CUSIP No. 85788D100
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UNITED STATES |
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|
SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 9)*
Stealth BioTherapeutics
Corp
(Name of Issuer)
Ordinary Shares,
par value $0.0003 per share
(Title of Class of Securities)
85788D100
(CUSIP Number)
Gregg L. Katz
Joshua M. Zachariah
Sean M. Donahue
Goodwin Procter LLP
100 Northern Avenue
Boston, MA 02210
617.570.1000
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 31, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes)
CUSIP No. 85788D100
(1) |
Names
of Reporting Persons
Morningside Venture (I) Investments Limited |
|
(2) |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC
Use Only |
|
(4) |
Source
of Funds (See Instructions)
WC |
|
(5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
(6) |
Citizenship
or Place of Organization
British Virgin Islands |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
(7) |
Sole
Voting Power
0 |
|
(8) |
Shared
Voting Power
740,265,268(1)(2)(3) |
|
(9) |
Sole
Dispositive Power
0 |
|
(10) |
Shared
Dispositive Power
740,265,268(1)(2)(3) |
(11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
740,265,268(1)(2)(3) |
|
(12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
(13) |
Percent
of Class Represented by Amount in Row (11)
66.8%(4) |
|
(14) |
Type
of Reporting Person (See Instructions)
CO |
(1) The Ordinary Shares (as defined below) beneficially owned may
be exchanged into American Depositary Shares (“ADSs”) on a twelve-for-one basis.
(2) Includes 514,672,111 Ordinary Shares, including Ordinary Shares
represented by ADSs, held directly by MVIL (as defined below).
(3) Includes the right by MVIL to acquire (i) 224,993,157 Ordinary
Shares upon the exercise of warrants and (ii) 600,000 Ordinary Shares upon the exercise of an option to purchase Ordinary Shares.
(4) Based on 882,582,802 Ordinary Shares outstanding as of May 31,
2022 as reported in the Issuer’s Form F-1 Registration Statement filed with the Securities and Exchange Commission (the “SEC”)
on June 3, 2022.
CUSIP No. 85788D100
(1) |
Names
of Reporting Persons
Frances Anne Elizabeth Richard |
|
|
(2) |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC
Use Only |
|
(4) |
Source
of Funds (See Instructions)
AF |
|
(5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
(6) |
Citizenship
or Place of Organization
United Kingdom |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
(7) |
Sole
Voting Power
0 |
|
(8) |
Shared
Voting Power
741,652,468 (1)(2)(3)(4) |
|
(9) |
Sole
Dispositive Power
0 |
|
(10) |
Shared
Dispositive Power
741,652,468 (1)(2)(3)(4) |
|
(11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
741,652,468 (1)(2)(3)(4) |
|
(12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
|
(13) |
Percent
of Class Represented by Amount in Row (11)
66.9%(5) |
|
(14) |
Type
of Reporting Person (See Instructions)
IN |
(1) The Ordinary Shares (as defined below) beneficially owned may
be exchanged into ADSs on a twelve-for-one basis.
(2) Includes 514,672,111 Ordinary Shares, including Ordinary Shares
represented by ADSs, held directly by MVIL (as defined below). Ms. Richard shares voting and dispositive power with respect to the securities
held by MVIL as a result of her position as a director.
(3) Includes the right by MVIL to acquire (i) 224,993,157 Ordinary
Shares upon the exercise of warrants and (ii) 600,000 Ordinary Shares upon the exercise of an option to purchase Ordinary Shares. Ms.
Richard shares voting and dispositive power with respect to the securities held by MVIL as a result of her position as a director.
(4) Includes 1,387,200 Ordinary Shares representing 115,600 ADSs held
directly by GCAL (as defined below). Ms. Richard shares voting and dispositive power with respect to the securities held by GCAL as a
result of her position as a director.
(5) Based on 882,582,802 Ordinary Shares outstanding as of May 31,
2022 as reported in the Issuer’s Form F-1 Registration Statement filed with the SEC on June 3, 2022.
