0001696396-20-000001 D 1 06b 20200413 20200413 20200413 Stealth BioTherapeutics Corp 0001696396 2834 000000000 E9 1231 D 33 021-364841 20788916 190 ELGIN AVENUE GEORGE TOWN GRAND CAYMAN E9 KY1-9005 617-600-6888 190 ELGIN AVENUE GEORGE TOWN GRAND CAYMAN E9 KY1-9005 D 1 primary_doc.xml UNITED STATES SECURITIES OMB APPROVAL AND EXCHANGE COMMISSION OMB Number: 3235-0076 Washington, D.C. Estimated Average burden hours per response: 4.0 FORM D Notice of Exempt Offering of Securities 1. Issuer's Identity CIK (Filer ID Number) Previous Name(s) Entity Type [x] None 0001696396 [x] Corporation [ ] Limited Partnership [ ] Limited Name of Issuer Liability Company [ ] General Stealth BioTherapeutics Partnership Corp [ ] Business Trust [ ] Other Jurisdiction of Incorporation/Organization CAYMAN ISLANDS Year of Incorporation/Organization [x] Over Five Years Ago [ ] Within Last Five Years (Specify Year) [ ] Yet to Be Formed 2. Principal Place of Business and Contact Information Name of Issuer Stealth BioTherapeutics Corp Street Address 1 Street Address 2 190 ELGIN AVENUE GEORGE TOWN City State/Province/Country ZIP/Postal Code Phone No. of Issuer GRAND CAYMAN CAYMAN ISLANDS KY1-9005 617-600-6888 3. Related Persons Last Name First Name Middle Name McCarthy Irene Street Address 1 Street Address 2 275 Grove Street Suite 3-107 City State/Province/Country ZIP/Postal Code Newton MASSACHUSETTS 02446 Relationship: [x] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Chan Gerald Street Address 1 Street Address 2 275 Grove Street Suite 3-107 City State/Province/Country ZIP/Postal Code Newton MASSACHUSETTS 02446 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Chen Francis Street Address 1 Street Address 2 275 Grove Street Suite 3-107 City State/Province/Country ZIP/Postal Code Newton MASSACHUSETTS 02446 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name McLaughlin Kevin Street Address 1 Street Address 2 275 Grove Street Suite 3-107 City State/Province/Country ZIP/Postal Code Newton MASSACHUSETTS 02446 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Owens Edward Street Address 1 Street Address 2 275 Grove Street Suite 3-107 City State/Province/Country ZIP/Postal Code Newton MASSACHUSETTS 02446 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Lange Lou Street Address 1 Street Address 2 275 Grove Street Suite 3-107 City State/Province/Country ZIP/Postal Code Newton MASSACHUSETTS 02446 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- Last Name First Name Middle Name Huang Lu Street Address 1 Street Address 2 275 Grove Street Suite 3-107 City State/Province/Country ZIP/Postal Code Newton MASSACHUSETTS 02446 Relationship: [ ] Executive Officer [x] Director [ ] Promoter Clarification of Response (if Necessary) -------------------------------------------------------------------------------- 4. Industry Group [ ] Agriculture Health Care [ ] Retailing Banking & Financial [x] Biotechnology [ ] Restaurants Services [ ] Commercial Banking [ ] Health Insurance Technology [ ] Insurance [ ] Hospitals & Physicians [ ] Computers [ ] Investing [ ] Pharmaceuticals [ ] Telecommunications [ ] Investment Banking [ ] Other Health Care [ ] Other Technology [ ] Pooled Investment Travel Fund [ ] Other Banking & [ ] Airlines & Financial Services [ ] Manufacturing Airports [ ] Lodging & Real Estate Conventions [ ] Commercial [ ] Tourism & Travel Services [ ] Construction [ ] Other Travel [ ] REITS & Finance [ ] Other [ ] Residential [ ] Other Real Estate [ ] Business Services Energy [ ] Coal Mining [ ] Electric Utilities [ ] Energy Conservation [ ] Environmental Services [ ] Oil & Gas [ ] Other Energy 5. Issuer Size Revenue Range Aggregate Net Asset Value Range [ ] No Revenues [ ] No Aggregate Net Asset Value [ ] $1 - $1,000,000 [ ] $1 - $5,000,000 [ ] $1,000,001 - $5,000,000 [ ] $5,000,001 - $25,000,000 [ ] $5,000,001 - $25,000,000 [ ] $25,000,001 - $50,000,000 [ ] $25,000,001 - $100,000,000 [ ] $50,000,001 - $100,000,000 [ ] Over $100,000,000 [ ] Over $100,000,000 [x] Decline to Disclose [ ] Decline to Disclose [ ] Not Applicable [ ] Not Applicable 6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply) [ ] Rule 504(b)(1) (not (i), [ ] Rule 505 (ii) or (iii)) [ ] Rule 504 (b)(1)(i) [x] Rule 506(b) [ ] Rule 504 (b)(1)(ii) [ ] Rule 506(c) [ ] Rule 504 (b)(1)(iii) [ ] Securities Act Section 4(a)(5) [ ] Investment Company Act Section 3(c) 7. Type of Filing [x] New Notice Date of First Sale 2020-04-10 [ ] First Sale Yet to Occur [ ] Amendment 8. Duration of Offering Does the Issuer intend this offering to last more than one year? [ ] Yes [x] No 9. Type(s) of Securities Offered (select all that apply) [ ] Pooled Investment Fund Interests [x] Equity [ ] Tenant-in-Common Securities [ ] Debt [ ] Mineral Property Securities [ ] Option, Warrant or Other Right to Acquire Another Security [ ] Security to be Acquired Upon Exercise of Option, Warrant or Other [ ] Other (describe) Right to Acquire Security 10. Business Combination Transaction Is this offering being made in connection with a business combination transaction, such as a merger, [ ] Yes [x] No acquisition or exchange offer? Clarification of Response (if Necessary) 11. Minimum Investment Minimum investment accepted from any outside investor $ 0 USD 12. Sales Compensation Recipient Recipient CRD Number [ ] None (Associated) Broker or Dealer [ ] None (Associated) Broker or [ ] None Dealer CRD Number Street Address 1 Street Address 2 City State/Province/Country ZIP/Postal Code State(s) of Solicitation [ ] All States 13. Offering and Sales Amounts Total Offering Amount $ 20000001 USD [ ] Indefinite Total Amount Sold $ 20000001 USD Total Remaining to be Sold $ 0 USD [ ] Indefinite Clarification of Response (if Necessary) 14. Investors [ ] Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, Number of such non-accredited investors who already have invested in the offering Regardless of whether securities in the offering have been or may be 1 sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering: 15. Sales Commissions & Finders’ Fees Expenses Provide separately the amounts of sales commissions and finders' fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount. Sales Commissions $ 0 USD [ ] Estimate Finders' Fees $ 0 USD [ ] Estimate Clarification of Response (if Necessary) 16. Use of Proceeds Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount. $ 0 USD [ ] Estimate Clarification of Response (if Necessary) Signature and Submission Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice. Terms of Submission In submitting this notice, each Issuer named above is: º Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, the information furnished to offerees. º Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the Issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against it in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed. º Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d). Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person. For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature. Issuer Signature Name of Signer Title Date Stealth BioTherapeutics /s/ Irene P. McCarthy Irene P. McCarthy Chief Executive Officer 2020-04-13 Corp