Sec Form 13D Filing - Morningside Venture (I) Investments Ltd filing for STEALTH BIOTHERAPEUTICS CORP S (MITO) - 2020-11-09

Under the Securities Exchange Act of 1934
(Amendment No. 4)*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

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

(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).

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

(2) Based on 597,443,482 Ordinary Shares outstanding as of August 5, 2020 as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 pursuant to Rule 424(b)(3) of the Securities Act of 1933.

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

(2) Based on 597,443,482 Ordinary Shares outstanding as of August 5, 2020 as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 pursuant to Rule 424(b)(3) of the Securities Act of 1933.

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

(2) Based on 597,443,482 Ordinary Shares outstanding as of August 5, 2020 as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 pursuant to Rule 424(b)(3) of the Securities Act of 1933.

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

(2) Based on 597,443,482 Ordinary Shares outstanding as of August 5, 2020 as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 pursuant to Rule 424(b)(3) of the Securities Act of 1933.

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

(2) Based on 597,443,482 Ordinary Shares outstanding as of August 5, 2020 as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 pursuant to Rule 424(b)(3) of the Securities Act of 1933.

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

(2) Based on 597,443,482 Ordinary Shares outstanding as of August 5, 2020 as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 pursuant to Rule 424(b)(3) of the Securities Act of 1933.

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

(2) Based on 597,443,482 Ordinary Shares outstanding as of August 5, 2020 as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 pursuant to Rule 424(b)(3) of the Securities Act of 1933.

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

(2) Based on 597,443,482 Ordinary Shares outstanding as of August 5, 2020 as reported in the Issuer’s prospectus supplement filed with the Securities and Exchange Commission (the “SEC”) on August 6, 2020 pursuant to Rule 424(b)(3) of the Securities Act of 1933.

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Item 1.       Security and Issuer.

This Amendment No. 4 (“Amendment No. 4”) 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” and Amendment No. 3 to the Original Schedule 13D filed on April 15, 2020  (“Amendment No. 3”, and together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2 and Amendment No. 4, the “Amended Filing”) and 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:

(i)                                Morningside Venture (I) Investments Limited, a British Virgin Islands exempted company (“MVIL”), with respect to the Ordinary Shares directly and beneficially owned by it;

(ii)                             Frances Anne Elizabeth Richard, with respect to the Ordinary Shares beneficially owned by her as a result of her position as a director with MVIL;

(iii)                          Jill Marie Franklin, with respect to the Ordinary Shares beneficially owned by her as a result of her position as a director with MVIL;

(iv)                         Peter Stuart Allenby Edwards, with respect to the Ordinary Shares beneficially owned by him as a result of his position as a director with MVIL;

(v)                            Raymond Long Sing Tang, with respect to the Ordinary Shares beneficially owned by him as a result of his position as a director with MVIL;

(vi)                         Equal Talent Investments Limited, a British Virgin Islands exempted company (“ETIL”), with respect to the Ordinary Shares beneficially owned by it;

(vii)                      Season Pioneer Investments Limited, a British Virgin Islands exempted company (“SPIL”), with respect to the Ordinary Shares beneficially owned by it; and

(viii)                   Tracy Gia Yunn Tsoi, with respect to the Ordinary Shares beneficially owned by her as a result of her positions as a director with ETIL and as a director with SPIL.

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

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Frances Anne Elizabeth Richard, Jill Marie Franklin, Peter Stuart Allenby Edwards and Raymond Long Sing Tang, 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. Tang each disclaim beneficial ownership of the securities owned directly by MVIL, except to the extent of her or his pecuniary interest therein.  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.

Tracy Gia Yunn Tsoi is the sole director of ETIL and has sole voting and dispositive power with respect to the securities held by ETIL.  Ms. Tsoi disclaims beneficial ownership of the securities owned directly by ETIL, except to the extent of her pecuniary interest therein.  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.

Tracy Gia Yunn Tsoi is the sole director of SPIL and has sole voting and dispositive power with respect to the securities held by SPIL.  Ms. Tsoi disclaims beneficial ownership of the securities owned directly by SPIL, except to the extent of her pecuniary interest therein.  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. Tang:

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. Tsoi:

c/o THC Management Services S.A.M.,

2nd Floor, Le Prince De Galles

3-5 Avenue Des Citronniers

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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

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

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. Tang, ETIL, SPIL and Ms. Tsoi 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:

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

No changes, except as set forth below. 

