
number of shares subtracted from the Option shares issued to Participant. However, Participant may not surrender, or attest to the ownership of, shares of
Company
stock in payment of the Exercise Price of Participant’s Option if Participant’s action would cause the Company to recognize compensation expense (or
additional compensation expense) with respect to this Option for financial reporting purposes;
(c) cashless exercise through irrevocable directions to a securities broker approved by the Company to sell all or part of the
Shares covered by the Option and to deliver to the Company from the sale proceeds an amount sufficient to pay the Exercise Price and any applicable Tax-
Related Items. The balance of the sale proceeds, if any, will be delivered to Participant. The directions must be given by signing a special notice of exercise
form provided by the Company; or
(d) other method authorized by the Company;
provided, however, that the Company may restrict the available methods of payment due to facilitate compliance with applicable law or administration of
the Plan. In particular, if Participant is located outside the United States, Participant should review the applicable provisions of the Appendix for any such
restrictions that may currently apply.
6. Non-Transferability of Option. The Option may not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed of other than
by will or by the laws of descent or distribution or court order and may be exercised during the lifetime of Participant only by Participant or unless
otherwise permitted by the Committee on a case-by-case basis. The terms of the Plan and this Option Agreement will be binding upon the executors,
administrators, heirs, successors, and assigns of Participant.
7. Term of Option. The Option will in any event expire on the expiration date set forth in the Notice, which date is ten (10) years after the Date of
Grant (five (5) years after the Date of Grant if this option is designated as an ISO in the Notice of Stock Option Grant and Section 5.3 of the Plan applies).
8. Taxes.
(a) Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, a
Parent, Subsidiary, or Affiliate employing or retaining Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax,
fringe benefits tax, payment on account, or other tax related items related to Participant’s participation in the Plan and legally applicable to Participant
(“Tax-Related Items”) is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any.
Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-
Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting, or exercise of this Option; the subsequent sale
of Shares acquired pursuant to such exercise; and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms
of the grant or any aspect of this Option to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if
Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former
employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. PARTICIPANT SHOULD CONSULT
A TAX ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES OR IS SUBJECT TO
TAXATION.
(b) Withholding. Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make arrangements
satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer,
or their respective agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination of the following, all
under such rules as may be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if
applicable:
(i)
withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer;
or
(ii) withholding from proceeds of the sale of Shares acquired at exercise of this Option either through a voluntary sale or
through a mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization and without
further consent);
(iii) withholding Shares to be issued upon exercise of the Option, provided the Company only withholds the number of Shares
necessary to satisfy no more than the maximum applicable statutory withholding amounts;
(iv) Participant’s payment of a cash amount (including by check representing readily available funds or a wire transfer); or
(v)
any other arrangement approved by the Committee and permitted under applicable law.
provided, however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in
accordance with Rule 16b-3 of the Exchange Act) shall establish the method of withholding from alternatives (i) – (v) above prior to the Tax-Related Items
withholding event.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory
withholding rates or other applicable withholding rates, including up to the maximum permissible statutory rate for Participant’s tax jurisdiction(s) in which
case Participant will have no entitlement to the equivalent amount in Shares and will receive a refund of any over-withheld amount in cash in accordance
with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been
issued the full number of Exercised Shares; notwithstanding that a number of the Shares are held back solely for the purpose of satisfying the withholding
obligation for Tax-Related Items.
Finally, Participant agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the
Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously
described. The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with Participant’s
obligations in connection with the Tax-Related Items.
(c) Notice of Disqualifying Disposition of ISO Shares. If Participant is subject to Tax-Related Items in the United States and sells
or otherwise disposes of any of the Shares acquired pursuant to an ISO on or before the later of (i) two (2) years after the grant date, or (ii) one (1) year
after the exercise date, Participant will immediately notify the Company in writing of such disposition. Participant agrees that he or she may be subject to
income tax withholding by the Company on the compensation income recognized from such early disposition of ISO Shares by payment in cash or out any
wages or other cash compensation paid to Participant by the Company and/or the Employer.
