UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of August 2022

 

Commission File Number: 001-38810

 

STEALTH BIOTHERAPEUTICS CORP

 

 

 

Stealth BioTherapeutics Corp

c/o Intertrust Corporate Services (Cayman) Limited

One Nexus Way, Camana Bay

Grand Cayman

KY1-9005 Cayman Islands

(Address of principal executive offices)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

 

Form 20-F x Form 40-F ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ¨

 

 

 

 

 

 

 


EXHIBIT INDEX

 

Exhibit

No.

 

Description

 

 

99.1

 

Press Release – Stealth BioTherapeutics Corp Enters into Definitive Agreement for Going Private Transaction

99.2

 

Agreement and Plan of Merger, dated as of July 31, 2022, by and among Stealth BioTherapeutics Corp, Stealth Parent Limited, and Stealth Merger Sub Limited

99.3

 

Limited Guarantee, dated as of July 31, 2022, by and between Stealth BioTherapeutics Corp and Morningside Venture (I) Investments Limited

99.4

 

Limited Guarantee, dated as of July 31, 2022, by and between Stealth BioTherapeutics Corp and J. Wood Capital Advisors LLC

99.5

 

Voting and Support Agreement, dated as of July 31, 2022, by and between Stealth BioTherapeutics Corp and certain shareholders listed on Schedule A thereto

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

STEALTH BIOTHERAPEUTICS CORP

 

 

 

Date: August 1, 2022

By:

/s/ Irene P. McCarthy

 

Name:

Irene P. McCarthy

 

 

Chief Executive Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 


 


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