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 May 2022
Commission File Number 001-38810
STEALTH BIOTHERAPEUTICS CORP
(Translation of registrant’s name into English)
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 office)
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 ☒ 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): ☐
1
EXHIBIT INDEX
Exhibit Number |
|
Description |
|
|
|
99.1 |
|
2
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 |
|
|
|
By: |
/s/ Irene P. McCarthy |
|
Irene P. McCarthy |
|
Chief Executive Officer |
|
|
Date: May 18, 2022 |
3
Exhibit 99.1
STEALTH BIOTHERAPEUTICS CORP
Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
(unaudited)
|
|
Three months ending March 31, |
|
|||||
|
|
2022 |
|
|
2021 |
|
||
Operating expenses: |
|
|
|
|
|
|
||
Research and development |
|
$ |
7,776 |
|
|
$ |
6,099 |
|
General and administrative |
|
|
5,298 |
|
|
|
4,979 |
|
Total operating expenses |
|
|
13,074 |
|
|
|
11,078 |
|
Loss from operations |
|
|
(13,074 |
) |
|
|
(11,078 |
) |
Other income (expense): |
|
|
|
|
|
|
||
Gain from remeasurement of derivative liability |
|
|
5,476 |
|
|
|
3,688 |
|
Interest income |
|
|
3 |
|
|
|
1 |
|
Interest expense and other |
|
|
(541 |
) |
|
|
(300 |
) |
Total other income |
|
|
4,938 |
|
|
|
3,389 |
|
Net loss attributable to ordinary shareholders |
|
$ |
(8,136 |
) |
|
$ |
(7,689 |
) |
Net loss per share attributable to ordinary shareholders — basic and diluted |
|
$ |
(0.01 |
) |
|
$ |
(0.01 |
) |
Weighted average ordinary shares used in net loss per share attributable to ordinary shareholders — basic and diluted |
|
|
715,444,473 |
|
|
|
652,807,323 |
|
STEALTH BIOTHERAPEUTICS CORP
Condensed Consolidated Balance Sheets
(in thousands)
(unaudited)
|
|
March 31, |
|
|
December 31, |
|
||
|
|
2022 |
|
|
2021 |
|
||
Assets |
|
|
|
|
|
|
||
Current assets: |
|
|
|
|
|
|
||
Cash and cash equivalents |
|
$ |
33,834 |
|
|
$ |
47,135 |
|
Prepaid expenses and other current assets |
|
|
2,566 |
|
|
|
2,467 |
|
Total current assets |
|
|
36,400 |
|
|
|
49,602 |
|
Property and equipment, net |
|
|
88 |
|
|
|
97 |
|
Deferred financing costs and other non-current assets |
|
|
427 |
|
|
|
527 |
|
Total assets |
|
$ |
36,915 |
|
|
$ |
50,226 |
|
Liabilities and shareholders’ deficit |
|
|
|
|
|
|
||
Current liabilities: |
|
|
|
|
|
|
||
Accounts payable |
|
$ |
4,122 |
|
|
$ |
3,467 |
|
Accrued expenses and other current liabilities |
|
|
5,613 |
|
|
|
7,283 |
|
Accrued interest payable |
|
|
154 |
|
|
|
78 |
|
Total current liabilities |
|
|
9,889 |
|
|
|
10,828 |
|
Long-term portion of debt |
|
|
13,782 |
|
|
|
13,656 |
|
Development derivative liability - related party |
|
|
65,561 |
|
|
|
71,037 |
|
Total liabilities |
|
|
89,232 |
|
|
|
95,521 |
|
Total shareholders’ deficit |
|
|
(52,317 |
) |
|
|
(45,295 |
) |
Total liabilities and shareholders’ deficit |
|
$ |
36,915 |
|
|
$ |
50,226 |
|