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SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Stealth BioTherapeutics Corp - ADR
SEC Filings (Chronological Order)
Denne side giver en komplet, kronologisk liste over SEC-arkiveringer, eksklusive ejerskabsregistreringer, som vi leverer andre steder.
| November 28, 2022 |
15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-38810 STEALTH BIOTHERAPEUTICS CORP (Exact name of registrant as s |
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| November 16, 2022 |
SC 13E3/A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 16, 2022 |
As filed with the Securities and Exchange Commission on November 16, 2022 S-8 POS As filed with the Securities and Exchange Commission on November 16, 2022 Registration No. |
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| November 16, 2022 |
As filed with the Securities and Exchange Commission on November 16, 2022 As filed with the Securities and Exchange Commission on November 16, 2022 Registration No. |
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| November 16, 2022 |
Stealth BioTherapeutics Corp Announces Completion of Merger Exhibit 99.1 Stealth BioTherapeutics Corp Announces Completion of Merger BOSTON, November 16, 2022 ? Stealth BioTherapeutics Corp (Nasdaq: MITO) (the ?Company? or ?Stealth BioTherapeutics?), a clinical-stage biotechnology company focused on the discovery, development, and commercialization of novel therapies for diseases involving mitochondrial dysfunction, announced today the completion of the me |
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| November 16, 2022 |
As filed with the Securities and Exchange Commission on November 16, 2022 As filed with the Securities and Exchange Commission on November 16, 2022 Registration No. |
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| November 16, 2022 |
As filed with the Securities and Exchange Commission on November 16, 2022 As filed with the Securities and Exchange Commission on November 16, 2022 Registration No. |
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| November 16, 2022 |
As filed with the Securities and Exchange Commission on November 16, 2022 As filed with the Securities and Exchange Commission on November 16, 2022 Registration No. |
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| November 16, 2022 |
As filed with the Securities and Exchange Commission on November 16, 2022 As filed with the Securities and Exchange Commission on November 16, 2022 Registration No. |
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| November 16, 2022 |
As filed with the Securities and Exchange Commission on November 16, 2022 S-8 POS As filed with the Securities and Exchange Commission on November 16, 2022 Registration No. |
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| November 16, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2022 Commission File Number: 001-38810 STEALTH BIOTHERAPEUTICS CORP Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) Limited One Nexus Way, Camana Bay Grand Caym |
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| October 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2022 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman |
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| October 7, 2022 |
PROXY STATEMENT OF THE COMPANY Stealth BioTherapeutics Corp c/o Stealth BioTherapeutics Inc. |
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| October 7, 2022 |
STEALTH BIOTHERAPEUTICS CORP (the “Company”) SHAREHOLDER PROXY Exhibit (a)(3) STEALTH BIOTHERAPEUTICS CORP (the ?Company?) SHAREHOLDER PROXY I/We Please print Name(s) of Please print Address(es) the undersigned, being the registered holder(s) of ordinary shares, with a par value of US$0. |
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| October 7, 2022 |
Stealth BioTherapeutics Corp to Hold Extraordinary General Meeting of Shareholders Exhibit 99.1 Stealth BioTherapeutics Corp to Hold Extraordinary General Meeting of Shareholders Boston, October 7, 2022 ? Stealth BioTherapeutics Corp (Nasdaq: MITO) (?Stealth? or the ?Company?), a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving mitochondrial dysfunction, announced today that it has called a |
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| October 7, 2022 |
STEALTH BIOTHERAPEUTICS CORP (THE “COMPANY”) NOTICE OF EXTRAORDINARY GENERAL MEETING Exhibit (a)(2) STEALTH BIOTHERAPEUTICS CORP (THE ?COMPANY?) NOTICE OF EXTRAORDINARY GENERAL MEETING IMPORTANT For shareholders wishing to join the meeting by teleconference please use the following connection information: Dial the dial in code: +1 312 626 6799 and enter the Participant Code 665 579 0033 followed by the # key. |
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| October 7, 2022 |
Form of ADS Voting Instruction Card. Exhibit (a)(4) Extraordinary General Meeting The ADS Voting Instructions must be signed, completed and received at the indicated address prior to 10:00 A. |
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| October 7, 2022 |
Dissenter Rights. See “Special Factors—Dissenters’ Rights.” Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 2) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Stealth BioTherapeutics Corp (Name of the Issuer) Stealth BioTherapeutics Corp Stealth Parent Limited Stealth Merger Sub Limited Morningside Venture (I) Investments Limit |
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| September 30, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2022 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Caym |
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| September 23, 2022 |
September 23, 2022 +1 617 526 6000 (t) +1 617 526 5000 (f) www.wilmerhale.com By Electronic Submission Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Perry Hindin Re: Stealth BioTherapeutics Corp Schedule 13E-3 filed August 19, 2022 File No. 005-90943 Ladies and Gentlemen: On behalf of Stealth BioTherapeutics Corp (the ?Company |
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| September 23, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be r |
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| September 23, 2022 |
CUSIP No. 85788D100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 10)* Stealth BioTherapeutics Corp (Name of Issuer) Ordinary Shares, par value $0.0003 per share (Title of Class of Securities) 85788D100 (CUSIP Number) Gregg L. Katz Joshua M. Zachariah Sean M. Donahue Goodwin Procter LLP 100 Northern A |
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| September 23, 2022 |
Exhibti (c)(3) Project Legend PRELIMINARY D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E J U L Y 1 4 , 2 0 2 2 P R E L I M I N A R Y A N D C O N F I D E N T I A L | S U B J E C T T O F U R T H E R R E V I E W A N D R E V I S I O N Table of Contents Page 1. |
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| September 23, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 (Rule 13e-100) (Amendment No. 1) RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Stealth BioTherapeutics Corp (Name of the Issuer) Stealth BioTherapeutics Corp Stealth Parent Limited Stealth Merger Sub Limited Morningside Venture (I) Investments Limit |
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| September 23, 2022 |
Exhibit (c)(4) Project Legend PRELIMINARY D I S C U S S I O N M AT E R I A L S F O R T H E S P E C I A L C O M M I T T E E J U L Y 1 7 , 2 0 2 2 P R E L I M I N A R Y A N D C O N F I D E N T I A L | S U B J E C T T O F U R T H E R R E V I E W A N D R E V I S I O N Preliminary Liquidation Analysis Company Assets and Liabilities (dollars in millions) Draft Hypothetical Balance Sheet Recoverability Estimate Liquidation Value as of 6/30/2022 [1] Low High Low High Current Assets: A Cash & Cash Equivalents $28. |
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| August 19, 2022 |
Notice of Extraordinary General Meeting of Shareholders of the Company. Exhibit (a)(2) STEALTH BIOTHERAPEUTICS CORP (THE ?COMPANY?) NOTICE OF EXTRAORDINARY GENERAL MEETING NOTICE is hereby given that an Extraordinary General Meeting of the Company will be held on , 2022 at at for the purpose of considering and, if thought fit, passing the following resolutions: Resolution 1 1. |
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| August 19, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) |
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| August 19, 2022 |
Opinion of Houlihan Lokey as Financial Advisor to the Special Committee. Exhibit (c)(1) July 31, 2022 Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) Limited One Nexus Way, Camana Bay Grand Cayman KY1-9005 Cayman Islands Attn: The Special Committee of the Board of Directors Dear Members of the Special Committee: We understand that Stealth BioTherapeutics Corp (the ?Company?) intends to enter into an Agreement and Plan of Merger (the ?Agreement?) by and among the Company, Stealth Parent Limited (?Parent?) and Stealth Merger Sub Limited, a wholly owned subsidiary of Parent (?Merger Sub?), pursuant to which, among other things, (i) the Company will merge with Merger Sub (the ?Merger?), (ii) each outstanding ordinary share, of a nominal or par value of $0. |
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| August 19, 2022 |
Calculation of Filing Fee Tables. Exhibit 107 Calculation of Filing Fee Tables Schedule 13E-3 (Form Type) Stealth BioTherapeutics Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Transaction Valuation Transaction valuation Fee Rate Amount of Filing Fee Total Transaction Valuation $ 39,892,357. |
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| August 19, 2022 |
Section 238 of the Cayman Islands Companies Act (as revised). Exhibit (f)(2) Cayman Islands Companies Act (As Revised) ?Section 238 238. Rights of dissenters (1) A member of a constituent company incorporated under this Act shall be entitled to payment of the fair value of that person?s shares upon dissenting from a merger or consolidation. (2) A member who desires to exercise that person?s entitlement under subsection (1) shall give to the constituent compa |
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| August 19, 2022 |
Proxy Statement of the Company dated , 2022. Exhibit (a)(1) PROXY STATEMENT OF THE COMPANY Stealth BioTherapeutics Corp c/o Stealth BioTherapeutics Inc. |
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| August 19, 2022 |
