SEC Form SC 13D/A filed by Stealth BioTherapeutics Corp. (Amendment)

CUSIP No. 85788D100

Under the Securities Exchange Act of 1934
(Amendment No. 7)*

Stealth BioTherapeutics Corp

(Name of Issuer)

Ordinary Shares, par value $0.0003 per share

(Title of Class of Securities)

85788D100

(CUSIP Number)

Morningside Venture (I) Investments Limited

C/O THC Management Services S.A.M.,

2nd Floor,

Le Prince De Galles

3-5 Avenue DesCitronniers

Monaco, MC 98000

011-377-97-97-47-37

with a copy to:

Morningside Technology Advisory, LLC

Attn: Daniel White, Esq.

1188 Centre Street

Newton Centre, MA 02459

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

December 1, 2021

(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. o

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) The Ordinary Shares beneficially owned may be exchanged into American Depositary Shares on a twelve-for-one basis.

(2) Based on 690,993,790 Ordinary Shares outstanding as of June 30, 2021 as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the Securities and Exchange Commission (the “SEC”) on August 5, 2021.

CUSIP No. 85788D100

(1) The Ordinary Shares beneficially owned may be exchanged into American Depositary Shares on a twelve-for-one basis.

(2) Based on 690,993,790 Ordinary Shares outstanding as of June 30, 2021 as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 5, 2021.

CUSIP No. 85788D100

(1) The Ordinary Shares beneficially owned may be exchanged into American Depositary Shares on a twelve-for-one basis.

(2) Based on 690,993,790 Ordinary Shares outstanding as of June 30, 2021 as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 5, 2021.

CUSIP No. 85788D100

(1) The Ordinary Shares beneficially owned may be exchanged into American Depositary Shares on a twelve-for-one basis.

(2) Based on 690,993,790 Ordinary Shares outstanding as of June 30, 2021 as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 5, 2021.

CUSIP No. 85788D100

(1) The Ordinary Shares beneficially owned may be exchanged into American Depositary Shares on a twelve-for-one basis.

(2) Based on 690,993,790 Ordinary Shares outstanding as of June 30, 2021 as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 5, 2021.

CUSIP No. 85788D100

(1) The Ordinary Shares beneficially owned may be exchanged into American Depositary Shares on a twelve-for-one basis.

(2) Based on 690,993,790 Ordinary Shares outstanding as of June 30, 2021 as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 5, 2021.

CUSIP No. 85788D100

(1) The Ordinary Shares beneficially owned may be exchanged into American Depositary Shares on a twelve-for-one basis.

(2) Based on 690,993,790 Ordinary Shares outstanding as of June 30, 2021 as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 5, 2021.

CUSIP No. 85788D100

(1) The Ordinary Shares beneficially owned may be exchanged into American Depositary Shares on a twelve-for-one basis. 

(2) Based on 690,993,790 Ordinary Shares outstanding as of June 30, 2021 as reported in Exhibit 99.1 to the Issuer’s Report of Foreign Private Issuer on Form 6-K filed with the SEC on August 5, 2021.

CUSIP No. 85788D100

Item 1.    Security and Issuer.

This Amendment No. 7 (“Amendment No. 7”) 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 15, 2020  (“Amendment No. 3”), Amendment No. 4 to the Original Schedule 13D filed on October 30, 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”) 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 and Amendment No. 7 (the “Amended Filing”) relates to the Reporting Persons’ (as defined in Item 2 below) beneficial ownership interest in 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 275 Grove Street, Suite 3-107, Newton, Massachusetts 02466. 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 Filing remains in effect. Capitalized terms used but not defined in this Amendment shall have the respective meanings set forth with respect thereto in the Amended Filing.

Item 2.    Identity and Background.

[No changes.]

(a)   This statement is filed by:

Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”

CUSIP No. 85788D100

Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Cheung Ka Ho, are the directors of MVIL and share voting and dispositive power with respect to the securities held by MVIL.  Ms. Richard, Ms. Franklin, Mr. Edwards and Mr. Cheung each disclaim beneficial ownership of the securities owned directly by MVIL.  MVIL disclaims beneficial ownership of the securities owned directly by ETIL and SPIL.  MVIL is ultimately wholly beneficially owned by a family trust established by Madam Chan Tan Ching Fen.

Suk Ying Pauli Ng is the sole director of ETIL and has sole voting and dispositive power with respect to the securities held by ETIL.  Ms. Ng disclaims beneficial ownership of the securities owned directly by ETIL.  ETIL disclaims beneficial ownership of the securities owned directly by MVIL and SPIL.  ETIL is ultimately wholly beneficially owned by a trust over which Peter Stuart Allenby Edwards has sole authority to remove the trustee.

