INCORPORATION BY REFERENCE
This report on Form 6-K (this Report) shall be deemed to be incorporated by reference into the
registration statements on Form S-8 (Registration Numbers 333-237541 and 333-230452), Form
F-1 (Registration Number 333-239356) and Form F-3 (Registration Number 333-237542) of
Stealth BioTherapeutics Corp (the Company) (including any prospectuses forming a part of such registration statements) and to be a part thereof from the date on which this Report is filed, to the extent not superseded by documents or
reports subsequently filed or furnished.
On November 19, 2020, the Company entered into a Securities Purchase Agreement (the Purchase Agreement) with certain institutional investors
for a registered public offering (the Offering) of an aggregate of 2,844,446 American Depositary Shares (ADSs), each representing 12 ordinary shares, with a nominal or par value of $0.0003 per share (the Ordinary
Shares). The offering price to the public was $1.125 per ADS. The Offering will close on November 24, 2020, subject to customary closing conditions. H.C. Wainwright & Co., LLC acted as exclusive placement agent for the Offering.
The Companys net proceeds from the Offering, after deducting placement agent fees and other estimated offering expenses payable by the Company,
will be approximately $2.7 million.
The Purchase Agreement contains customary representations and warranties of the Company, termination rights of
the parties, and certain indemnification obligations of the Company and ongoing covenants of the Company, including a prohibition on issuance of Ordinary Shares, ADSs or securities convertible or exchangeable into ordinary shares or ADSs by the
Company for a period of 45 days after the date of the related prospectus supplement and a prohibition on the Company entering into variable rate transactions for a period of 90 days after the consummation of the Offering, in each case subject to
certain exceptions.
Sales of ADSs under the Purchase Agreement were made pursuant to the registration statement on Form
F-3 (File No. 333-237542), which was declared effective by the U.S. Securities and Exchange Commission (the SEC) on April 10, 2020, and a related
prospectus supplement filed with the SEC on November 20, 2020.
The description of the terms and conditions of the Purchase Agreement set forth
herein is qualified in its entirety by the full text of the form of Purchase Agreement, which is filed as Exhibit 99.1 to this Report and is incorporated herein by reference.
A copy of the opinion of Walkers relating to the legality of the issuance and sale of ADSs is attached hereto as Exhibit 5.1 to this Report.
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