Exhibit (a)(3) STEALTH BIOTHERAPEUTICS CORP (the ?Company?) SHAREHOLDER PROXY I/We Please print Name(s) of Please print Address(es) the undersigned, being the registered holder(s) of ordinary shares, with a par value of US$0. |
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| August 19, 2022 |
Exhibit (d)(3) DATED 2022 STEALTH BIOTHERAPEUTICS CORP AND STEALTH MERGER SUB LIMITED PLAN OF MERGER Floor 4, Willow House, Cricket Square Grand Cayman KY1-9010 Cayman Islands campbellslegal. |
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| August 19, 2022 |
Exhibit (c)(2) Project Legend DISCUSSION MATERIALS FOR THE SPECIAL COMMITTEE JULY 31, 2022 PRELIMINARY AND CONFIDENTIAL | SUBJECT TO FURTHER REVIEW AND REVISION Table of Contents Page 1. |
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| August 19, 2022 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13E-3 RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934 Stealth BioTherapeutics Corp (Name of the Issuer) Stealth BioTherapeutics Corp Stealth Parent Limited Stealth Merger Sub Limited Morningside Venture (I) Investments Limited Equal Talent Investments Limit |
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| August 1, 2022 |
Exhibit 99.6 Interim Investors AGREEMENT This Interim Investors Agreement (this ?Agreement?) is made as of July 31, 2022, by and between Morningside Venture (I) Investments Limited (the ?Lead Investor?) and J. Wood Capital Advisors LLC (the ?Co-Investor? and together with the Lead Investor, the ?Investors?). RECITALS WHEREAS, the Lead Investor is pursuing a proposed transaction to acquire Stealth |
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| August 1, 2022 |
Exhibit 99.4 LIMITED GUARANTEE J. Wood Capital Advisors LLC (the ?Guarantor?) hereby enters into this Limited Guarantee in favor of Stealth BioTherapeutics Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (?Company? or the ?Guaranteed Party?), on this July 31, 2022. 1. Limited Guarantee. To induce the Guaranteed Party to enter into the Agreement an |
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| August 1, 2022 |
Exhibit 99.2 AGREEMENT AND PLAN OF MERGER Among STEALTH PARENT LIMITED STEALTH MERGER SUB LIMITED and, STEALTH BIOTHERAPEUTICS CORP Dated as of July 31, 2022 TABLE OF CONTENTS Page Article I THE MERGER Section 1.01 The Merger. 2 Section 1.02 Closing; Closing Date. 2 Section 1.03 Effective Date. 2 Section 1.04 Effects of the Merger. 2 Section 1.05 Memorandum and Articles of Association of Surviving |
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| August 1, 2022 |
Exhibit 99.3 LIMITED GUARANTEE Morningside Venture (I) Investments Limited (the ?Guarantor?) hereby enters into this Limited Guarantee in favor of Stealth BioTherapeutics Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (?Company? or the ?Guaranteed Party?), on this July 31, 2022. 1. Limited Guarantee. To induce the Guaranteed Party to enter into t |
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| August 1, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2022 Commission File Number: 001-38810 STEALTH BIOTHERAPEUTICS CORP Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) Limited One Nexus Way, Camana Bay Grand Cayman |
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| August 1, 2022 |
CUSIP No. 85788D100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 9)* Stealth BioTherapeutics Corp (Name of Issuer) Ordinary Shares, par value $0.0003 per share (Title of Class of Securities) 85788D100 (CUSIP Number) Gregg L. Katz Joshua M. Zachariah Sean M. Donahue Goodwin Procter LLP 100 Northern Av |
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| August 1, 2022 |
Stealth BioTherapeutics Corp Enters Definitive Agreement for Going Private Transaction Exhibit 99.1 Stealth BioTherapeutics Corp Enters Definitive Agreement for Going Private Transaction Boston, MA, August 1, 2022 ? Stealth BioTherapeutics Corp (Nasdaq: MITO), a clinical-stage biotechnology company focused on the discovery, development, and commercialization of novel therapies for diseases involving mitochondrial dysfunction, announced today that it has entered into a definitive Agr |
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| August 1, 2022 |
Exhibit 99.5 VOTING AND SUPPORT AGREEMENT This VOTING AND SUPPORT AGREEMENT (this ?Agreement?) is entered into as of July 31, 2022 by and between Stealth BioTherapeutics Corp, an exempted company with limited liability incorporated under the laws of the Cayman Islands (the ?Company?) and certain shareholders of the Company listed on Schedule A hereto (each, a ?Shareholder? and collectively, the ?S |
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| July 11, 2022 |
STEALTH BIOTHERAPEUTICS ANNOUNCES RECEIPT OF NON-COMPLIANCE NOTICE FROM NASDAQ Exhibit 99.1 STEALTH BIOTHERAPEUTICS ANNOUNCES RECEIPT OF NON-COMPLIANCE NOTICE FROM NASDAQ BOSTON ? July 11, 2022 ? Stealth BioTherapeutics Corp (Nasdaq:MITO), a clinical-stage biotechnology company focused on the discovery, development, and commercialization of novel therapies for diseases involving mitochondrial dysfunction, announced that it received a letter from the Listing Qualifications de |
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| July 11, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2022 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) L |
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| June 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* Stealth BioTherapeutics Corp (Name of Issuer) Ordinary Shares, par value $0.0003 per share (Title of Class of Securities) 85788D100 (CUSIP Number) Gregg L. Katz Joshua M. Zachariah Sean M. Donahue Goodwin Procter LLP 100 Northern Avenue Boston, MA 0221 |
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| June 27, 2022 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. Dated: June 27, 2022 For and on behalf of MO |
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| June 27, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2022 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) L |
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| June 27, 2022 |
Stealth BioTherapeutics Corp Announces Receipt of Preliminary Non-Binding Proposal Stealth BioTherapeutics Corp Announces Receipt of Preliminary Non-Binding Proposal Boston, MA, June 27, 2022 ? Stealth BioTherapeutics Corp (Nasdaq: MITO), a clinical-stage biotechnology company focused on the discovery, development, and commercialization of novel therapies for diseases involving mitochondrial dysfunction, announced today that its Board of Directors (the ?Board?) has received a preliminary non-binding proposal letter dated June 24, 2022 (the ?Proposal Letter?) from Morningside Venture (I) Investments Ltd. |
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| June 13, 2022 |
STEALTH BIOTHERAPEUTICS CORP c/o Intertrust Corporate Services (Cayman) Limited One Nexus Way Camana Bay, Grand Cayman KY1-9005 Cayman Islands June 13, 2022 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 3, 2022 |
Stealth Biotherapeutics Corp c/o Intertrust Corporate Services (Cayman) Limited One Nexus Way, Camana Bay Grand Cayman KY1-9005 Cayman Islands VIA EDGAR June 3, 2022 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 3, 2022 |
As filed with the Securities and Exchange Commission on June 3, 2022 As filed with the Securities and Exchange Commission on June 3, 2022 Registration No. |
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| June 3, 2022 |
EX-FILING FEES 4 mito-exfilingfees7.htm EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Stealth BioTherapeutics Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rat |
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| June 3, 2022 |
Exhibit 107 Calculation of Filing Fee Table Form F-1 (Form Type) Stealth BioTherapeutics Corp (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount Registered(1) Proposed Maximum Offering Price Per Share Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to Be Paid Equity Ordinary shares, $0. |
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| June 3, 2022 |
As filed with the Securities and Exchange Commission on June 3, 2022 As filed with the Securities and Exchange Commission on June 3, 2022 Registration No. |
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| May 18, 2022 |
Exhibit 99.1 STEALTH BIOTHERAPEUTICS CORP Condensed Consolidated Statements of Operations (in thousands, except share and per share data) (unaudited) Three months ending March 31, 2022 2021 Operating expenses: Research and development $ 7,776 $ 6,099 General and administrative 5,298 4,979 Total operating expenses 13,074 11,078 Loss from operations (13,074 ) (11,078 ) Other income (expense): Gain f |
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| May 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2022 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) Li |
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| April 11, 2022 |
6-K 1 6kaprilrdomvil.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2022 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant’s name into English) Stealth BioTherapeutics Corp c/o Intertrust |
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| April 11, 2022 |
Exhibit 10.2 ORDINARY SHARE PURCHASE AGREEMENT This ORDINARY SHARE PURCHASE AGREEMENT (“Agreement”) is made as of April 10, 2022 (the “Effective Date”), by and between Stealth BioTherapeutics Corp, a Cayman Islands exempted company (the “Company”), and Morningside Venture (I) Investments Limited (the “Investor”). RECITALS WHEREAS, pursuant to the terms and subject to the conditions set forth in th |
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| April 11, 2022 |
5,583,028 American Depositary Shares Representing 66,996,336 Ordinary Shares Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-237542 Prospectus Supplement (To Prospectus dated April 10, 2020) 5,583,028 American Depositary Shares Representing 66,996,336 Ordinary Shares We are offering 5,583,028 American Depositary Shares, or ADS, each representing 12 ordinary shares, each with a nominal or par value of $0.0003 per share, or Ordinary Shares, to certain institu |
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| April 11, 2022 |
Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?SECURITIES ACT?), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| April 11, 2022 |