9. Nature of Grant. By accepting the Option, Participant acknowledges, understands and agrees that:
or terminated by the Company at any time, to the extent permitted by the Plan
(a) the Plan is established voluntarily by the Company, it is discretionary in nature, and it may be modified, amended, suspended
future grants of options, or benefits in lieu of options, even if options have been granted in the past
(b) the grant of the Option is exceptional, voluntary, and occasional, and does not create any contractual or other right to receive
(c) all decisions with respect to future options or other grants, if any, will be at the sole discretion of the Company;
(d) Participant is voluntarily participating in the Plan;
(e) the Option and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or
amending an employment or service contract with the Company or the Employer, and will not interfere with the ability of the Company or the Employer, as
applicable, to terminate Participant’s employment or service relationship (if any);
rights or compensation;
(f) the Option and the Shares subject to the Option, and the income and value of same, are not intended to replace any pension
(g) the Option and the Shares subject to the Option, and the income and value of same, are not part of normal or expected
compensation for any purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-
service payments, bonuses, long-service awards, pension or retirement, or welfare benefits or similar payments;
same, are not granted as consideration for, or in connection with, the service Participant may provide as a director of a Parent, Subsidiary, or Affiliate;
(h) unless otherwise agreed with the Company, the Option, and the Shares subject to the Option, and the income and value of
(i) the future value of the Shares underlying the Option is unknown, indeterminable, and cannot be predicted with certainty; if the
underlying Shares do not increase in value, the Option will have no value; if Participant exercises the Option and acquires Shares, the value of such Shares
may increase or decrease, even below the Exercise Price;
(j) no claim or entitlement to compensation or damages will arise from forfeiture of the Option resulting from Participant’s
termination of Service (regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the
jurisdiction where Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the Option to
which Participant is otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Employer, the Company, and any Parent,
Subsidiary, or Affiliate; waives his or her ability, if any, to bring any such claim; and releases the Employer, the Company, and any Parent, Subsidiary, or
Affiliate from any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the
Plan, Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request
dismissal or withdrawal of such claim;
(k) unless otherwise provided in the Plan or by the Company in its discretion, the Option and the benefits evidenced by this
Option Agreement do not create any entitlement to have the Option or any such benefits transferred to, or assumed by, another company nor to be
exchanged, cashed out or substituted for, in connection with any Corporate Transaction affecting the Shares; an
(l) neither the Employer, the Company, or any Parent, Subsidiary or Affiliate will be liable for any foreign exchange rate
fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Option or of any amounts due to Participant
pursuant to the exercise of the Option or the subsequent sale of any Shares acquired upon exercise
(m) the following provisions apply only if Participant is providing services outside the United States:
(i)
(ii)
the Option and the Shares subject to the Option are not part of normal or expected compensation or salary for any purpose;
and
Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary or Affiliate will
be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that
may affect the value of the Option or of any amounts due to Participant pursuant to the exercise of the Option or the
subsequent sale of any Shares acquired upon exercised.
10. No Advice Regarding Grant. The Company is not providing any tax, legal or financial advice, nor is the Company making any
recommendations regarding Participant’s participation in the Plan or Participant’s acquisition or sale of the underlying Shares. Participant acknowledges,
understands, and agrees that he or she should consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the
Plan before taking any action related to the Plan.
11. Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of
Participant’s personal data as described in this Option Agreement and any other Option grant materials by and among, as applicable, the Employer, the
Company and any Parent, Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing Participant’s participation in
the Plan.
Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not
limited to, Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport number or other
identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all Options or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of
implementing, administering and managing the Plan.
Participant understands that Data will be transferred to the stock plan service provider as may be designated by the Company from time to time
or its affiliates or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the
implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United
States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s
country. Participant understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any
potential recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company, the stock plan
service provider as may be designated by the Company from time to time, and its affiliates, and any other possible recipients which may assist the
Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Participant
understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan.
Participant understands that if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by
contacting in writing his or her local human resources representative. Further, Participant understands that he or she is providing the consents herein
on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her employment status or
service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is
that the Company would not be able to grant Participant options or other equity awards or administer or maintain such awards. Therefore, Participant
understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the
consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human
resources representative.
12. Language. If Participant has received this Option Agreement, or any other document related to the Option and/or the Plan translated into a
language other than English and if the meaning of the translated version is different than the English version, the English version will control.
13. Appendix. Notwithstanding any provisions in this Option Agreement, the Option will be subject to any special terms and conditions set forth
in any Appendix to this Option Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in the Appendix, the
special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and
conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Option Agreement.
14. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan,
on the Option, and on any Shares purchased upon exercise of the Option, to the extent the Company determines it is necessary or advisable for legal or
administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
15. Acknowledgement. The Company and Participant agree that the Option is granted under and governed by the Notice, this Option Agreement
and the Plan (incorporated herein by reference). Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that
Participant has carefully read and is familiar with their provisions, and (c) hereby accepts the Option subject to all of the terms and conditions set forth
herein and those set forth in the Plan and the Notice.
16. Entire Agreement; Enforcement of Rights. This Option Agreement, the Plan, and the Notice constitute the entire agreement and
understanding of the parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments, or
negotiations concerning the purchase of the Shares hereunder are superseded. No adverse modification of, or adverse amendment to, this Option
Agreement, nor any waiver of any rights
under this Option Agreement, will be effective unless in writing and signed by the parties to this Option Agreement (which writing and signing may be
electronic). The failure by either party to enforce any rights under this Option Agreement will not be construed as a waiver of any rights of such party.
17. Compliance with Laws and Regulations. The issuance of Shares and the sale of Shares will be subject to and conditioned upon compliance
by the Company and Participant with all applicable state, federal, local and foreign laws and regulations and with all applicable requirements of any stock
exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer. Participant
understands that the Company is under no obligation to register or qualify the Common Stock with any state, federal, or foreign securities commission or to
seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Participant agrees that the Company will have
unilateral authority to amend the Plan and this Option Agreement without Participant’s consent to the extent necessary to comply with securities or other
laws applicable to issuance of Shares. Finally, the Shares issued pursuant to this Option Agreement will be endorsed with appropriate legends, if any,
determined by the Company.