On October 30, 2020, MVIL acquired a warrant exercisable for 46,153,846 ordinary shares of the Issuer at an exercise price of $0.13 per share (the “Warrants”). The Warrants have a three-year term. The Warrants were acquired in connection a development funding agreement between MVIL and the Issuer dated as of October 30, 2020 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”).

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 597,443,482 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

(a)                   As of the date hereof, MVIL beneficially owns 465,713,861 Ordinary Shares, representing a beneficial ownership of approximately 72.3% of the Ordinary Shares.  MVIL directly holds 418,960,015 ordinary shares, including ordinary shares represented by American Depositary Shares (“ADSs”). MVIL has the right to acquire (i) 46,153,846 ordinary shares upon exercise of the Warrants and (ii) 600,000 ordinary shares upon the exercise of an option to purchase ordinary shares.

B.            Frances Anne Elizabeth Richard

(a)                   As of the date hereof, Ms. Richard beneficially owns 465,713,861 Ordinary Shares, representing a beneficial ownership of approximately 72.3% of the Ordinary Shares.  MVIL directly holds 418,960,015 ordinary shares, including ordinary shares represented by American Depositary Shares (“ADSs”). MVIL has the right to acquire (i) 46,153,846 ordinary shares upon exercise of the Warrants and (ii) 600,000 ordinary shares upon the exercise of an option to purchase ordinary shares.

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C.            Jill Marie Franklin

(a)                   As of the date hereof, Ms. Franklin beneficially owns 465,713,861 Ordinary Shares, representing a beneficial ownership of approximately 72.3% of the Ordinary Shares.  MVIL directly holds 418,960,015 ordinary shares, including ordinary shares represented by American Depositary Shares (“ADSs”). MVIL has the right to acquire (i) 46,153,846 ordinary shares upon exercise of the Warrants and (ii) 600,000 ordinary shares upon the exercise of an option to purchase ordinary shares.

D.            Peter Stuart Allenby Edwards

(a)                   As of the date hereof, Mr. Edwards beneficially owns 465,713,861 Ordinary Shares, representing a beneficial ownership of approximately 72.3% of the Ordinary Shares.  MVIL directly holds 418,960,015 ordinary shares, including ordinary shares represented by American Depositary Shares (“ADSs”). MVIL has the right to acquire (i) 46,153,846 ordinary shares upon exercise of the Warrants and (ii) 600,000 ordinary shares upon the exercise of an option to purchase ordinary shares.

E.            Raymond Long Sing Tang

(a)                   As of the date hereof, Mr. Tang beneficially owns 465,713,861 Ordinary Shares, representing a beneficial ownership of approximately 72.3% of the Ordinary Shares.  MVIL directly holds 418,960,015 ordinary shares, including ordinary shares represented by American Depositary Shares (“ADSs”). MVIL has the right to acquire (i) 46,153,846 ordinary shares upon exercise of the Warrants and (ii) 600,000 ordinary shares upon the exercise of an option to purchase ordinary shares.

F.             Equal Talent Investments Limited

(a)                   As of the date hereof, ETIL holds 1,627,810 ADSs, representing 19,533,720 Ordinary Shares and a beneficial ownership of approximately 3.3% of the Ordinary Shares.  All such ADSs are directly held by ETIL.

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G.           Season Pioneer Investments Limited

(a)                   As of the date hereof, SPIL holds 3,255,523 ADSs, representing 39,066,276 Ordinary Shares and a beneficial ownership of approximately 6.5% of the Ordinary Shares.  All such ADSs are directly held by SPIL.

H.           Tracy Gia Yunn Tsoi

(a)                   As of the date hereof, Ms. Tsoi beneficially owns 58,599,996 Ordinary Shares, representing a beneficial ownership of approximately 9.8% of the Ordinary Shares.  19,533,720 of such shares are beneficially owned by ETIL, which directly holds 1,627,810 ADSs and 39,066,276 of such shares are beneficially owned by SPIL, which directly holds 3,255,523 ADSs.

(c)                    See Item 3.

(d)                   Not applicable.

(e)                    Not applicable.

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:

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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: November 9, 2020

For and on behalf of

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