Securities Purchase Agreement, dated April 10, 2022, by and between the Company and the Purchaser EX-10.1 5 mito-ex101.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of April 10, 2022, is between Stealth BioTherapeutics Corp, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchase |
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| April 11, 2022 |
Exhibit 4.2 THIS WARRANT AND THE ORDINARY SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. 2022-1 Number of Shares: 63,169,980 (subject to adjustment) Date of Issuance: April 13, 2022 STEALTH BIOTHERAPEUTICS CORP Ordinary Share Purchase Warrant (Void after October 13, 2027) STEALTH BIOTHERAPEUTICS CORP, an exempted compa |
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| April 7, 2022 |
Consent of Deloitte & Touche, LLP, independent registered public accounting firm Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-230452, 333-237541, and 333-253601 on Form S-8 and Registration Statement No. 333-237542 on Form F-3 of our report dated April 7, 2022, relating to the consolidated financial statements of Stealth BioTherapeutics Corp appearing in this Annual Report |
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| April 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| April 7, 2022 |
Exhibit 12.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. §1350) I, Irene P. McCarthy, certify that: 1. I have reviewed this annual report on Form 20-F of Stealth BioTherapeutics Corp; 2. 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 o |
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| April 7, 2022 |
American Depositary Shares Representing Ordinary Shares Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-237542 Prospectus Supplement No. 2 (To Prospectus dated April 10, 2020) American Depositary Shares Representing Ordinary Shares This prospectus supplement No. 2 supplements the prospectus dated April 10, 2020 and the prospectus supplement dated March 18, 2022, of the sales agreement prospectus, related to the offer and sale of our Ame |
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| April 7, 2022 |
Exhibit 13.1 Officer Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Stealth BioTherapeutics Corp (the “Company”), he |
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| March 18, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2022 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) |
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| March 18, 2022 |
Up to $4,562,230 American Depository Shares Representing Ordinary Shares Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-237542 Prospectus Supplement (To Prospectus dated April 10, 2020) Up to $4,562,230 American Depository Shares Representing Ordinary Shares We entered into an at-the-market offering agreement, or the Sales Agreement, dated August 6, 2020, with H.C. Wainwright & Co., LLC, or the Sales Agent or Wainwright, as sales agent relating to Amer |
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| February 14, 2022 |
Exhibit 99.1 STEALTH BIOTHERAPEUTICS RECEIVES NASDAQ NOTIFICATION REGARDING MINIMUM MARKET VALUE OF PUBLICLY HELD SHARES REQUIREMENT BOSTON ? February 11, 2022 ? Stealth BioTherapeutics Corp (Nasdaq:MITO), a clinical-stage biotechnology company focused on the discovery, development, and commercialization of novel therapies for diseases involving mitochondrial dysfunction, today announced that on F |
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| February 14, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2022 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayma |
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| February 14, 2022 |
STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-239356 PROSPECTUS SUPPLEMENT NO. 8 (TO PROSPECTUS DATED July 10, 2020) STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares This prospectus supplement No. 8 supplements and amends the prospectus dated July 10, 2020, as supplemented by prospectus supplement No.1, dated August 6, 2020, prospectus supplement No. 2, dat |
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| January 7, 2022 |
Exhibit 99.1 STEALTH BIOTHERAPEUTICS RECEIVES NASDAQ NOTIFICATIONS REGARDING MINIMUM BID AND MARKET VALUE REQUIREMENTS BOSTON ? January 7, 2022 ? Stealth BioTherapeutics Corp (Nasdaq:MITO), a clinical-stage biotechnology company focused on the discovery, development, and commercialization of novel therapies for diseases involving mitochondrial dysfunction, today announced that on January 4, 2022, |
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| January 7, 2022 |
STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-239356 PROSPECTUS SUPPLEMENT NO. 7 (TO PROSPECTUS DATED July 10, 2020) STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares This prospectus supplement No. 7 supplements and amends the prospectus dated July 10, 2020, as supplemented by prospectus supplement No.1, dated August 6, 2020, prospectus supplement No. 2, dat |
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| January 7, 2022 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2022 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman |
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| December 10, 2021 |
EX-99.1 2 tm2135042d1ex99-1.htm EXHIBIT 99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. |
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| December 10, 2021 |
CUSIP No. 85788D100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 7)* Stealth BioTherapeutics Corp (Name of Issuer) Ordinary Shares, par value $0.0003 per share (Title of Class of Securities) 85788D100 (CUSIP Number) Morningside Venture (I) Investments Limited C/O THC Management Services S.A.M., 2nd F |
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| November 22, 2021 |
Exhibit 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. MORNINGSIDE VENTURE (I) INVESTMENTS LIMITED |
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| November 22, 2021 |
CUSIP No. 85788D100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 6)* Stealth BioTherapeutics Corp (Name of Issuer) Ordinary Shares, par value $0.0003 per share (Title of Class of Securities) 85788D100 (CUSIP Number) Morningside Venture (I) Investments Limited C/O THC Management Services S.A.M., 2nd F |
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| November 12, 2021 |
EX-99.1 2 mito-ex9917.htm EX-99.1 Exhibit 99.1 STEALTH BIOTHERAPEUTICS REPORTS THIRD QUARTER 2021 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS ReCLAIM-2 Phase 2b extrafoveal geographic atrophy data on track for first half of 2022 Barth syndrome Type A meeting with Division of Cardiology and Nephrology (DCN) requested Pre-IND meeting granted by DCN to discuss Duchenne muscular dystrophy develop |
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| November 12, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayma |
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| October 20, 2021 |
STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-239356 PROSPECTUS SUPPLEMENT NO. 6 (TO PROSPECTUS DATED July 10, 2020) STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares This prospectus supplement No. 6 supplements and amends the prospectus dated July 10, 2020, as supplemented by prospectus supplement No.1, dated August 6, 2020, prospectus supplement No. 2, dat |
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| October 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman |
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| October 4, 2021 |
Ordinary Share Purchase Warrant Exhibit 10.4 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE |
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| October 4, 2021 |
Ordinary Share Purchase Warrant Exhibit 10.5 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE |
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| October 4, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman |
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| October 4, 2021 |
STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-239356 PROSPECTUS SUPPLEMENT NO. 5 (TO PROSPECTUS DATED July 10, 2020) STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares This prospectus supplement No. 5 supplements and amends the prospectus dated July 10, 2020, as supplemented by prospectus supplement No.1, dated August 6, 2020, prospectus supplement No. 2, dat |
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| October 4, 2021 |
Exhibit 10.1 VENTURE LOAN AND SECURITY AGREEMENT Dated as of September 30, 2021 by and among HORIZON TECHNOLOGY FINANCE CORPORATION, a Delaware corporation, 312 Farmington Avenue Farmington, CT 06032 as a Lender and Collateral Agent POWERSCOURT INVESTMENTS XXV, LP, a Delaware limited partnership, 1251 Avenue of the Americas New York, NY 10020 as a Lender and STEALTH BIOTHERAPEUTICS CORP, an exempt |
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| October 4, 2021 |
Ordinary Share Purchase Warrant Exhibit 10.3 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE |
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| October 4, 2021 |
Ordinary Share Purchase Warrant Exhibit 10.2 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE |
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| October 4, 2021 |
Ordinary Share Purchase Warrant Exhibit 10.6 THIS WARRANT HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. NO SALE OR DISPOSITION MAY BE EFFECTED WITHOUT (i) EFFECTIVE REGISTRATION STATEMENTS RELATED THERETO, (ii) AN OPINION OF COUNSEL OR OTHER EVIDENCE, REASONABLY SATISFACTORY TO THE COMPANY, THAT SUCH REGISTRATIONS ARE NOT REQUIRED, (iii) RECEIPT OF NO-ACTION LETTERS FROM THE |
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| August 6, 2021 |
As filed with the Securities and Exchange Commission on August 5, 2021 As filed with the Securities and Exchange Commission on August 5, 2021 Registration No. |
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| August 5, 2021 |
Exhibit 10.1 THIS WARRANT AND THE ORDINARY SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. Number of Shares: (subject to adjustment) Date of Issuance: STEALTH BIOTHERAPEUTICS CORP Ordinary Share Purchase Warrant (Void after ) STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated in the Cayman Islands with compa |
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| August 5, 2021 |