18. Severability. If one or more provisions of this Option Agreement are held to be unenforceable under applicable law, the parties agree to
renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision,
then (a) such provision will be excluded from this Option Agreement, (b) the balance of this Option Agreement will be interpreted as if such provision
were so excluded and (c) the balance of this Option Agreement will be enforceable in accordance with its terms.
19. Governing Law and Venue. This Option Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties
hereto will be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to such state’s conflict of
laws rules.
Any and all disputes relating to, concerning or arising from this Option Agreement, or relating to, concerning or arising from the relationship
between the parties evidenced by the Plan or this Option Agreement, will be brought and heard exclusively in the U.S. District Court for the District of
Massachusetts or the Massachusetts Superior Court, Middlesex County. Each of the parties hereby represents and agrees that such party is subject to the
personal jurisdiction of said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to,
concerning, or arising from such dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that
the laying of the venue of any legal or equitable proceedings related to, concerning, or arising from such dispute which is brought in such courts is
improper or that such proceedings have been brought in an inconvenient forum.
20. No Rights as Employee, Director or Consultant. Nothing in this Option Agreement will affect in any manner whatsoever any right or power
of the Employer or the Company to terminate Participant’s Service, for any reason, with or without Cause.
21. Consent to Electronic Delivery of All Plan Documents and Disclosures. By Participant’s acceptance of the Notice (whether in writing or
electronically), Participant and the Company agree that the Option is granted under and governed by the terms and conditions of the Plan, the Notice, and
this Option Agreement. Participant has reviewed the Plan, the Notice, and this Option Agreement in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing the Notice and Agreement, and fully understands all provisions of the Plan, the Notice, and this Option Agreement.
Participant hereby agrees to accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions relating to the
Plan, the Notice, and this Option Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address. By
acceptance of the Option, Participant agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company
or a third party designated by the Company and consents to the electronic delivery of the Notice, this Option Agreement, the Plan, account statements, Plan
prospectuses required by the U.S. Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company
is required to deliver to its security holders (including, without limitation, annual reports and proxy statements), or other communications or information
related to the Option and current or future participation in the Plan. Electronic delivery may include the delivery of a link to the Company intranet or the
internet site of a third party involved in administering the Plan, the delivery of the document via e-mail, or such other delivery determined at the
Company’s discretion. Participant acknowledges that Participant may receive from the Company a paper copy of any documents delivered electronically at
no cost if Participant contacts the Company by telephone, through a postal service, or electronic mail to Stock Administration. Participant further
acknowledges that Participant will be provided with a paper copy
of any documents delivered electronically if electronic delivery fails; similarly, Participant understands that Participant must provide on request to the
Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails. Also, Participant understands
that Participant’s consent may be revoked or changed, including any change in the electronic mail address to which documents are delivered (if Participant
has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent by telephone, postal service, or
electronic mail to Stock Administration. Finally, Participant understands that Participant is not required to consent to electronic delivery if local laws
prohibit such consent.
22. Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country, Participant may be
subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell the Shares or rights to Shares under
the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s
country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable
Company insider trading policy. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions and understands
that Participant should consult his or her personal legal advisor on such matters. In addition, Participant acknowledges that he or she has read the
Company’s Insider Trading Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever Participant acquires or
disposes of the Company’s securities.
23. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the Option will be subject to clawback
or recoupment pursuant to any compensation clawback or recoupment policy adopted by the Board or required by law during the term of Participant’s
employment or other Service that is applicable to Participant. In addition to any other remedies available under such policy and applicable law, the
Company may require the cancellation of Participant’s Option (whether vested or unvested) and the recoupment of any gains realized with respect to
Participant’s Option.
BY ACCEPTING THIS OPTION, PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE AND
IN THE PLAN.
APPENDIX
STOKE THERAPEUTICS, INC.
2019 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
COUNTRY SPECIFIC PROVISIONS FOR EMPLOYEES OUTSIDE THE U.S.
Terms and Conditions
This Appendix includes additional terms and conditions that govern the Option granted to Participant under the Plan if Participant resides and/or works in
one of the countries below. This Appendix forms part of the Option Agreement. Any capitalized term used in this Appendix without definition will have the
meaning ascribed to it in the Notice, the Option Agreement, or the Plan, as applicable.
If Participant is a citizen or resident of a country, or is considered resident of a country, other than the one in which Participant is currently working, or
Participant transfers employment and/or residency between countries after the Date of Grant, the Company will, in its sole discretion, determine to what
extent the additional terms and conditions included herein will apply to Participant under these circumstances.
Notifications
This Appendix also includes information relating to exchange control, securities laws, foreign asset/account reporting, and other issues of which Participant
should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control, foreign asset/account
reporting, and other laws in effect in the respective countries as of June 4, 2019. Such laws are complex and change frequently. As a result, Participant
should not rely on the information herein as the only source of information relating to the consequences of Participant’s participation in the Plan because
the information may be out of date at the time that Participant exercises the Option, sells Shares acquired under the Plan, or takes any other action in
connection with the Plan.
In addition, the information is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure
Participant of any particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant laws in Participant’s country
may apply to Participant’s situation.