CUSIP No. 85788D100
(1) |
Names
of Reporting Persons
Jill Marie Franklin |
|
|
(2) |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC
Use Only |
|
(4) |
Source
of Funds (See Instructions)
AF |
|
(5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
(6) |
Citizenship
or Place of Organization
United Kingdom |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
(7) |
Sole
Voting Power
0 |
|
(8) |
Shared
Voting Power
741,652,468 (1)(2)(3)(4) |
|
(9) |
Sole
Dispositive Power
0 |
|
(10) |
Shared
Dispositive Power
741,652,468 (1)(2)(3)(4) |
|
(11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
741,652,468 (1)(2)(3)(4) |
|
(12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
(13) |
Percent
of Class Represented by Amount in Row (11)
66.9%(5) |
|
(14) |
Type
of Reporting Person (See Instructions)
IN |
(1) The Ordinary Shares (as defined below) beneficially owned may
be exchanged into ADSs on a twelve-for-one basis.
(2) Includes 514,672,111 Ordinary Shares, including Ordinary Shares
represented by ADSs, held directly by MVIL (as defined below). Ms. Franklin shares voting and dispositive power with respect to the securities
held by MVIL as a result of her position as a director.
(3) Includes the right by MVIL to acquire (i) 224,993,157 Ordinary
Shares upon the exercise of warrants and (ii) 600,000 Ordinary Shares upon the exercise of an option to purchase Ordinary Shares. Ms.
Franklin shares voting and dispositive power with respect to the securities held by MVIL as a result of her position as a director.
(4) Includes 1,387,200 Ordinary Shares representing 115,600 ADSs held
directly by GCAL (as defined below). Ms. Franklin shares voting and dispositive power with respect to the securities held by GCAL as
a result of her position as a director.
(5) Based on 882,582,802 Ordinary Shares outstanding as of May 31,
2022 as reported in the Issuer’s Form F-1 Registration Statement filed with the SEC on June 3, 2022.
CUSIP No. 85788D100
(1) |
Names
of Reporting Persons
Peter Stuart Allenby Edwards |
|
|
(2) |
Check the Appropriate
Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC
Use Only |
|
(4) |
Source
of Funds (See Instructions)
AF |
|
(5) |
Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
(6) |
Citizenship
or Place of Organization
United Kingdom |
Number
of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
(7) |
Sole
Voting Power
0 |
|
(8) |
Shared
Voting Power
740,265,268 (1)(2)(3) |
|
(9) |
Sole
Dispositive Power
0 |
|
(10) |
Shared
Dispositive Power
740,265,268 (1)(2)(3) |
|
(11) |
Aggregate
Amount Beneficially Owned by Each Reporting Person
740,265,268 (1)(2)(3) |
|
(12) |
Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
(13) |
Percent
of Class Represented by Amount in Row (11)
66.8%(4) |
|
(14) |
Type
of Reporting Person (See Instructions)
IN |
(1) The Ordinary Shares (as defined below) beneficially owned may
be exchanged into ADSs on a twelve-for-one basis.
(2) Includes 514,672,111 Ordinary Shares, including Ordinary Shares
represented by ADSs, held directly by MVIL (as defined below). Mr. Edwards shares voting and dispositive power with respect to the securities
held by MVIL as a result of his position as a director.
(3) Includes the right by MVIL to acquire (i) 224,993,157 Ordinary
Shares upon the exercise of warrants and (ii) 600,000 Ordinary Shares upon the exercise of an option to purchase Ordinary Shares. Mr.
Edwards shares voting and dispositive power with respect to the securities held by MVIL as a result of his position as a director.
(4) Based on 882,582,802 Ordinary Shares outstanding as of May 31,
2022 as reported in the Issuer’s Form F-1 Registration Statement filed with the SEC on June 3, 2022.
CUSIP No. 85788D100
(1) |
Names of Reporting Persons
Cheung Ka Ho |
|
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC Use Only |
|
(4) |
Source of Funds (See Instructions)
AF |
|
(5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
(6) |
Citizenship or Place of Organization
Hong Kong |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
(7) |
Sole Voting Power
0 |
|
(8) |
Shared Voting Power
740,265,268 (1)(2)(3) |
|
(9) |
Sole Dispositive Power
0 |
|
(10) |
Shared Dispositive Power
740,265,268 (1)(2)(3) |
|
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
740,265,268 (1)(2)(3) |
|
(12) |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
(13) |
Percent of Class Represented by Amount in Row (11)
66.8%(4) |
|
(14) |
Type of Reporting Person (See Instructions)
IN |
(1) The Ordinary Shares (as defined below) beneficially owned may be
exchanged into ADSs on a twelve-for-one basis.