EX-99.1 3 mito-ex9917.htm EX-99.1 Exhibit 99.1 STEALTH BIOTHERAPEUTICS REPORTS SECOND QUARTER 2021 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS Barth NDA submission expected by month-end Alignment reached with the Division of Rare Disease and Medical Genetics (DRDMG) on design of Phase 3 trial in patients with mitochondrial disease caused by nuclear DNA mutations (nPMD); year-end trial initiat |
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| August 5, 2021 |
1 SELECTED CONSOLIDATED FINANCIAL DATA Exhibit 99.1 Forward-Looking Statements Statements in this Report about future expectations, plans and prospects, as well as any other statements regarding matters that are not historical facts, may constitute ?forward-looking statements? within the meaning of The Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements relating to the Company? |
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| August 5, 2021 |
6-K 1 mito-6k20210805.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant’s name into English) Stealth BioTherapeutics Corp c/o Intertru |
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| August 5, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) |
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| July 20, 2021 |
Exhibit 99.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF STEALTH BIOTHERAPEUTICS CORP (ADOPTED BY SPECIAL RESOLUTION DATED 25 JANUARY 2019) REF: JH/CB/S7050-154362 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF STEALTH BIOTHERAPEUTICS CORP (ADOPTED BY SPECIAL RESOL |
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| July 20, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of July 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant’s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) L |
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| June 15, 2021 |
Stealth BioTherapeutics Corp (the "Company") Exhibit 99.2 Stealth BioTherapeutics Corp (the "Company") notice of ANNUAL general meeting of the shareholders of the COMPANY IMPORTANT For shareholders wishing to join the meeting by teleconference please use the following connection information: Dial the dial in code: 1-646-558-8656 and enter the Participant Code 656 421 2061 followed by the # key. Additional local connection numbers for certain |
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| June 15, 2021 |
STEALTH BIOTHERAPEUTICS CORP PROXY STATEMENT Exhibit 99.1 STEALTH BIOTHERAPEUTICS CORP PROXY STATEMENT General The board of directors of Stealth BioTherapeutics Corp (the ?Company,? ?we,? ?us? or ?our?) is soliciting proxies for the annual general meeting of shareholders (the ?AGM?) of the Company to be held on July 14, 2021 at 9:00 a.m., Cayman Islands time. In light of COVID-19 concerns, the AGM will be a telephonic meeting. There will not |
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| June 15, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) L |
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| June 15, 2021 |
Stealth BioTherapeutics Corp (the "Company") SHAREHOLDER PROXY EXHIBIT 99.3 Stealth BioTherapeutics Corp (the "Company") SHAREHOLDER PROXY I, , hereby appoint any one or more Directors of the Company or the Chairman of the Annual General Meeting of the Ordinary Shareholders of the Company to be held on July 14, 2021 via teleconference at 9 a.m., Cayman Islands time, or any adjournment thereof (the "Meeting") to be its proxy and to vote for it and on its behal |
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| May 18, 2021 |
Exhibit 10.1 AMENDMENT TO DEVELOPMENT FUNDING AGREEMENT This Amendment to Development Funding Agreement (this ?Amendment?), dated as of May 17, 2021 (the ?Amendment Effective Date?) is by and between Stealth Bio Therapeutics Corp, a Cayman Islands exempted company with registered number 165223, (?Stealth?) and Morningside Venture (I) Investments Limited (?Morningside?). WHEREAS, Stealth and Mornin |
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| May 18, 2021 |
Exhibit 99.1 STEALTH BIOTHERAPEUTICS ANNOUNCES ADDITIONAL DEVELOPMENT FINANCING TO ADVANCE ELAMIPRETIDE CLINICAL TRIALS Stealth to receive $30 million in additional payments during 2021 BOSTON ? May 17, 2021 ? Stealth BioTherapeutics Corp (Nasdaq: MITO), a clinical-stage biotechnology company focused on the discovery, development, and commercialization of novel therapies for diseases involving mit |
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| May 18, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) Li |
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| May 18, 2021 |
Exhibit 99.2 STEALTH BIOTHERAPEUTICS REPORTS FIRST QUARTER 2021 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS Phase 3 randomized withdrawal trial for cardiomyopathy in Barth planned ReCLAIM Phase 1 data presented at ARVO 2021 supports ReCLAIM-2 Phase 2 geographic atrophy trial design; data from fully enrolled ReCLAIM-2 trial expected second quarter of 2022 Type C Meeting with the Division of Ra |
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| May 18, 2021 |
Exhibit 10.2 THIS WARRANT AND THE ORDINARY SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. 2020-2 Number of Shares: 18,750,000 (subject to adjustment) Date of Issuance: February 26, 2021 STEALTH BIOTHERAPEUTICS CORP Ordinary Share Purchase Warrant (Void after February 26, 2024) STEALTH BIOTHERAPEUTICS CORP, an exempted |
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| April 30, 2021 |
Exhibit 10.1 SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this ?Sixth Amendment?), dated as of April 29, 2021 (the ?Sixth Amendment Effective Date?), is made among STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 165223 (?Stealth Cayman?), STEALTH |
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| April 30, 2021 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) |
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| April 7, 2021 |
STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-239356 PROSPECTUS SUPPLEMENT NO. 4 (TO PROSPECTUS DATED July 10, 2020) STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares This prospectus supplement No. 4 supplements and amends the prospectus dated July 10, 2020, as supplemented by prospectus supplement No.1, dated August 6, 2020, prospectus supplement No. 2, dat |
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| April 6, 2021 |
Exhibit 13.1 Officer Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Stealth BioTherapeutics Corp (the “Company”), he |
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| April 6, 2021 |
Sublease Agreement dated September 22, 2020 by and between the Company and PTC Inc Exhibit 4.21 CONSENT TO SUBLEASE THIS CONSENT TO SUBLEASE (this ?Consent?) dated as of the 22 day of Sep 2020, by and between BP 140 KENDRICK STREET PROPERTY LLC (as successor to BP 140 Kendrick Street LLC, as successor to Boston Properties Limited Partnership, ?Landlord?), PTC INC. (?Tenant?), and STEALTH BIOTHERAPEUTICS INC. (?Subtenant?), is made with reference to the following: RECITALS A.By I |
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| April 6, 2021 |
Consent of Deloitte & Touche, LLP, independent registered public accounting firm Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement Nos. 333-230452, 333-237541, and 333-253601 on Form S-8 and Registration Statement No. 333-237542 on Form F-3 of our report dated April 6, 2021, relating to the consolidated financial statements of Stealth BioTherapeutics Corp appearing in this Annual Report |
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| April 6, 2021 |
Exhibit 99.1 STEALTH BIOTHERAPEUTICS REPORTS FISCAL YEAR 2020 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS Phase 2b dry AMD patient recruitment completed with topline data expected Q2 2022 NDA submission for elamipretide for cardiomyopathy in Barth syndrome may be delayed based on recent FDA feedback and ongoing interactions Clinical expansion efforts underway for elamipretide in rare metaboli |
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| April 6, 2021 |
Exhibit 12.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. ?1350) I, Irene P. McCarthy, certify that: 1. I have reviewed this annual report on Form 20-F of Stealth BioTherapeutics Corp; 2. 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 o |
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| April 6, 2021 |
Current Report of Foreign Issuer - 6-K FOR YEAREND PRESS RELEASE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) |
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| April 6, 2021 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2020 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| February 26, 2021 |
As filed with the Securities and Exchange Commission on February 26, 2021 Registration No. |
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| February 17, 2021 |
CUSIP No. 85788D100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 5)* Stealth BioTherapeutics Corp (Name of Issuer) Ordinary Shares, par value $0.0003 per share (Title of Class of Securities) 85788D100 (CUSIP Number) Morningside Venture (I) Investments Limited C/O THC Management Services S.A.M., 2nd F |
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| February 11, 2021 |
EX-99.1 Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of February 9, 2021, is between Stealth Biotherapeutics Corp, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject |
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| February 11, 2021 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2021 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayma |
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| February 11, 2021 |
2,339,000 American Depositary Shares Representing 28,068,000 Ordinary Shares 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. |
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| December 7, 2020 |
Current Report of Foreign Issuer - 6-K 6-K 1 d59229d6k.htm 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant’s name into English) Stealth BioTherapeutics Corp c/o Intertrust C |
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| December 7, 2020 |
EX-99.1 Exhibit 99.1 Stealth BioTherapeutics Announces Appointment of Eve E. Slater, M.D., F.A.C.C. to its Board of Directors BOSTON – December 7, 2020 – Stealth BioTherapeutics Corp (Nasdaq: MITO), a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving mitochondrial dysfunction, today announced the appointment o |
