Filed pursuant to Rule 424(b)(5)
Registration Statement No. 333-237542
Prospectus Supplement No. 3
(To Prospectus dated
April 10, 2020)
2,844,446 American Depositary Shares
Representing 34,133,352 Ordinary Shares
We are offering 2,844,446 American Depositary Shares (ADS), each representing 12 ordinary shares, each with a nominal or par value of $0.0003 per
share (Ordinary Shares), to certain institutional investors pursuant to this prospectus supplement and the accompanying prospectus.
Our ADSs
are listed on The Nasdaq Global Market under the symbol MITO. On November 19, 2020, the last reported sale price of our ADSs reported on the Nasdaq Global Market was $1.49 per ADS.
As of November 19, 2020, the aggregate market value of our outstanding Ordinary Shares held by non-affiliates was
$10,106,130.40, which was calculated based on the 6,648,770 ADSs issued and outstanding held by non-affiliates, each representing 12 Ordinary Shares, and a price per ADS of $1.52, which was the closing price
of our ADSs on November 17, 2020. Pursuant to General Instruction I.B.5 of Form F-3, in no event will we sell, pursuant to the registration statement of which this prospectus supplement
forms a part, securities in a public primary offering with a value exceeding one-third of the aggregate market value of our common stock held by non-affiliates in
any 12-month period, so long as the aggregate market value of our outstanding common stock held by non-affiliates remains below $75 million. During the 12 calendar
months prior to and including the date of this prospectus supplement, we have not offered and sold securities pursuant to General Instruction I.B.5 of Form F-3.
We are an emerging growth company as defined in Section 2(a) of the Securities Act of 1933, as amended. As such, we have elected to rely on
certain reduced public company disclosure requirements. See Prospectus Supplement SummaryImplications of Being an Emerging Growth Company.
Investing in our securities
involves significant risks. See Risk Factors beginning on page S-11 of this prospectus supplement and in our filings with the Securities and Exchange Commission
that are incorporated by reference in this prospectus supplement to read about factors you should consider before buying our securities.
We have
engaged H.C. Wainwright & Co., LLC, or the placement agent, to act as our exclusive placement agent in connection with this offering. The placement agent has agreed to use its reasonable best efforts to arrange for the sale of the
securities offered by this prospectus supplement and the accompanying prospectus. The placement agent has no obligation to buy any securities from us or to arrange for the purchase or sale of any specific number or dollar amount of our securities.
We have agreed to pay the placement agent the placement agent fees set forth in the table below. There is no arrangement for funds to be received in escrow, trust or similar arrangement. There is no minimum offering requirement. The placement agent
may engage one or more sub-placement agents or selected dealers in connection with the offering. See Plan of Distribution beginning on page S-25 of this
prospectus supplement for more information regarding this arrangement.
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Per ADS
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Total
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Offering price
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$
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1.1250
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$
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3,200,001.75
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Placement agent fees(1)
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$
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0.0675
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$
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192,000.11
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Proceeds, before expenses, to us
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$
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1.0575
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$
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3,008,001.64
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(1)
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In addition, we have agreed to pay to the placement agent a management fee equal to 1.0% of the gross proceeds
in this offering and a non-accountable expense allowance of $35,000 and to reimburse the placement agent for certain offering-related expenses. See Plan of Distribution on page S-25 for additional information.
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Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Delivery of the ADSs offered hereby is expected to occur on or about November 24, 2020, subject to the satisfaction of certain closing conditions.
H.C. Wainwright & Co.
The date of this prospectus supplement is November 19, 2020