Finally, if Participant is a citizen or resident of a country, or is considered resident of a country, other than the one in which Participant is currently working
and/or residing, or Participant transfers employment and/or residency after the Date of Grant, the information contained herein may not apply to Participant
in the same manner.
APPENDIX
STOKE THERAPEUTICS, INC.
2019 EQUITY INCENTIVE PLAN
STOCK OPTION AWARD AGREEMENT
COUNTRY SPECIFIC PROVISIONS FOR EMPLOYEES OUTSIDE THE U.S.
None
STOKE THERAPEUTICS, INC.
2019 EQUITY INCENTIVE PLAN
NOTICE OF RESTRICTED STOCK UNIT AWARD
FORM
Unless otherwise defined herein, the terms defined in the Stoke Therapeutics, Inc. (the “Company”) 2019 Equity Incentive Plan (the “Plan”) will have the
same meanings in this Notice of Restricted Stock Unit Award and the electronic representation of this Notice of Restricted Stock Unit Award established
and maintained by the Company or a third party designated by the Company (this “Notice”).
Name:
Address:
You (the “Participant”) have been granted an award of Restricted Stock Units (“RSUs”) under the Plan subject to the terms and conditions of the Plan, this
Notice and the attached Restricted Stock Unit Award Agreement (the “Agreement”), including any applicable country-specific provisions in any appendix
attached hereto (the “Appendix”), which constitutes part of the Agreement.
Grant Number:
Number of RSUs:
Date of Grant:
Vesting Commencement Date:
Expiration Date:
The earlier to occur of: (a) the date on which settlement of all RSUs granted hereunder occurs,
and (b) the tenth anniversary of the Date of Grant. This RSU expires earlier if Participant’s
Service terminates earlier, as described in the Agreement.
Vesting Schedule:
Subject to the limitations set forth in this Notice, the Plan, and the Agreement, the RSUs will
vest in accordance with the following schedule: [insert applicable vesting schedule]
By accepting (whether in writing, electronically or otherwise) the RSUs, Participant acknowledges and agrees to the following:
1)
2)
3)
Participant understands that Participant’s Service with the Company or a Parent, Subsidiary, or Affiliate is for an unspecified duration, can be
terminated at any time (i.e., is “at-will”), except where otherwise prohibited by applicable law, and that nothing in this Notice, the Agreement,
or the Plan changes the nature of that relationship. Participant acknowledges that the vesting of the RSUs pursuant to this Notice is subject to
Participant’s continuing Service as an Employee, Director or Consultant. Participant agrees and acknowledges that the Vesting Schedule may
change prospectively in the event that Participant’s Service status changes between full- and part-time and/or in the event the Participant is on a
leave of absence, in accordance with Company policies relating to work schedules and vesting of Awards or as determined by the Committee.
This grant is made under and governed by the Plan, the Agreement, and this Notice, and this Notice is subject to the terms and conditions of
the Agreement and the Plan, both of which are incorporated herein by reference. Participant has read the Notice, the Agreement, and the Plan.
Participant has read the Company’s Insider Trading Policy, and agrees to comply with such policy, as it may be amended from time to time,
whenever Participant acquires or disposes of the Company’s securities.
4)
By accepting the RSUs, Participant consents to electronic delivery and participation as set forth in the Agreement.
PARTICIPANT
Signature:
Print Name:
STOKE THERAPEUTICS, INC.
By:
Its:
STOKE THERAPEUTICS, INC.
2019 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
FORM
Unless otherwise defined in this Restricted Stock Unit Award Agreement (this “Agreement”), any capitalized terms used herein will have the same
meaning ascribed to them in the Stoke Therapeutics, Inc. 2019 Equity Incentive Plan (the “Plan”).
Participant has been granted Restricted Stock Units (“RSUs”) subject to the terms, restrictions, and conditions of the Plan, the Notice of Restricted
Stock Unit Award (the “Notice”), and this Agreement, including any applicable country-specific provisions in any appendix attached hereto (the
“Appendix”), which constitutes part of this Agreement. In the event of a conflict between the terms and conditions of the Plan and the terms and conditions
of the Notice or this Agreement, the terms and conditions of the Plan will prevail.
1. Settlement. Settlement of RSUs will be made within thirty (30) days following the applicable date of vesting under the Vesting Schedule set forth in
the Notice. Settlement of RSUs will be in Shares. No fractional RSUs or rights for fractional Shares will be created pursuant to this Agreement.
2. No Stockholder Rights. Unless and until such time as Shares are issued in settlement of vested RSUs, Participant will have no ownership of the
Shares allocated to the RSUs and will have no rights to dividends or to vote such Shares.
3. Dividend Equivalents. Dividends, if any (whether in cash or Shares), will not be credited to Participant.
4. Non-Transferability of RSUs. The RSUs and any interest therein will not be sold, assigned, transferred, pledged, hypothecated, or otherwise disposed
of in any manner other than by will or by the laws of descent or distribution or court order or unless otherwise permitted by the Committee on a case-by-
case basis.