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| November 23, 2020 |
EX-99.1 Exhibit 99.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”), dated as of November 19, 2020, is between Stealth Biotherapeutics Corp, a Cayman Islands exempted company (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject |
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| November 23, 2020 |
Current Report of Foreign Issuer - 6-K 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant’s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (C |
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| November 20, 2020 |
2,844,446 American Depositary Shares Representing 34,133,352 Ordinary Shares 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. |
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| November 19, 2020 |
STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-239356 PROSPECTUS SUPPLEMENT NO. 3 (TO PROSPECTUS DATED July 10, 2020) STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares This prospectus supplement No. 3 supplements and amends the prospectus dated July 10, 2020, as supplemented by prospectus supplement No.1, dated August 6, 2020, and prospectus supplement No. 2, |
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| November 19, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayma |
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| November 19, 2020 |
American Depositary Shares Representing Ordinary Shares Filed pursuant to Rule 424(b)(5) Registration Statement No. 333-237542 Prospectus Supplement No. 2 (To Prospectus dated April 10, 2020) American Depositary Shares Representing Ordinary Shares This prospectus supplement No. 2 supplements the prospectus dated April 10, 2020 and the prospectus supplement dated August 6, 2020 related to the offer and sale of our American Depositary Shares, or ADSs, ea |
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| November 9, 2020 |
STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares 424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-239356 PROSPECTUS SUPPLEMENT NO. 2 (TO PROSPECTUS DATED July 10, 2020) STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares This prospectus supplement No. 2 supplements and amends the prospectus dated July 10, 2020, as supplemented by prospectus supplement No. 1, dated August 6, 2020, related to the resale, fr |
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| November 9, 2020 |
Activist Investment - SC 13D/A CUSIP No. 85788D100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 4)* Stealth BioTherapeutics Corp (Name of Issuer) Ordinary Shares, par value $0.0003 per share (Title of Class of Securities) 85788D100 (CUSIP Number) Morningside Venture (I) Investments Limited C/O THC Management Services S.A.M., 2nd F |
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| November 5, 2020 |
Exhibit 99.1 STEALTH BIOTHERAPEUTICS REPORTS THIRD QUARTER 2020 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS Secured a development funding agreement related to elamipretide Phase 2b dry AMD study enrollment completion targeted by year-end Barth NDA preparation underway SBT-272 shows promise in additional neurological preclinical disease models Management to host conference call today at 8:30am |
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| November 5, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant’s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayma |
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| November 4, 2020 |
Current Report of Foreign Issuer - 6-K FOR TRANSACTION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant’s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayma |
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| November 4, 2020 |
Exhibit 10.2 THIS WARRANT AND THE ORDINARY SHARES ISSUED UPON ITS EXERCISE ARE SUBJECT TO THE RESTRICTIONS ON TRANSFER SET FORTH IN SECTION 5 OF THIS WARRANT Warrant No. 2020-1 Number of Shares: 46,153,846 (subject to adjustment) Date of Issuance: October 30, 2020 STEALTH BIOTHERAPEUTICS CORP Ordinary Share Purchase Warrant (Void after October 30, 2023) STEALTH BIOTHERAPEUTICS CORP, an exempted co |
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| November 4, 2020 |
Exhibit 10.1 Execution Version DEVELOPMENT FUNDING AGREEMENT This Development Funding Agreement (“Agreement”), made effective as of October 30, 2020 (the “Agreement Effective Date”), is by and between Stealth Bio Therapeutics Corp, a Cayman Islands exempted company with registered number 165223, (“Stealth”), Morningside Venture (I) Investments Limited (“Morningside”) and the investors listed on Sc |
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| August 7, 2020 |
Up to $4,719,252 American Depository Shares Representing Ordinary Shares 424B5 Table of Contents Filed pursuant to Rule 424(b)(5) Registration Statement No. |
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| August 7, 2020 |
STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares 424B3 Filed pursuant to Rule 424(b)(3) Registration Statement No. 333-239356 PROSPECTUS SUPPLEMENT NO. 1 (TO PROSPECTUS DATED July 10, 2020) STEALTH BIOTHERAPEUTICS CORP Up to 9,826,321 American Depositary Shares This prospectus supplement No. 1 supplements and amends the prospectus dated July 10, 2020, related to the resale, from time to time, of up to 9,826,321 American Depositary Shares (“ADSs” |
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| August 7, 2020 |
Current Report of Foreign Issuer - 6-K 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant’s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cay |
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| August 7, 2020 |
EX-1.1 Exhibit 1.1 AT THE MARKET OFFERING AGREEMENT August 6, 2020 H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: Stealth Biotherapeutics Corp., a Cayman Islands exempted company with registered number 165223 (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (the “Manager”) as follows: 1. Definitions. The terms that foll |
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| August 6, 2020 |
Exhibit 99.1 STEALTH BIOTHERAPEUTICS REPORTS SECOND QUARTER 2020 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS Additional Barth clinical data requested by the FDA; protocol development and NDA preparation ongoing Phase 2b dry AMD study on-track to complete enrollment by year-end Elamipretide clinical expansion efforts underway in rare metabolic cardiomyopathies and mitochondrial diseases caused |
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| August 6, 2020 |
Exhibit 10.1 FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fifth Amendment”), dated as of July 28, 2020 (the “Fifth Amendment Effective Date”), is made among STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 165223 (“Stealth Cayman”), STEALTH B |
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| August 6, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) |
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| July 10, 2020 |
9,826,321 American Depositary Shares Representing 117,915,852 Ordinary Shares 424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-239356 9,826,321 American Depositary Shares Representing 117,915,852 Ordinary Shares This prospectus relates to the resale, from time to time, of up to 9,826,321 American Depositary Shares (“ADSs”) representing twelve ordinary shares, $0.0003 par value per share (“Ordinary Shares”), of Stealth BioTherapeutics Corp, by th |
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| July 8, 2020 |
CORRESP STEALTH BIOTHERAPEUTICS CORP c/o Intertrust Corporate Services (Cayman) Limited 190 Elgin Avenue George Town, Grand Cayman KY1-9005 Cayman Islands July 8, 2020 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| June 22, 2020 |
F-1 Table of Contents Filed with the Securities and Exchange Commission on June 22, 2020 Registration No. |
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| June 3, 2020 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of June 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant’s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayma |
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| June 3, 2020 |
EX-1.2 Exhibit 1.2 Execution Version REGISTRATION RIGHTS AGREEMENT REGISTRATION RIGHTS AGREEMENT (this Agreement), dated as of June 2, 2020, by and between STEALTH BIOTHERAPEUTICS CORP, a Cayman Islands exempted company with company registration number 165223 (the Company), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (together with its permitted assigns, the Buye |
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| June 3, 2020 |
EX-1.1 Exhibit 1.1 Execution Version PURCHASE AGREEMENT THIS PURCHASE AGREEMENT (the “Agreement”), dated as of June 2, 2020, by and between STEALTH BIOTHERAPEUTICS CORP., a Cayman Islands exempted company with company registration number 165223 (the “Company”), and LINCOLN PARK CAPITAL FUND, LLC, an Illinois limited liability company (the “Investor”). WHEREAS: Subject to the terms and conditions s |
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| May 7, 2020 |
EX-99.1 Exhibit 99.1 STEALTH BIOTHERAPEUTICS REPORTS FIRST QUARTER 2020 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS Further guidance on regulatory path for Barth syndrome expected summer 2020 Completion of Phase 2b dry AMD study enrollment expected by year-end Clinical expansion efforts underway for elamipretide in rare metabolic cardiomyopathies Management to host conference call today at 8: |
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| May 7, 2020 |
6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant’s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman |
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| April 16, 2020 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. For and on behalf of MORNINGSIDE VENTURE (I) |
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| April 16, 2020 |
CUSIP No. 85788D100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Stealth BioTherapeutics Corp (Name of Issuer) Ordinary Shares, par value $0.0003 per share (Title of Class of Securities) 85788D100 (CUSIP Number) Morningside Venture (I) Investments Limited C/O THC Management Services S.A.M., 2nd F |