(2) Includes 514,672,111 Ordinary Shares, including Ordinary Shares
represented by ADSs, held directly by MVIL (as defined below). Mr. Cheung shares voting and dispositive power with respect to the securities
held by MVIL as a result of his position as a director.
(3) Includes the right by MVIL to acquire (i) 224,993,157 Ordinary
Shares upon the exercise of warrants and (ii) 600,000 Ordinary Shares upon the exercise of an option to purchase Ordinary Shares. Mr.
Cheung shares voting and dispositive power with respect to the securities held by MVIL as a result of his position as a director.
(4) Based on 882,582,802 Ordinary Shares outstanding as of May 31,
2022 as reported in the Issuer’s Form F-1 Registration Statement filed with the SEC on June 3, 2022.
CUSIP No. 85788D100
(1) |
Names of Reporting Persons
Equal Talent Investments Limited |
|
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC Use Only |
|
(4) |
Source of Funds (See Instructions)
WC |
|
(5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
(6) |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
(7) |
Sole Voting Power
19,533,720 (1)(2) |
|
(8) |
Shared Voting Power
0 |
|
(9) |
Sole Dispositive Power
19,533,720 (1)(2) |
|
(10) |
Shared Dispositive Power
0 |
|
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
19,533,720 (1)(2) |
|
(12) |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
(13) |
Percent of Class Represented by Amount in Row (11)
2.2%(3) |
|
(14) |
Type of Reporting Person (See Instructions)
CO |
(1) The Ordinary Shares (as defined below) beneficially owned may be
exchanged into ADSs on a twelve-for-one basis.
(2) Represents 19,533,720 Ordinary Shares representing 1,627,810 ADSs
held directly by ETIL (as defined below).
(3) Based on 882,582,802 Ordinary Shares outstanding as of May 31,
2022 as reported in the Issuer’s Form F-1 Registration Statement filed with the SEC on June 3, 2022.
CUSIP No. 85788D100
(1) |
Names of Reporting Persons
Season Pioneer Investments Limited |
|
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC Use Only |
|
(4) |
Source of Funds (See Instructions)
WC |
|
(5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
(6) |
Citizenship or Place of Organization
British Virgin Islands |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
(7) |
Sole Voting Power
39,066,276 (1)(2) |
|
(8) |
Shared Voting Power
0 |
|
(9) |
Sole Dispositive Power
39,066,276 (1)(2) |
|
(10) |
Shared Dispositive Power
0 |
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
39,066,276 (1)(2) |
|
(12) |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
(13) |
Percent of Class Represented by Amount in Row (11)
4.4%(3) |
|
(14) |
Type of Reporting Person (See Instructions)
CO |
(1) The Ordinary Shares (as defined below) beneficially owned may be
exchanged into ADSs on a twelve-for-one basis.
(2) Represents 39,066,276 Ordinary Shares representing 3,255,523 ADSs
held directly by SPIL (as defined below).
(3) Based on 882,582,802 Ordinary Shares outstanding as of May 31,
2022 as reported in the Issuer’s Form F-1 Registration Statement filed with the SEC on June 3, 2022.
CUSIP No. 85788D100
(1) |
Names of Reporting Persons
Suk Ying Pauli Ng |
|
|
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC Use Only |
|
(4) |
Source of Funds (See Instructions)
AF |
|
(5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
(6) |
Citizenship or Place of Organization
Hong Kong |
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
(7) |
Sole Voting Power
58,599,996 (1)(2)(3) |
|
(8) |
Shared Voting Power
0 |
|
(9) |
Sole Dispositive Power
58,599,996 (1)(2)(3) |
|
(10) |
Shared Dispositive Power
0 |
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
58,599,996 (1)(2)(3) |
|
(12) |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
(13) |
Percent of Class Represented by Amount in Row (11)
6.6%(4) |
|
|
(14) |
Type of Reporting Person (See Instructions)
IN |
(1) The Ordinary Shares (as defined below) beneficially owned may be
exchanged into ADSs on a twelve-for-one basis.
(2) Includes 19,533,720 Ordinary Shares representing
1,627,810 ADSs held directly by ETIL (as defined below). Ms. Ng has sole voting and dispositive power with respect to the securities held
by ETIL as a result of her position as a director.
(3) Includes 39,066,276 Ordinary Shares representing 3,255,523 ADSs
held directly by SPIL (as defined below). Ms. Ng has sole voting and dispositive power with respect to the securities held by SPIL as
a result of her position as a director.
