On April 10, 2020, Stealth BioTherapeutics Corp (the “Company”) entered into an ordinary share purchase agreement (the “Purchase Agreement”), pursuant to which the Company issued and sold to Morningside Venture (I) Investments Limited (the “Investor”) 152,858,460 ordinary shares, par value $0.0003 per share (the “Shares”), at a price of $0.13084 per share, for an aggregate purchase price of $20.0 million. As disclosed in the Company’s Annual Report on Form20-F, filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2020, the Investor is a principal shareholder of the Company and prior to the purchase of the Shares beneficially owned 74.4% of the Company’s outstanding ordinary shares (inclusive of ordinary shares held by entities affiliated with the Investor).
Based in part upon the representations of the Investor in the Purchase Agreement, the issuance of ordinary shares will be exempt from registration under Regulation D, as promulgated by the SEC under the Securities Act of 1933, as amended (the “Securities Act”). The ordinary shares will not be registered under the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from the registration requirements. The sale of the securities did not involve a public offering and was made without general solicitation or general advertising. The Investor represented that it is an accredited investor, as such term is defined in Rule 501(a) of Regulation D.
The Company issued a press release announcing its entry into the Purchase Agreement. The press release issued by the Company in connection therewith is attached hereto as Exhibit 99.1.
This Report on Form6-K, excluding Exhibit 99.1 (which shall not be deemed “filed”), shall be deemed to be incorporated by reference into the Company’s Registration Statement on FormF-3 (FileNo. 333-237542), Registration Statement on FormS-8 (FileNo. 333-237541), and Registration Statement on FormS-8 (FileNo. 333-230452) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report on Form6-K is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
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