Partial Exercise of Over-Allotment Option
On February 28, 2019, the underwriters of the Stealth BioTherapeutics Corp (the “Company”) initial public offering, which closed on February 20, 2019, notified the Company of the partial exercise of the over-allotment option pursuant to which the Company issued an additional 588,232 American Depository Shares (“ADSs”) at the initial public offering price of $12.00. After giving effect to the partial exercise of the over-allotment option, the total number of ADSs sold by the Company in the initial public offering was 7,088,232 ADSs and total gross proceeds, before deducting underwriting discounts and commissions and other offering expenses payable by the Company, were approximately $85.1 million. The closing of the partial exercise of the over-allotment option occurred on March 4, 2019. The press release issued by the Company in connection therewith is attached hereto as Exhibit 99.1.
Amendment to Memorandum and Articles of Association
On February 20, 2019, an amendment to the memorandum and articles of association of the Company came into effect. Among other things, the amendment reflects an increase in the Company’s registered share capital in connection with the issuance of the ordinary shares underlying the American Depositary Shares the Company sold in its recently closed initial public offering.
The amended and restated memorandum and articles of association of the Company are attached to this report on Form6-K as Exhibit 99.2.
Deposit Agreement
On February 20, 2019, the Company entered into a deposit agreement, dated as of February 20, 2019, among the Company, Citibank, N.A., as depositary, and all owners and holders of American Depositary Shares issued thereunder (the “Deposit Agreement”).
The Deposit Agreement is attached to this report on Form6-K as Exhibit 99.3.
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