5. Termination; Leave of Absence; Change in Status. If Participant’s Service terminates for any reason, all unvested RSUs will be forfeited to the
Company immediately, and all rights of Participant to such RSUs automatically terminate without payment of any consideration to Participant. Participant’s
Service will be considered terminated as of the date Participant is no longer providing services (regardless of the reason for such termination and whether
or not later found to be invalid or in breach of employment laws in the jurisdiction where Participant is employed or the terms of Participant’s employment
agreement, if any) and will not, subject to the laws applicable to Participant’s Award, be extended by any notice period mandated under local laws (e.g.,
Service would not include a period of “garden leave” or similar period). Participant acknowledges and agrees that the Vesting Schedule may change
prospectively in the event Participant’s service status changes between full- and part-time status and/or in the event Participant is on an approved leave of
absence in accordance the Company’s policies relating to work schedules and vesting of awards or as determined by the Committee. Participant
acknowledges that the vesting of the Shares pursuant to this Notice and Agreement is subject to Participant’s continued Service. In case of any dispute as to
whether termination of Service has occurred, the Committee will have sole discretion to determine whether such termination of Service has occurred and
the effective date of such termination (including whether Participant may still be considered to be providing services while on an approved leave of
absence).
6. Taxes.
(a) Responsibility for Taxes. Participant acknowledges that, regardless of any action taken by the Company or, if different, a Parent, Subsidiary or
Affiliate employing or retaining Participant (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax,
payment on account or other tax-related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”) is
and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer, if any. Participant further
acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in
connection with any aspect of the RSUs, including, but not limited to, the grant, vesting or settlement of the RSUs and the subsequent sale of Shares
acquired pursuant to such settlement and the receipt of any dividends, and (ii) do not commit to and are under no obligation to structure the terms of the
grant or any aspect of the RSUs to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if
Participant
is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as
applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction. PARTICIPANT SHOULD CONSULT A TAX
ADVISER APPROPRIATELY QUALIFIED IN THE COUNTRY OR COUNTRIES IN WHICH PARTICIPANT RESIDES OR IS SUBJECT TO TAXATION.
(b) Withholding. Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make arrangements satisfactory to the
Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company and/or the Employer, or their respective
agents, at their discretion, to satisfy any withholding obligations for Tax-Related Items by one or a combination of the following all under such rules as may
be established by the Committee and in compliance with the Company’s Insider Trading Policy and 10b5-1 Trading Plan Policy, if applicable:
(i)
(ii)
(iii)
(iv)
(v)
withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer; or
withholding from proceeds of the sale of Shares acquired upon settlement of the RSUs either through a voluntary sale or through a
mandatory sale arranged by the Company (on Participant’s behalf pursuant to this authorization and without further consent);
withholding Shares to be issued upon settlement of the RSUs, provided the Company only withholds the number of Shares necessary to
satisfy no more than the maximum applicable statutory withholding amounts;
Participant’s payment of a cash amount (including by check representing readily available funds or a wire transfer); or
any other arrangement approved by the Committee and permitted under applicable law;
provided however, that if Participant is a Section 16 officer of the Company under the Exchange Act, then the Committee (as constituted in
accordance with Rule 16b-3 under the Exchange Act) will establish the method of withholding from alternatives (i)-(v) above prior to the Tax-
Related Items withholding event, and unless determined otherwise by the Committee in advance of a Tax-Related Items withholding event, the method of
withholding for this RSU will be (ii) above.
Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable statutory
withholding rates or other applicable withholding rates, including up to the maximum permissible statutory rate for Participant’s tax jurisdiction(s) in which
case Participant will have no entitlement to the equivalent amount in Shares and will receive a refund of any over-withheld amount in cash in accordance
with applicable law. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant is deemed to have been
issued the full number of Shares subject to the vested RSUs, notwithstanding that a number of the Shares are held back solely for the purpose of satisfying
the withholding obligation for Tax-Related Items.
Finally, Participant agrees to pay to the Company and/or the Employer any amount of Tax-Related Items that the Company and/or the Employer
may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described.
The Company may refuse to issue or deliver the Shares or the proceeds of the sale of Shares, if Participant fails to comply with Participant’s obligations in
connection with the Tax-Related Items.
