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date on which this Report is filed, to the extent not superseded by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 Company’s 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