(4) Based on 882,582,802 Ordinary Shares outstanding as of May 31,
2022 as reported in the Issuer’s Form F-1 Registration Statement filed with the SEC on June 3, 2022.
CUSIP No. 85788D100
(1) |
Names of Reporting Persons
Golwyn Capital Appreciation Limited |
|
|
(2) |
Check the Appropriate Box if a Member of a Group (See Instructions) |
|
(a) |
x |
|
(b) |
¨ |
|
(3) |
SEC Use Only |
|
(4) |
Source of Funds (See Instructions)
WC |
(5) |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ¨ |
|
(6) |
Citizenship or Place of Organization
British Virgin Islands |
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With: |
(7) |
Sole Voting Power
0 |
|
(8) |
Shared Voting Power
1,387,200 (1)(2) |
|
(9) |
Sole Dispositive Power
0 |
|
(10) |
Shared Dispositive Power
1,387,200 (1)(2) |
(11) |
Aggregate Amount Beneficially Owned by Each Reporting Person
1,387,200 (1)(2) |
|
(12) |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ¨ |
|
(13) |
Percent of Class Represented by Amount in Row (11)
0.2%(3) |
|
|
(14) |
Type of Reporting Person (See Instructions)
CO |
(1) The Ordinary Shares (as defined below) beneficially
owned may be exchanged into ADSs on a twelve-for-one basis.
(2) Represents 1,387,200 Ordinary Shares representing
115,600 ADSs held directly by GCAL (as defined below).
(3) Based on 882,582,802 Ordinary Shares outstanding as of May 31,
2022 as reported in the Issuer’s Form F-1 Registration Statement filed with the SEC on June 3, 2022.
CUSIP No. 85788D100
Item 1. Security and Issuer.
This Amendment No. 9 (“Amendment No. 9”)
amends the Schedule 13D filed with the SEC on February 28, 2019 (the “Original Schedule 13D”), which Original Schedule 13D
was amended by Amendment No. 1 to the Original Schedule 13D filed on March 22, 2019 (“Amendment No. 1”), Amendment No. 2 to
the Original Schedule 13D filed on May 24, 2019 (“Amendment No. 2”), Amendment No. 3 to the Original Schedule 13D filed on
April 16, 2020 (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D filed on November 9, 2020 (“Amendment
No. 4”), Amendment No. 5 to the Original Schedule 13D filed on February 17, 2021 (“Amendment No. 5), Amendment No. 6 to the
Original Schedule 13D filed on November 22, 2021 (“Amendment No. 6”), Amendment No. 7 to the Original Schedule 13D filed on
December 10, 2021 (“Amendment No. 7”) and Amendment No. 8 to the Original Schedule 13D filed on June 27, 2022 (“Amendment
No. 8”) and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment
No. 5, Amendment No. 6, Amendment No. 7 and Amendment No. 8 (the “Amended Schedule 13D”), and relates to the Reporting Persons’
(as defined in Item 2 below) beneficial ownership of the ordinary shares, par value $0.0003 per share (the “Ordinary Shares”),
of Stealth BioTherapeutics Corp, a Cayman Islands company (the “Issuer”), which conducts its operations in the United States
through Stealth BioTherapeutics, Inc., a Delaware corporation (“Stealth Delaware”). The address of the principal executive
office of Stealth Delaware is 140 Kendrick Street, Needham, MA 02494. Information given in response to each item shall be deemed incorporated
by reference in all other items, as applicable.
Except as otherwise described herein, the information
contained in the Amended Schedule 13D remains in effect. Capitalized terms used but not defined in this Amendment No. 9 shall have the
respective meanings set forth with respect thereto in the Amended Schedule 13D.
Item 2. Identity and Background.
No changes.
Item 3. Source and Amount of Funds or Other Consideration.
No changes, except as set forth below.
The information set forth in Item 4 of this Amendment
No. 9 is incorporated herein by reference.
Item 4. Purpose of Transaction.
No changes, except as set forth below.
On July 31, 2022, Stealth Parent Limited (“Parent”),
Stealth Merger Sub Limited (“Merger Sub”) and the Issuer entered into an Agreement and Plan of Merger (the “Merger Agreement”),
pursuant to which Stealth BioTherapeutics Corp. would be acquired by a consortium of investors led by Morningside Venture (I) Investments
Ltd. for itself and on behalf of its affiliates (“Morningside”) and J. Wood Capital Advisors LLC (“J. Wood Capital”,
together with Morningside, the “Consortium”).