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| April 13, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) |
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| April 13, 2020 |
ORDINARY SHARE PURCHASE AGREEMENT Exhibit 99.2 ORDINARY SHARE PURCHASE AGREEMENT This ORDINARY SHARE PURCHASE AGREEMENT (?Agreement?) is made as of April 10, 2020 (the ?Effective Date?), by and between Stealth BioTherapeutics Corp, a Cayman Islands exempted company (the ?Company?), and Morningside Venture (I) Investments Limited (the ?Investor?). RECITALS WHEREAS, pursuant to the terms and subject to the conditions set forth in th |
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| April 13, 2020 |
Exhibit 99.1 STEALTH BIOTHERAPEUTICS ANNOUNCES $20 MILLION FINANCING TO ADVANCE DEVELOPMENT OF ELAMIPRETIDE AND PIPELINE BOSTON ?April 13, 2020 ? Stealth BioTherapeutics Corp (Nasdaq: MITO), a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving mitochondrial dysfunction, today announced that it has completed a $ |
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| April 8, 2020 |
CORRESP STEALTH BIOTHERAPEUTICS CORP c/o Intertrust Corporate Services (Cayman) Limited 190 Elgin Avenue George Town, Grand Cayman KY1-9005 Cayman Islands April 8, 2020 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| April 3, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) |
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| April 2, 2020 |
Registration Number 333-237542 Table of Contents As filed with the Securities and Exchange Commission on April 1, 2020 Registration No. |
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| April 2, 2020 |
As filed with the Securities and Exchange Commission on April 1, 2020 Registration No. |
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| April 1, 2020 |
Exhibit 12.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. §1350) I, Irene P. McCarthy, certify that: 1. I have reviewed this annual report on Form 20-F of Stealth BioTherapeutics Corp; 2. 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 o |
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| April 1, 2020 |
Consent of Deloitte & Touche, LLP, independent registered public accounting firm Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-230452 on Form S-8 of our report dated April 1, 2020, relating to the consolidated financial statements of Stealth BioTherapeutics Corp appearing in this Annual Report on Form 20-F for the year ended December 31, 2019. /s/ Deloitte & Touche LLP Boston |
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| April 1, 2020 |
Exhibit 4.20 STEALTH BIOTHERAPEUTICS CORP 2020 ADS INCENTIVE PLAN 1.Purpose The purpose of this 2020 ADS Incentive Plan (the “Plan”) of Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands with registered number 165223 (the “Company”), is to advance the interests of the Company’s shareholders by enhancing the Company’s ability to attract, retain and m |
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| April 1, 2020 |
Exhibit 4.5 STEALTH BIOTHERAPEUTICS CORP 2019 SHARE INCENTIVE PLAN 1.Purpose The purpose of this 2019 Share Incentive Plan (the ?Plan?) of Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands with registered number 165223 (the ?Company?), is to advance the interests of the Company?s shareholders by enhancing the Company?s ability to attract, retain an |
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| April 1, 2020 |
Exhibit 4.21 RESTRICTED ADS UNIT AWARD AGREEMENT UNDER THE STEALTH BIOTHERAPEUTICS CORP 2020 ADS INCENTIVE PLAN Name of Grantee: No. of Restricted ADS Units: Grant Date: Pursuant to the Stealth BioTherapeutics Corp 2020 ADS Incentive Plan, as it may have been amended from time to time through the date hereof (the “Plan”), Stealth BioTherapeutics Corp (the “Company”) hereby grants an award of the n |
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| April 1, 2020 |
Exhibit 2.3 DESCRIPTION OF THE REGISTRANT?S SECURITIES PURSUANT TO SECTION 12 OF THE EXCHANGE ACT The following description of the American Depositary Shares (?ADSs?), each representing 12 ordinary shares, $0.0003 nominal value per share, of Stealth BioTherapeutics Corp (?us,? ?our,? ?we,? or ?the Company?), which are the only securities of the Company registered under Section 12 of the Securities |
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| April 1, 2020 |
Exhibit 13.1 Officer Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Stealth BioTherapeutics Corp (the “Company”), he |
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| April 1, 2020 |
Exhibit 1.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF STEALTH BIOTHERAPEUTICS CORP (ADOPTED BY SPECIAL RESOLUTION DATED 25 JANUARY 2019) REF: JH/CB/S7050-154362 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF STEALTH BIOTHERAPEUTICS CORP (ADOPTED BY SPECIAL RESOLU |
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| April 1, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 20-F (Mark One) ? REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR ? ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXC |
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| March 16, 2020 |
STEALTH BIOTHERAPEUTICS CORP PROXY STATEMENT EXHIBIT 99.1 STEALTH BIOTHERAPEUTICS CORP PROXY STATEMENT General The board of directors of Stealth BioTherapeutics Corp (the ?Company,? ?we,? ?us? or ?our?) is soliciting proxies for the annual general meeting of shareholders (the ?AGM?) of the Company to be held on March 25, 2020 at 8:30 a.m., Cayman Islands time. In light of COVID-19 concerns, the AGM will be a telephonic meeting. There will no |
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| March 16, 2020 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of March 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) |
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| March 16, 2020 |
EXHIBIT 99.2 STEALTH BIOTHERAPEUTICS CORP (THE ?COMPANY?) NOTICE OF ANNUAL GENERAL MEETING OF THE SHAREHOLDERS OF THE COMPANY IMPORTANT For shareholders wishing to join the meeting by teleconference please use the following connection information: Dial the dial in code: 1-646-558-8656 and enter the Participant Code 494-870-9846 followed by the # key. Additional local connection numbers for certain |
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| March 16, 2020 |
STEALTH BIOTHERAPEUTICS CORP (the “Company”) SHAREHOLDER PROXY EXHIBIT 99.3 STEALTH BIOTHERAPEUTICS CORP (the ?Company?) SHAREHOLDER PROXY I, , hereby appoint any one or more Directors of the Company or the Chairman of the Annual General Meeting of the Ordinary Shareholders of the Company to be held on March 25, 2020 via teleconference at 8:30am, Cayman Island time, or any adjournment thereof (the ?Meeting?) to be its proxy and to vote for it and on its behal |
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| February 20, 2020 |
Table of Contents Confidential Treatment Requested by Stealth Biotherapeutics Corp Pursuant to 17 C. |
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| January 9, 2020 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| January 7, 2020 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of January 2020 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman |
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| December 31, 2019 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| December 20, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of December 2019 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayma |
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| December 20, 2019 |
Exhibit 99.1 Stealth BioTherapeutics Provides Update on Phase 3 Trial of Elamipretide in Primary Mitochondrial Myopathy December 20, 2019 BOSTON, Dec. 20, 2019 /PRNewswire/ ? Stealth BioTherapeutics (NASDAQ: MITO), a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving mitochondrial dysfunction, today announced t |
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| November 14, 2019 |
STEALTH BIOTHERAPEUTICS REPORTS THIRD QUARTER 2019 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS Exhibit 99.1 STEALTH BIOTHERAPEUTICS REPORTS THIRD QUARTER 2019 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS BOSTON ? November 14, 2019 ? Stealth BioTherapeutics Corp (NASDAQ: MITO), a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving mitochondrial dysfunction, today reported financial results for the thir |
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| November 14, 2019 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of November 2019 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayma |
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| October 10, 2019 |
EX-99.1 Exhibit 99.1 Alexion and Stealth Announce Agreement for Option to Co-Develop and Commercialize Late-Stage Therapy for Mitochondrial Diseases - Elamipretide in Phase 3 development for primary mitochondrial myopathy - - If option is exercised, Alexion & Stealth will co-develop and co-promote subcutaneous elamipretide in U.S. & Alexion will receive exclusive ex-U.S. license - - Stealth to rec |
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| October 10, 2019 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of October 2019 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman |
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| October 10, 2019 |
ORDINARY SHARE PURCHASE AGREEMENT Exhibit 99.2 ORDINARY SHARE PURCHASE AGREEMENT This ORDINARY SHARE PURCHASE AGREEMENT (?Agreement?) is made as of October 10, 2019 (the ?Effective Date?), by and between Stealth BioTherapeutics Corp, a Cayman Islands exempted company (the ?Company?), and Alexion Pharmaceuticals, Inc., a Delaware corporation (the ?Investor?). RECITALS WHEREAS, the Company and Investor are parties to that certain Op |
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| September 3, 2019 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of September 2019 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Caym |
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| September 3, 2019 |
EX-10.1 2 d798703dex101.htm EX-10.1 Exhibit 10.1 Robert Weiskopf September 3, 2019 Dear Robert, On behalf of Stealth BioTherapeutics Inc. (the “Company”), I am pleased to extend this offer to serve as Chief Financial Officer reporting to Reenie McCarthy, Chief Executive Officer. This is a part-time, exempt position, and upon acceptance, this offer sets forth the terms of your employment with the C |