7. Nature of Grant. By accepting the RSUs, Participant acknowledges, understands and agrees that:
(a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by
the Company at any time, to the extent permitted by the Plan;
(b) the grant of the RSUs is exceptional, voluntary, and occasional, and does not create any contractual or other right to receive future grants of
RSUs, or benefits in lieu of RSUs, even if RSUs have been granted in the past;
(c) all decisions with respect to future RSUs or other grants, if any, will be at the sole discretion of the Company;
(d) Participant is voluntarily participating in the Plan;
(e) the RSUs and Participant’s participation in the Plan will not create a right to employment or be interpreted as forming or amending an
employment or service contract with the Company or the Employer and will not interfere with the ability of the Company or the Employer, as applicable, to
terminate Participant’s employment or service relationship (if any);
(f) the RSUs and the Shares subject to the RSUs, and the income and value of same, are not intended to replace any pension rights or
compensation;
(g) the RSUs and the Shares subject to the RSUs, and the income and value of same, are not part of normal or expected compensation for any
purpose, including, but not limited to, calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-
service awards, pension or retirement, or welfare benefits or similar payments;
(h) unless otherwise agreed with the Company, the RSUs, and the Shares subject to the RSUs, and the income and value of same, are not granted
as consideration for, or in connection with, the service Participant may provide as a director of a Parent, Subsidiary, or Affiliate;
(i) the future value of the underlying Shares is unknown, indeterminable, and cannot be predicted with certainty;
(j) no claim or entitlement to compensation or damages will arise from forfeiture of the RSUs resulting from Participant’s termination of Service
(regardless of the reason for such termination and whether or not later found to be invalid or in breach of employment laws in the jurisdiction where
Participant is employed or the terms of Participant’s employment agreement, if any), and in consideration of the grant of the RSUs to which Participant is
otherwise not entitled, Participant irrevocably agrees never to institute any claim against the Employer, the Company, and any Parent, Subsidiary or
Affiliate; waives his or her ability, if any, to bring any such claim; and releases the Employer, the Company, and any Parent, Subsidiary, or Affiliate from
any such claim; if, notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan,
Participant will be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal
or withdrawal of such claim;
(k) unless otherwise provided in the Plan or by the Company in its discretion, the RSUs and the benefits evidenced by this Agreement do not
create any entitlement to have the RSUs or any such benefits transferred to, or assumed by, another company nor to be exchanged, cashed out or substituted
for, in connection with any Corporate Transaction affecting the Shares; and
(l) the following provisions apply only if Participant is providing services outside the United States:
(i) the RSUs and the Shares subject to the RSUs are not part of normal or expected compensation or salary for any purpose;
(ii) Participant acknowledges and agrees that neither the Company, the Employer nor any Parent or Subsidiary or Affiliate will be liable
for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the RSUs or of any
amounts due to Participant pursuant to the settlement of the RSUs or the subsequent sale of any Shares acquired upon settlement.
8. No Advice Regarding Grant. The Company is not providing any tax, legal, or financial advice, nor is the Company making any recommendations
regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant acknowledges, understands and
agrees he or she should consult with his or her own personal tax, legal, and financial advisors regarding his or her participation in the Plan before taking
any action related to the Plan.
9. Data Privacy. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of
Participant’s personal data as described in this Agreement and any other RSU grant materials by and among, as applicable, the Employer, the
Company and any Parent, Subsidiary or Affiliate for the exclusive purpose of implementing, administering and managing Participant’s participation in
the Plan.
Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not
limited to, Participant’s name, home address, email address and telephone number, date of birth, social insurance number, passport number or other
identification number, salary, nationality, job title, any shares of stock or directorships held in the Company, details of all RSUs or any other
entitlement to shares of stock awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor (“Data”), for the exclusive purpose of
implementing, administering and managing the Plan.
Participant understands that Data will be transferred to the stock plan service provider as may be designated by the Company from time to time
or its affiliates or such other stock plan service provider as may be selected by the Company in the future, which is assisting the Company with the
implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United
States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s
country. Participant understands that if he or she resides outside the United States, he or she may request a list with the names and addresses of any
potential recipients of the Data by contacting his or her local human resources representative. Participant authorizes the Company, the stock plan
service provider as may be designated by the Company from time to time, and its affiliates, and any other possible recipients which may assist the
Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in
electronic or other form, for the sole purpose of implementing, administering and managing his or her participation in the Plan. Participant
understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan.
Participant understands that if he or she resides outside the United States, he or she may, at any time, view Data, request additional information about
the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by
contacting in writing his or her local human resources representative. Further, Participant understands that he or she is providing the consents herein
on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, his or her employment status or
service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is
that the Company would not be able to grant Participant RSUs or other equity awards or administer or maintain such awards. Therefore, Participant
understands that refusing or withdrawing his or her consent may affect Participant’s ability to participate in the Plan. For more information on the
consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact his or her local human
resources representative.
10. Language. If Participant has received this Agreement or any other document related to the RSU and/or the Plan translated into a language other than
English and if the meaning of the translated version is different than the English version, the English version will control.
11. Appendix. Notwithstanding any provisions in this Agreement, the RSUs will be subject to any special terms and conditions set forth in any Appendix
to this Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in the Appendix, the special terms and
conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or
advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
12. Imposition of Other Requirements. The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the
RSUs and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and
to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.
13. Acknowledgement. The Company and Participant agree that the RSUs are granted under and governed by the Notice, this Agreement, and the Plan
(incorporated herein by reference). Participant: (a) acknowledges receipt of a copy of the Plan and the Plan prospectus, (b) represents that Participant has
carefully read and is familiar with their provisions, and (c) hereby accepts the RSUs subject to all of the terms and conditions set forth herein and those set
forth in the Plan and the Notice.
14. Entire Agreement; Enforcement of Rights. This Agreement, the Plan, and the Notice constitute the entire agreement and understanding of the
parties relating to the subject matter herein and supersede all prior discussions between them. Any prior agreements, commitments, or negotiations
concerning the purchase of the Shares hereunder are superseded. No adverse modification of or adverse amendment to this Agreement, nor any waiver of
any rights under this Agreement, will be effective unless in writing and signed by the parties to this Agreement (which writing and signing may be
electronic). The
failure by either party to enforce any rights under this Agreement will not be construed as a waiver of any rights of such party.