Pursuant to the Merger Agreement, at the
effective time of the merger (the "Effective Time"), each Ordinary Share issued and outstanding immediately prior to the
Effective Time will be cancelled and cease to exist, in exchange for the right to receive US$0.03125 in cash without interest (the
"Per Share Merger Consideration"), and each outstanding American Depositary Share of the Issuer (each an "ADS,"
representing 12 Ordinary Shares, and collectively, the “ADSs”) will be cancelled in exchange for the right to receive
US$0.375 in cash without interest (less any ADS cancellation fees not to exceed $0.05 per ADS) (the "Per ADS Merger
Consideration"), except for (a) Ordinary Shares (including Ordinary Shares represented by ADSs) beneficially owned by
Morningside and its affiliates, (b) Ordinary Shares (including Ordinary Shares represented by ADSs) owned by Parent, Merger Sub or
the Issuer (as treasury shares, if any) or by any of their direct or indirect subsidiaries, and (c) Ordinary Shares that are held by
a holder who has validly exercised and not withdrawn or lost its right to dissent from the merger pursuant to Section 238 of the
Companies Act of the Cayman Islands, which will be cancelled and cease to exist and will entitle the former holder thereof to
receive payment of the fair value of such dissenting shares in accordance with Section 238 of the Companies Act of the Cayman
Islands. The Consortium intends to fund the merger through cash contributions from members of the Consortium.
CUSIP No. 85788D100
The merger, which is currently expected to close
during the second half of 2022, is subject to customary closing conditions including the approval of the Merger Agreement by an affirmative
vote of holders of Shares representing at least two-thirds of the voting power of the Shares present and voting in person or by proxy
as a single class at a meeting of the Company's shareholders which will be convened to consider the approval of the Merger Agreement and
the merger. Morningside, Season Pioneer Investments Limited and Equal Talent Investments Limited have agreed to vote all of the Shares
and ADSs they beneficially own, which represent approximately 65% of the voting rights attached to the total outstanding Ordinary Shares
of the Company as of the date of the Merger Agreement, in favor of the authorization and approval of the Merger Agreement and the merger.
If completed, the merger will result in the Company becoming a privately-held company and its ADSs will no longer be listed on Nasdaq.
Concurrently with the execution of the Merger Agreement,
on July 31, 2022, (i) each of Morningside and J. Wood entered into a Limited Guarantee with the Issuer, pursuant to which each of Morningside
and J. Wood has agreed to guarantee the payment of certain obligations of Parent under the Merger Agreement (together, the “Limited
Guarantees”), (ii) the Issuer and Morningside and certain of its affiliates entered into the Voting and Support Agreement pursuant
to which Morningside and such affiliates have agreed to vote in favor of the transactions contemplated by the Merger Agreement (the “Voting
Agreement”) and (iii) Morningside and J. Wood entered into that certain Interim Investors Agreement pursuant to which Morningside
and J. Wood agreed to certain terms and conditions to govern their relationship with respect to the transactions contemplated by the Merger
Agreement (the “Interim Investors Agreement”).
The description of the Merger Agreement, Limited
Guarantees, Voting Agreement and Interim Investors Agreement in this Amendment No. 9 is qualified in its entirety by reference to the
Merger Agreement, Limited Guarantees, Voting Agreement and Interim Investors Agreement, copies of which are filed herewith, and incorporated
by reference herein.
Item 5. Interest in Securities of the Issuer.
No changes, except as set forth below.
(a)-(b) The information contained on the cover
pages to this Amendment No. 9 is incorporated herein by reference. The aggregate percentage of Ordinary Shares reported beneficially owned
by each person named herein is determined in accordance with SEC rules and is based upon 882,582,802 of the Issuer’s Ordinary Shares
outstanding. The applicable SEC rules generally attribute beneficial ownership of securities to persons who possess sole or shared voting
power or investment power with respect to those securities. In computing the percentage ownership of the Reporting Persons, we have included,
if applicable, Ordinary Shares that the Reporting Persons have the right to acquire within 60 days after the date of this filing.
Except as disclosed in this Amendment No. 9, none
of the Reporting Persons beneficially owns any Ordinary Shares or has the right to acquire any Ordinary Shares. Except as disclosed in
this Amendment No. 9, none of the Reporting Persons presently has the power to vote or to direct the vote or to dispose or direct the
disposition of any of the Ordinary Shares which it may be deemed to beneficially own.