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| September 3, 2019 |
STEALTH BIOTHERAPEUTICS ANNOUNCES APPOINTMENT OF ROBERT WEISKOPF AS CHIEF FINANCIAL OFFICER EX-99.1 Exhibit 99.1 STEALTH BIOTHERAPEUTICS ANNOUNCES APPOINTMENT OF ROBERT WEISKOPF AS CHIEF FINANCIAL OFFICER BOSTON – September 3, 2019 – Stealth BioTherapeutics (NASDAQ: MITO), a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving mitochondrial dysfunction, today announced the appointment of Robert Weiskopf |
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| August 14, 2019 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of August 2019 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) |
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| August 14, 2019 |
Exhibit 99.1 STEALTH BIOTHERAPEUTICS REPORTS FIRST HALF 2019 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS - Louis Lange M.D., Ph.D. joins Board BOSTON ? August 14, 2019 ? Stealth BioTherapeutics Corp (NASDAQ: MITO), a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving mitochondrial dysfunction, today report |
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| July 15, 2019 |
SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D (Rule 13d-101) UNDER THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. |
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| May 24, 2019 |
Activist Investment - SC 13D/A CUSIP No. 85788D100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Stealth BioTherapeutics Corp (Name of Issuer) Ordinary Shares, par value $0.0003 per share (Title of Class of Securities) 85788D100 (CUSIP Number) Morningside Venture (I) Investments Limited C/O THC Management Services S.A.M., 2nd F |
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| May 24, 2019 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. MORNINGSIDE VENTURE (I) INVESTMENTS LTD. By: |
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| May 15, 2019 |
STEALTH BIOTHERAPEUTICS REPORTS FIRST QUARTER 2019 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS EX-99.1 Exhibit 99.1 STEALTH BIOTHERAPEUTICS REPORTS FIRST QUARTER 2019 FINANCIAL RESULTS AND RECENT BUSINESS HIGHLIGHTS BOSTON – May 15, 2019 – Stealth BioTherapeutics Corp (NASDAQ: MITO), a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving mitochondrial dysfunction, today reported financial results for the q |
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| May 15, 2019 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of May 2019 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) Li |
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| April 4, 2019 |
Exhibit 4.19 Execution Version FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT THIS FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Fourth Amendment”), dated as of March 29, 2019 (the “Fourth Amendment Effective Date”), is made among STEALTH BIOTHERAPEUTICS CORP, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 165223 (“Stea |
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| April 4, 2019 |
20-F Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 4, 2019 |
Consent of Deloitte & Touche, LLP, independent registered public accounting firm EX-15.1 Exhibit 15.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in Registration Statement No. 333-230452 on Form S-8 of our report dated April 4, 2019 relating to the consolidated financial statements of Stealth BioTherapeutics Corp and subsidiaries appearing in this Annual Report on Form 20-F of Stealth BioTherapeutics Corp and subsidiari |
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| April 4, 2019 |
EX-13.1 Exhibit 13.1 Officer Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Subsections (a) and (b) of Section 1350, Chapter 63 of Title 18, United States Code) Pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code), the undersigned officer of Stealth BioTherapeutics Corp (the “Compa |
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| April 4, 2019 |
EX-12.1 Exhibit 12.1 CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002 (18 U.S.C. §1350) I, Irene P. McCarthy, certify that: 1. I have reviewed this annual report on Form 20-F of Stealth BioTherapeutics Corp; 2. 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 |
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| March 22, 2019 |
CUSIP No. 85788D100 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Stealth BioTherapeutics Corp (Name of Issuer) Ordinary Shares, par value $0.0003 per share (Title of Class of Securities) 85788D100 (CUSIP Number) Morningside Venture (I) Investments Limited C/O THC Management Services S.A.M., 2nd F |
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| March 22, 2019 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. MORNINGSIDE VENTURE (I) INVESTMENTS LTD. By: |
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| March 22, 2019 |
As filed with the Securities and Exchange Commission on March 22, 2019 Registration No. |
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| March 5, 2019 |
Current Report of Foreign Issuer - 6-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of February 2019 Commission File Number 001-38810 STEALTH BIOTHERAPEUTICS CORP (Translation of registrant?s name into English) Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayma |
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| March 5, 2019 |
Exhibit 99.2 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF STEALTH BIOTHERAPEUTICS CORP (ADOPTED BY SPECIAL RESOLUTION DATED 25 JANUARY 2019) REF: JH/CB/S7050-154362 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES FIFTH AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF STEALTH BIOTHERAPEUTICS CORP (ADOPTED BY SPECIAL RESOL |
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| March 5, 2019 |
Exhibit 99.3 EXECUTION COPY DEPOSIT AGREEMENT by and among STEALTH BIOTHERAPEUTICS CORP and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of February 20, 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 1 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? an |
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| March 5, 2019 |
STEALTH BIOTHERAPEUTICS ANNOUNCES PARTIAL EXERCISE AND CLOSING OF OVER-ALLOTMENT OPTION EXHIBIT 99.1 STEALTH BIOTHERAPEUTICS ANNOUNCES PARTIAL EXERCISE AND CLOSING OF OVER-ALLOTMENT OPTION BOSTON ? March 4, 2019 ? Stealth BioTherapeutics (Nasdaq: MITO), a clinical-stage biotechnology company focused on the discovery, development and commercialization of novel therapies for diseases involving mitochondrial dysfunction, today announced that it has issued an additional 588,232 American |
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| February 28, 2019 |
CUSIP No. 85788D100 Page 1 of 19 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Stealth BioTherapeutics Corp (Name of issuer) Ordinary Shares, par value $0.0003 per share (Title of class of securities) 85788D100 (CUSIP number) Morningside Venture (I) Investments Limited C/O THC Management Services S.A |
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| February 28, 2019 |
Exhibit 99.2 Lock-up Agreement October 23, 2018 Jefferies LLC As representative of the Several Underwriters c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 RE: Stealth BioTheraputics Corp (the ?Company?) Ladies & Gentlemen: The undersigned is an owner of ordinary shares, par value $0.0001per share, of the Company (?Ordinary Shares?) or of securities convertible into or exchangeable o |
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| February 28, 2019 |
EXHIBIT 99.1 JOINT FILING AGREEMENT The undersigned, being duly authorized thereunder, hereby execute this agreement as an exhibit to this Schedule 13D to evidence the agreement of the below-named parties, in accordance with the rules promulgated pursuant to the Securities Exchange Act of 1934, to file this Schedule jointly on behalf of each such party. MORNINGSIDE VENTURE (I) INVESTMENTS LTD. By: |
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| February 15, 2019 |
As filed with the Securities and Exchange Commission on February 14, 2019 Registration No. |
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| February 15, 2019 |
6,500,000 American Depositary Shares Representing 78,000,000 Ordinary Shares Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-229097 PROSPECTUS 6,500,000 American Depositary Shares Representing 78,000,000 Ordinary Shares We are offering 6,500,000 American Depositary Shares, or ADSs, each representing 12 ordinary shares, $0.0003 par value per share, of Stealth BioTherapeutics Corp. This is our initial public offering, and no public market currently ex |
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| February 14, 2019 |
Exhibit 10.17 FIRST AMENDMENT TO LEASE THIS FIRST AMENDMENT TO LEASE (this ?First Amendment?) is made as of January 31, 2019 (the ?Execution Date?), by and between HINES GLOBAL REIT RIVERSIDE CENTER LLC, a Delaware limited liability company (the ?Landlord?), and STEALTH BIOTHERAPEUTICS INC., a Delaware corporation, formerly known as Stealth Peptides Incorporated (the ?Tenant?). WHEREAS, Landlord a |
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| February 14, 2019 |
Exhibit (a) DEPOSIT AGREEMENT by and among STEALTH BIOTHERAPEUTICS CORP and CITIBANK, N. |
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| February 14, 2019 |
As filed with the Securities and Exchange Commission on February 14, 2019 Registration No. |
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| February 14, 2019 |
As filed with the Securities and Exchange Commission on February 13, 2019 Registration No. |
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| February 12, 2019 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 STEALTH BIOTHERAPEUTICS CORP (Exact name of registrant as specified in its charter) Cayman Islands Not Applicable (State or other jurisdiction of incorporation or organization) (I.R.S. Employer Ide |
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| February 12, 2019 |
Stealth BioTherapeutics Corp c/o Intertrust Corporate Services (Cayman) Limited 190 Elgin Avenue George Town, Grand Cayman KY1-9005 Cayman Islands February 12, 2019 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 12, 2019 |
February 12, 2019 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| February 8, 2019 |