15. Compliance with Laws and Regulations. The issuance of Shares and the sale of Shares will be subject to and conditioned upon compliance by the
Company and Participant with all applicable state, federal, local and foreign laws and regulations and with all applicable requirements of any stock
exchange or automated quotation system on which the Company’s Shares may be listed or quoted at the time of such issuance or transfer. Participant
understands that the Company is under no obligation to register or qualify the Common Stock with any state, federal, or foreign securities commission or to
seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Participant agrees that the Company will have
unilateral authority to amend the Plan and this RSU Agreement without Participant’s consent to the extent necessary to comply with securities or other laws
applicable to issuance of Shares. Finally, the Shares issued pursuant to this RSU Agreement will be endorsed with appropriate legends, if any, determined
by the Company.
16. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such
provision will be excluded from this Agreement, (b) the balance of this Agreement will be interpreted as if such provision were so excluded and (c) the
balance of this Agreement will be enforceable in accordance with its terms.
17. Governing Law and Venue. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto will be
governed, construed, and interpreted in accordance with the laws of the State of Delaware, without giving effect to such state’s conflict of laws rules.
Any and all disputes relating to, concerning or arising from this Agreement, or relating to, concerning, or arising from the relationship between the
parties evidenced by the Plan or this Agreement, will be brought and heard exclusively in the U.S. District Court for the District of Massachusetts or the
Massachusetts Superior Court, Middlesex County. Each of the parties hereby represents and agrees that such party is subject to the personal jurisdiction of
said courts; hereby irrevocably consents to the jurisdiction of such courts in any legal or equitable proceedings related to, concerning, or arising from such
dispute, and waives, to the fullest extent permitted by law, any objection which such party may now or hereafter have that the laying of the venue of any
legal or equitable proceedings related to, concerning, or arising from such dispute which is brought in such courts is improper or that such proceedings
have been brought in an inconvenient forum.
18. No Rights as Employee, Director or Consultant. Nothing in this Agreement will affect in any manner whatsoever any right or power of the
Employer or the Company to terminate Participant’s Service, for any reason, with or without Cause.
19. Consent to Electronic Delivery of All Plan Documents and Disclosures. By Participant’s acceptance of the Notice (whether in writing or
electronically), Participant and the Company agree that the RSUs are granted under and governed by the terms and conditions of the Plan, the Notice, and
this Agreement. Participant has reviewed the Plan, the Notice, and this Agreement in their entirety, has had an opportunity to obtain the advice of counsel
prior to executing this Notice and Agreement, and fully understands all provisions of the Plan, the Notice, and this Agreement. Participant hereby agrees to
accept as binding, conclusive, and final all decisions or interpretations of the Committee upon any questions relating to the Plan, the Notice, and this
Agreement. Participant further agrees to notify the Company upon any change in Participant’s residence address. By acceptance of the RSUs, Participant
agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the
Company and consents to the electronic delivery of the Notice, this Agreement, the Plan, account statements, Plan prospectuses required by the U.S.
Securities and Exchange Commission, U.S. financial reports of the Company, and all other documents that the Company is required to deliver to its
security holders (including, without limitation, annual reports and proxy statements), or other communications or information related to the RSUs and
current or future participation in the Plan. Electronic delivery may include the delivery of a link to the Company intranet or the internet site of a third party
involved in administering the Plan, the delivery of the document via e-mail, or such other delivery determined at the Company’s discretion. Participant
acknowledges that Participant may receive from the Company a paper copy of any documents delivered electronically at no cost if Participant contacts the
Company by telephone, through a postal service, or electronic mail to Stock Administration. Participant further acknowledges that Participant will be
provided with a paper copy of any documents delivered electronically if electronic delivery fails; similarly, Participant understands that Participant must
provide on request to the Company or any designated third party a paper copy of any documents delivered electronically if electronic delivery fails.
Also, Participant understands that Participant’s consent may be revoked or changed, including any change in the electronic mail address to which
documents are delivered (if Participant has provided an electronic mail address), at any time by notifying the Company of such revised or revoked consent
by telephone, postal service, or electronic mail to Stock Administration. Finally, Participant understands that Participant is not required to consent to
electronic delivery if local laws prohibit such consent.
20. Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country, Participant may be subject to
insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell the Shares or rights to Shares under the Plan
during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any
restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider
trading policy. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions and understands that Participant
should consult his or her personal legal advisor on such matters. In addition, Participant acknowledges that he or she read the Company’s Insider Trading
Policy, and agrees to comply with such policy, as it may be amended from time to time, whenever Participant acquires or disposes of the Company’s
securities.
21. Code Section 409A. For purposes of this Agreement, a termination of employment will be determined consistent with the rules relating to a
“separation from service” as defined in Section 409A of the Internal Revenue Code and the regulations thereunder (“Section 409A”). Notwithstanding
anything else provided herein, to the extent any payments provided under this RSU Agreement in connection with Participant’s termination of employment
constitute deferred compensation subject to Section 409A, and Participant is deemed at the time of such termination of employment to be a “specified
employee” under Section 409A, then such payment will not be made or commence until the earlier of (a) the expiration of the six (6) month period
measured from Participant’s separation from service to the Employer or the Company, or (b) the date of Participant’s death following such a separation
from service; provided, however, that such deferral will only be effected to the extent required to avoid adverse tax treatment to Participant including,
without limitation, the additional tax for which Participant would otherwise be liable under Section 409A(a)(1)(B) in the absence of such a deferral. To the
extent any payment under this RSU Agreement may be classified as a “short-term deferral” within the meaning of Section 409A, such payment will be
deemed a short-term deferral, even if it may also qualify for an exemption from Section 409A under another provision of Section 409A. Payments pursuant
to this section are intended to constitute separate payments for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations.