(c) |
The information set forth in Item 4 is incorporated by reference herein. |
(d) |
The information set forth in Item 4 is incorporated by reference herein. |
(e) |
Not applicable. |
CUSIP No. 85788D100
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer.
No changes, except as set forth below.
The description of the principal terms of the Merger
Agreement, Limited Guarantees, Voting Agreement and Interim Investors Agreement under Item 4 is incorporated by reference herein.
Item 7. Material to be Filed as Exhibits.
Item 7 of the Amended Schedule 13D is hereby amended and
restated in its entirety to read as follows:
The following documents are filed as Exhibits to this statement:
Exhibit
Number |
|
Exhibit Description |
99.1 |
|
Joint Filing Agreement |
99.2 |
|
Agreement and Plan of Merger, dated as of July
31, 2022, among Stealth Biotherapeutics Corp., Stealth Parent Limited, and Stealth Merger Sub Limited (incorporated by reference
from a Form 6-K filed by the Issuer on August 1, 2022) |
99.3 |
|
Limited Guarantee, dated as of July 31, 2022,
by and between Stealth Biotherapeutics Corp. and Morningside Venture (I) Investments Limited (incorporated by reference from a Form
6-K filed by the Issuer on August 1, 2022) |
99.4 |
|
Limited Guarantee, dated as of July 31, 2022,
by and between Stealth Biotherapeutics Corp. and J. Wood Capital Advisors LLC (incorporated by reference from a Form 6-K filed by
the Issuer on August 1, 2022) |
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 (incorporated by reference
from a Form 6-K filed by the Issuer on August 1, 2022) |
99.6 |
|
Interim
Investors Agreement, dated as of July 31, 2022, by and between Morningside Venture (I) Investments Limited and J. Wood Capital Advisors
LLC |
99.7 |
|
Ordinary Share Purchase Agreement dated as of
April 10, 2022 by and between Stealth BioTherapeutics Corp and Morningside Venture (I) Investments Limited (incorporated by reference
from a Form 6-K filed by the Issuer on April 11, 2022) |
99.8 |
|
Form of Morningside Warrant (incorporated by reference
from a Form 6-K filed by the Issuer on April 11, 2022) |
99.9 |
|
Proposal dated June 24, 2022 (incorporated by
reference from a Form 6-K filed by the Issuer on June 27, 2022). |
SIGNATURES
After reasonable inquiry and to the best of my
knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. We also hereby agree
to file this statement jointly pursuant to the Agreement listed on Exhibit 99.1 hereto.
Dated: August 1, 2022
For and on behalf of
MORNINGSIDE VENTURE (I) INVESTMENTS LIMITED |
|
|
|
By: |
/s/ Frances Anne Elizabeth Richard |
|
|
Frances Anne Elizabeth Richard, Director |
|
|
|
|
/s/ Frances Anne Elizabeth Richard |
|
Frances Anne Elizabeth Richard |
|
|
|
/s/ Jill Marie Franklin |
|
Jill Marie Franklin |
|
|
|
/s/ Peter Stuart Allenby Edwards |
|
Peter Stuart Allenby Edwards |
|
|
|
/s/ Cheung Ka Ho |
|
Cheung Ka Ho |
|
|
|
For and on behalf of |
|
EQUAL TALENT INVESTMENTS LIMITED |
|
|
|
By: |
/s/ Suk Ying Pauli Ng |
|
|
Suk Ying Pauli Ng, Director |
|
|
|
|
/s/ Suk Ying Pauli Ng |
|
Suk Ying Pauli Ng |
|
|
|
For and on behalf of |
|
SEASON PIONEER INVESTMENTS LIMITED |
|
|
|
By: |
/s/ Suk Ying Pauli Ng |
|
|
Suk Ying Pauli Ng, Director |
|
|
|
|
/s/ Suk Ying Pauli Ng |
|
Suk Ying Pauli Ng |
|
|
|
For and on behalf of |
|
GOLWYN CAPITAL APPRECIATION LIMITED |
|
|
|
By: |
/s/ Frances Anne Elizabeth Richard |
|
|
Frances Anne Elizabeth Richard, Director |
|
|
|
|
/s/ Jill Marie Franklin |
|
Jill Marie Franklin |
|