As filed with the Securities and Exchange Commission on February 8, 2019 Registration No. |
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| February 6, 2019 |
Form of Underwriting Agreement Exhibit 1.1 [●] American Depositary Shares Stealth BioTherapeutics Corp Representing [●] Ordinary Shares (Par Value $0.0003 Per Share) UNDERWRITING AGREEMENT [Date], 2019 JEFFERIES LLC EVERCORE GROUP L.L.C. BMO CAPITAL MARKETS CORP. As Representatives of the several Underwriters c/o Jefferies LLC 520 Madison Avenue New York, New York 10022 c/o Evercore Group L.L.C. 55 East 52nd Street New York, NY |
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| February 6, 2019 |
Table of Contents As filed with the Securities and Exchange Commission on February 6, 2019 Registration No. |
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| February 6, 2019 |
Exhibit 4.1 Exhibit (a) DEPOSIT AGREEMENT by and among STEALTH BIOTHERAPEUTICS CORP and CITIBANK, N.A., as Depositary, and THE HOLDERS AND BENEFICIAL OWNERS OF AMERICAN DEPOSITARY SHARES ISSUED HEREUNDER Dated as of [Date], 2019 TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.1 ?ADS Record Date? 1 Section 1.2 ?Affiliate? 1 Section 1.3 ?American Depositary Receipt(s)?, ?ADR(s)? and ?Receip |
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| February 4, 2019 |
As filed with the Securities and Exchange Commission on February 4, 2019 Registration No. |
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| February 4, 2019 |
Exhibit (a) DEPOSIT AGREEMENT by and among STEALTH BIOTHERAPEUTICS CORP and CITIBANK, N. |
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| February 4, 2019 |
Exhibit (d) February 4, 2019 Citibank, N.A. – ADR Department 388 Greenwich Street New York, New York 10013 Ladies and Gentlemen: We refer to the Registration Statement on Form F-6 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) by the legal entity created by the Deposit Agreement (as hereinafter defined) for the purpose of registering under the Un |
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| January 30, 2019 |
Exhibit 10.5 STEALTH BIOTHERAPEUTICS CORP Share Option Agreement 2019 Share Incentive Plan Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands with registered number 165223 (the ?Company?) hereby grants the following share option pursuant to its 2019 Share Incentive Plan. The terms and conditions attached hereto are also a part hereof. Notice of Gran |
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| January 30, 2019 |
Exhibit 10.4 STEALTH BIOTHERAPEUTICS CORP 2019 SHARE INCENTIVE PLAN 1. Purpose The purpose of this 2019 Share Incentive Plan (the ?Plan?) of Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands with registered number 165223 (the ?Company?), is to advance the interests of the Company?s shareholders by enhancing the Company?s ability to attract, retain |
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| January 30, 2019 |
Form of Restricted Share Agreement under 2019 Share Incentive Plan Exhibit 10.6 STEALTH BIOTHERAPEUTICS CORP Restricted Share Agreement 2019 Share Incentive Plan This Restricted Share Agreement (this ?Agreement?) is made as of the Grant Date set forth below between Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands with registered number 165223 (the ?Company?), and the Participant named below. NOTICE OF GRANT Name |
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| January 30, 2019 |
2019 Employee Share Purchase Plan Exhibit 10.16 STEALTH BIOTHERAPEUTICS CORP 2019 EMPLOYEE SHARE PURCHASE PLAN The purpose of this Plan is to provide eligible employees of Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands with registered number 165223 (the ?Company?) and certain of its subsidiaries with opportunities to purchase shares of the Company?s ordinary shares, $0.0003 nomi |
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| January 30, 2019 |
Exhibit 3.2 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF STEALTH BIOTHERAPEUTICS CORP (ADOPTED BY SPECIAL RESOLUTION DATED JANUARY 25, 2019) REF: JH/CB/S7050-154362 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES AMENDED AND RESTATED MEMORANDUM OF ASSOCIATION OF STEALTH BIOTHERAPEUTICS CORP (ADOPTED BY SPECIAL RESOLUTION DATED |
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| January 30, 2019 |
F-1/A 1 d587168df1a.htm F-1/A Table of Contents As filed with the Securities and Exchange Commission on January 29, 2019 Registration No. 333-229097 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to FORM F-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 STEALTH BIOTHERAPEUTICS CORP (Exact name of registrant as specified in its charter) N/A (Transl |
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| January 29, 2019 |
January 29, 2019 By Electronic Submission +1 617 526 6000 (t) +1 617 526 5000 (f) www. |
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| January 8, 2019 |
+1 617 526 6000 (t) +1 617 526 5000 (f) CONFIDENTIAL RULE 83 CONFIDENTIAL TREATMENT REQUEST The entity requesting confidential treatment is: Stealth BioTherapeutics Corp c/o Stealth BioTherapeutics Inc. |
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| December 28, 2018 |
Exhibit 10.15 LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 30, 2017 and is entered into by and among Stealth BioTherapeutics Corp, an exempted company incorporated with limited liability under the laws of the Cayman Islands with registered number 165223 (?Stealth Cayman?), Stealth BioTherapeutics Inc., a Delaware corporation (?Stealth Delaware?), and ea |
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| December 28, 2018 |
Exhibit 10.3 STEALTH BIOTHERAPEUTICS CORP Nonstatutory Option Agreement 1. Grant of Option. This agreement evidences the grant by Stealth BioTherapeutics Corp, a corporation incorporated under the laws of the Cayman Islands (the ?Company?), on [insert date of Board approval] (the ?Grant Date?) to [insert name of Participant], a [insert Participant?s position] of the Company or a subsidiary thereof |
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| December 28, 2018 |
Exhibit 10.2 STEALTH BIOTHERAPEUTICS CORP Incentive Option Agreement 1. Grant of Option. This agreement evidences the grant by Stealth BioTherapeutics Corp, a corporation incorporated under the laws of the Cayman Islands (the ?Company?), on [insert date of Board approval] (the ?Grant Date?) to [insert name of Participant], an employee of the Company or a subsidiary thereof (the ?Participant?), of |
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| December 28, 2018 |
Subsidiaries of the Registrant EX-21.1 16 d587168dex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF THE REGISTRANT Name of Subsidiary Jurisdiction of Incorporation or Organization Stealth BioTherapeutics, Inc. Delaware Stealth BioTherapeutics (HK) Limited Hong Kong Stealth BioTherapeutics (Shanghai) Limited People’s Republic of China |
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| December 28, 2018 |
Exhibit 4.3 THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE ?ACT?), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONAB |
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| December 28, 2018 |
EXHIBIT 10.13 RIVERSIDE CENTER THREE RIVERSIDE CENTER NEWTON, MASSACHUSETTS OFFICE LEASE AGREEMENT BETWEEN HINES GLOBAL REIT RIVERSIDE CENTER, LLC., a Delaware limited liability company (?LANDLORD?) AND STEALTH PEPTIDES INCORPORATED, a Delaware corporation (?TENANT?) OFFICE LEASE AGREEMENT THIS OFFICE LEASE AGREEMENT (this ?Lease?) is made and entered into as of October 31, 2014 (?Execution Date?) |
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| December 28, 2018 |
Memorandum and Articles of Association of the Registrant, as amended Exhibit 3.1 THE COMPANIES LAW (AS AMENDED) COMPANY LIMITED BY SHARES THIRD AMENDED & RESTATED MEMORANDUM & ARTICLES OF ASSOCIATION OF STEALTH BIOTHERAPEUTICS CORP ADOPTED BY SPECIAL RESOLUTION DATED 7 SEPTEMBER 2018 Acknowledgement Companies Registry H.K. 14/09/2018 16:07:49 Submission No/Seq No: 223473143/2 CR No: F0024414 Sh. Form. AN5 190 Elgin Avenue, George Town Grand Cayman KY1-9001, Cayman |
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| December 28, 2018 |
Exhibit 10.10 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT BETWEEN STEALTH PEPTIDES INTERNATIONAL INC. AND CORNELL UNIVERSITY FOR DOCKET NO. [**] Confidential EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (?Agreement?) is made effective as of the date last signed below |
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| December 28, 2018 |
Exhibit 10.7 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this ?Agreement?) is made and entered into as of , 201 between Stealth BioTherapeutics Corp, an exempted company incorporated under the laws of the Cayman Islands with registered number 165223 (the ?Company?), and (?Indemnitee?). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve companies as |
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| December 28, 2018 |
Exhibit 10.9 Execution Copy Confidential Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (?Agreement?) is made effective as of the date last signed below (?Effective Date?) by and between Stealth Peptides International Inc. (?LICENSEE?), a corporation of |
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| December 28, 2018 |
Exhibit 10.12 Execution Copy Confidential Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENT BETWEEN STEALTH PEPTIDES INTERNATIONAL INC. AND CORNELL UNIVERSITY FOR DOCKET NO. [**] EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (?Agreement?) is made effective as of the date last signed b |
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| December 28, 2018 |
Exhibit 10.11 Execution Copy Confidential Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Double asterisks denote omissions. LICENSE AGREEMENT BETWEEN STEALTH PEPTIDES INTERNATIONAL INC. AND CORNELL UNIVERSITY FOR DOCKET NO. [**] EXCLUSIVE LICENSE AGREEMENT THIS EXCLUSIVE LICENSE AGREEMENT (?Agreement?) is made effective as of the date last signed b |
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| December 28, 2018 |
Table of Contents As filed with the Securities and Exchange Commission on December 28, 2018 Registration No. |
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| December 28, 2018 |
December 28, 2018 By Electronic Submission +1 617 526 6000 (t) +1 617 526 5000 (f) www. |