22. Award Subject to Company Clawback or Recoupment. To the extent permitted by applicable law, the RSUs will be subject to clawback or
recoupment pursuant to any compensation clawback or
recoupment policy adopted by the Board or required by law during the term of Participant’s employment or other Service that is applicable to Participant.
In addition to any other remedies available under such policy and applicable law, the Company may require the cancellation of Participant’s RSUs (whether
vested or unvested) and the recoupment of any gains realized with respect to Participant’s RSUs.
BY ACCEPTING THIS AWARD OF RSUS, PARTICIPANT AGREES TO ALL OF THE TERMS AND CONDITIONS DESCRIBED ABOVE
AND IN THE PLAN.
APPENDIX
STOKE THERAPEUTICS, INC.
2019 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
COUNTRY SPECIFIC PROVISIONS FOR EMPLOYEES OUTSIDE THE U.S.
Terms and Conditions
This Appendix includes additional terms and conditions that govern the RSUs granted to Participant under the Plan if Participant resides and/or works in
one of the countries below. This Appendix forms part of the Agreement. Any capitalized term used in this Appendix without definition will have the
meaning ascribed to it in the Notice, the Agreement, or the Plan, as applicable.
If Participant is a citizen or resident of a country, or is considered resident of a country, other than the one in which Participant is currently working, or
Participant transfers employment and/or residency between countries after the Date of Grant, the Company will, in its sole discretion, determine to what
extent the additional terms and conditions included herein will apply to Participant under these circumstances.
Notifications
This Appendix also includes information relating to exchange control, securities laws, foreign asset/account reporting, and other issues of which Participant
should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control, foreign asset/account
reporting, and other laws in effect in the respective countries as of June 4, 2019. Such laws are complex and change frequently. As a result, Participant
should not rely on the information herein as the only source of information relating to the consequences of Participant’s participation in the Plan because
the information may be out of date at the time that Participant vests in the RSUs, sells Shares acquired under the Plan, or takes any other action in
connection with the Plan.
In addition, the information is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure
Participant of any particular result. Accordingly, Participant should seek appropriate professional advice as to how the relevant laws in Participant’s country
may apply to Participant’s situation.
Finally, if Participant is a citizen or resident of a country, or is considered resident of a country, other than the one in which Participant is
currently working and/or residing, or Participant transfers employment and/or residency after the Date of Grant, the information contained
herein may not apply to Participant in the same manner.
APPENDIX
STOKE THERAPEUTICS, INC.
2019 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
COUNTRY SPECIFIC PROVISIONS FOR EMPLOYEES OUTSIDE THE U.S.
None
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the registration statements (Nos. 333-232191, 333-237345, 333-254499, and 333-263531)
on Form S-8 and (No. 333-265107) on Form S-3, of our report dated March 6, 2023, with respect to the consolidated financial statements of
Stoke Therapeutics, Inc.
Exhibit 23.1
Boston, Massachusetts
March 6, 2023
/s/ KPMG LLP
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
I, Edward M. Kaye, certify that:
1.
I have reviewed this Form 10-K of Stoke Therapeutics, Inc.;
2.
3.
4.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: March 6, 2023
/s/ Edward M. Kaye, M.D.
Edward M. Kaye, M.D.
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR 15d-14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.2
I, Stephen J. Tulipano, certify that:
1.
I have reviewed this Form 10-K of Stoke Therapeutics, Inc.;
2.
3.
4.
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this
report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-
15(f)) for the registrant and have:
a.
b.
c.
d.
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our
supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the
effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent
fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant’s internal control over financial reporting; and
5.
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the
registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a.
b.
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control
over financial reporting.
Date: March 6, 2023
/s/ Stephen J. Tulipano, CPA
Stephen J. Tulipano, CPA
Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.1
I, Edward M. Kaye, Chief Executive Officer of Stoke Therapeutics, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.
2.
the Annual Report on Form 10-K of the Company for the year ended December 31, 2022 (the “Report”) fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 6, 2023
By:
/s/ Edward M. Kaye, M.D.
Edward M. Kaye, M.D.
Chief Executive Officer
(Principal Executive Officer)
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
Exhibit 32.2
I, Stephen J. Tulipano, Chief Financial Officer of Stoke Therapeutics, Inc. (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.
2.
the Annual Report on Form 10-K of the Company for the year ended December 31, 2022 (the “Report”) fully complies with the requirements of
Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date: March 6, 2023
By:
/s/ Stephen J. Tulipano, CPA
Stephen J. Tulipano
Chief Financial Officer
(Principal Financial Officer and Principal Accounting
Officer)