As filed with the Securities and Exchange Commission on May 20, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ObsEva SA
(Exact name of Registrant as specified in its charter)
| Switzerland | Not applicable | |
|
(State or other jurisdiction of Incorporation or organization) |
(I.R.S. Employer Identification No.) |
Chemin des Aulx, 12
1228 Plan-les-Ouates
Geneva, Switzerland
(Address of principal executive offices) (Zip code)
2017 Equity Incentive Plan
(Full title of the plan)
Cogency Global Inc.
10 East 40th Street, 10th Floor
New York, New York 10016
(212) 947-7200
(Name and address of agent for service) (Telephone number, including area code, of agent for service)
Copies to:
Divakar Gupta
Ryan Sansom
Cooley LLP
55 Hudson Yards
New York, NY 10001
(212) 479-6000
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered |
Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share(2) |
Proposed Maximum Aggregate Offering Price(2) |
Amount of Registration Fee |
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Common Shares, par value CHF 0.0769 per share |
1,749,995 shares(3) | $12.79 | $22,382,436.05 | $2,712.76 | ||||
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| (1) |
Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “ Securities Act ”), this Registration Statement shall also cover any additional common shares of CHF 0.0769 each par value (the “ Common Shares ”) of the Registrant that become issuable under the 2017 Equity Incentive Plan, as amended (the “ 2017 Plan ”), by reason of any share dividend, share split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding Common Shares. |
| (2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(h) promulgated under the Securities Act. The offering price per share and the aggregate offering price are based upon $12.79, which is the average of the high and low prices of the Registrant’s Common Shares as reported on the Nasdaq Global Select Market on May 17, 2019. |
| (3) |
Represents 1,749,995 Common Shares added to the shares authorized for issuance under the 2017 Plan pursuant to an amendment to such plan approved by the Registrant’s stockholders on May 8, 2019. |
INCORPORATION OF DOCUMENTS BY REFERENCE
This Registration Statement is being filed for the purpose of increasing the number of securities of the same class as other securities for which a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant previously registered Common Shares for issuance under the 2017 Plan under a Registration Statement on Form S-8 filed with the Securities and Exchange Commission (the “ Commission ”) on February 22, 2017 (File No. 333-216170). Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 8. |
EXHIBITS |
| (1) |
Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form 6-K (File No. 001-37993), filed with the Securities and Exchange Commission on May 20, 2019, and incorporated by reference herein. |
| (2) |
Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on Form F-1/A (File No. 333- 215383), filed with the Securities and Exchange Commission on January 23, 2017, and incorporated by reference herein. |
| (3) |
Previously filed as Exhibit 10.7 to the Registrant’s Registration Statement on Form F-1/A (File No. 333- 215383), filed with the Securities and Exchange Commission on January 17, 2017, and incorporated by reference herein. |
| (4) |
Previously filed as Exhibit 10.8 to the Registrant’s Registration Statement on Form F-1/A (File No. 333- 215383), filed with the Securities and Exchange Commission on January 17, 2017, and incorporated by reference herein. |
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Geneva, Switzerland, on this 20 th day of May, 2019.
| OBSEVA SA | ||
| By: |
/s/ Ernest Loumaye |
|
| Ernest Loumaye | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ernest Loumaye and Timothy Adams, and each or any one of them, his or her true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his or her substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
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Signature |
Title |
Date |
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/s/ Ernest Loumaye Ernest Loumaye |
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Chief Executive Officer and Director (Principal Executive Officer) |
May 20, 2019 | |||
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/s/ Timothy Adams Timothy Adams |
Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
May 20, 2019 | ||||
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/s/ Frank Verwiel Frank Verwiel |
Chairperson of the Board of Directors | May 20, 2019 | ||||
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/s/ Annette Clancy Annette Clancy |
Director | May 20, 2019 | ||||
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/s/ Barbara Duncan Barbara Duncan |
Director | May 20, 2019 | ||||
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Signature |
Title |
Date |
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/s/ James I. Healy James I. Healy |
Director | May 20, 2019 | ||||
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/s/ Ed Mathers Ed Mathers |
Director | May 20, 2019 | ||||
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/s/ Rafaèle Tordjman Rafaèle Tordjman |
Director | May 20, 2019 | ||||
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/s/ Jacky Vonderscher Jacky Vonderscher |
Director | May 20, 2019 | ||||
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/s/ Colleen A. DeVries Colleen A. DeVries Senior Vice-President on behalf of Cogency Global Inc. |
Authorized Representative in the United States | May 20, 2019 | ||||
Exhibit 5.1
| Lenz & