On October 10, 2019, Stealth BioTherapeutics Corp (the “Company”) entered into an option agreement (the “Option Agreement”) with Alexion Pharmaceuticals, Inc. (“Alexion”), pursuant to which the Company granted Alexion the exclusive option toco-develop and commercialize elamipretide, the Company’s lead product candidate. Under the terms of the Option Agreement, Alexion will receive an exclusive option to partner with the Company in the development of subcutaneous elamipretide based on final results from the Company’s Phase 3 clinical trial currently underway in primary mitochondrial myopathy (“PMM”). If Alexion chooses to exercise the option, the companies will negotiate and enter into a license agreement and aco-promotion agreement toco-develop subcutaneous elamipretide in the United States for PMM and Barth syndrome, as well as Leber’s hereditary optic neuropathy (LHON), which is currently being studied by the Company in a Phase 2 clinical trial, andco-promote for the United States on a50-50 basis. In addition, Alexion will receive exclusive rights to develop and commercialize subcutaneous elamipretide outside the United States. In connection with the entry into the Option Agreement, Alexion will make initial payments to Stealth totaling $30.0 million, including an option fee, an equity investment and development funding. If Alexion exercises the option, the Option Agreement provides for additional payments, including an option exercise fee, an additional equity investment, development funding, potential regulatory and commercial milestone payments and royalties. The Company’s other pipeline assets, includingSBT-272, are not included in the option.
Simultaneous with their entry into the Option Agreement, the parties entered into an ordinary share purchase agreement dated as of October 10, 2019, pursuant to which the Company issued and sold to Alexion 16,304,347 ordinary shares, par value $0.0003 per share, at a price of $0.92 per share, for an aggregate purchase price of $15.0 million.
The Company issued a press release announcing its entry into the Option Agreement. The press release issued by the Company in connection therewith is attached hereto as Exhibit 99.1. The information in this Form6-K (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.
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