Suk Ying Pauli Ng is the sole director of SPIL and has sole voting and dispositive power with respect to the securities held by SPIL.  Ms. Ng disclaims beneficial ownership of the securities owned directly by SPIL.  SPIL disclaims beneficial ownership of the securities owned directly by MVIL and ETIL.  SPIL is ultimately wholly beneficially owned by a trust over which Peter Stuart Allenby Edwards has sole authority to remove the trustee.

(b)   The business address of each of the Reporting Persons is:

(i)     With respect to MVIL, Ms. Richard, Ms. Franklin, Mr. Edwards and Mr. Cheung: 

c/o THC Management Services S.A.M., 

2nd Floor, Le Prince De Galles 

3-5 Avenue Des Citronniers 

MC 98000, Monaco

With copies to:

Morningside Technology Advisory, LLC 

Attn: Stephanie O’Brien, Esq. 

1188 Centre Street 

Newton Centre, MA 02459

Springfield Financial Advisory Limited 

Attn: Alice Li/Makim Ma 

22nd Floor Hang Lung Centre 

2-20 Paterson Street 

Causeway Bay, Hong Kong

(ii)    With respect to ETIL and Ms. Ng: 

c/o THC Management Services S.A.M., 

2nd Floor, Le Prince De Galles 

3-5 Avenue Des Citronniers

MC 98000, Monaco

With copies to:

Morningside Technology Advisory, LLC 

Attn: Stephanie O’Brien, Esq. 

1188 Centre Street 

Newton Centre, MA 02459

Springfield Financial Advisory Limited 

Attn: Alice Li/Makim Ma 

22nd Floor Hang Lung Centre 

2-20 Paterson Street 

Causeway Bay, Hong Kong

CUSIP No. 85788D100

(iii)   With respect to SPIL and Ms. Ng: 

c/o THC Management Services S.A.M., 

2nd Floor, Le Prince De Galles 

3-5 Avenue Des Citronniers 

MC 98000, Monaco

With copies to:

Morningside Technology Advisory, LLC 

Attn: Stephanie O’Brien, Esq. 

1188 Centre Street 

Newton Centre, MA 02459

Springfield Financial Advisory Limited 

Attn: Alice Li/Makim Ma 

22nd Floor Hang Lung Centre 

2-20 Paterson Street 

Causeway Bay, Hong Kong

(c)   The present principal business of MVIL, Ms. Richard, Ms. Franklin, Mr. Edwards, Mr. Cheung, ETIL, SPIL and Ms. Ng is the venture capital and private equity investment business.

(d)   No Reporting Person, during the last five years, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)   No Reporting Person, during the last five years, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)    Citizenship of the Reporting Persons is as set forth below:

Item 3.   Source and Amount of Funds or Other Consideration.

No changes, except as set forth below.

On December 1, 2021, MVIL acquired a warrant exercisable for 41,250,000 Ordinary Shares of the Issuer at an exercise price of $0.08 per share (the “Warrants”). The Warrants have a three-year term.

The Warrants were acquired in connection with a development funding agreement between MVIL and the Issuer dated as of October 30, 2020, as amended on May 17, 2021, under which MVIL agreed to provide funding to the Issuer in connection with the development of one of its product candidates (the “Development Funding Agreement”).

CUSIP No. 85788D100

Item 4.   Purpose of Transaction.

No changes.

Item 5.   Interest in Securities of the Issuer.

No changes except as described below.

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 690,993,790 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.

A.    Morningside Venture (I) Investments Limited

B.    Frances Anne Elizabeth Richard

C.    Jill Marie Franklin

CUSIP No. 85788D100

D.    Peter Stuart Allenby Edwards

E.     Cheung Ka Ho

F.     Equal Talent Investments Limited

G.    Season Pioneer Investments Limited

H.    Suk Ying Pauli Ng

CUSIP No. 85788D100

Item 6.   Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The lock-up agreement described in the Original Schedule 13D and entered into in connection with Issuer’s initial public offering has expired by its terms.

If MVIL commits to providing additional funding to the Issuer pursuant to the Development Funding Agreement, the Development Funding Agreement requires the Issuer to issue additional warrants to MVIL with the same terms as the Warrants. Any additional warrants will be exercisable for a number of ordinary shares equal to the quotient of (a) 30% of the amount of the additional commitment from MVIL divided by (b) 115% of the implied price of the Issuer’s ordinary shares on the date of issuance of the additional warrants based upon the price of Issuer’s ADSs as listed on the Nasdaq Global Market.

Item 7.   Material to be Filed as Exhibits.

No changes except as described below.

The following documents are filed as Exhibits to this statement:

CUSIP No. 85788D100

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: December 9, 2021

For and on behalf of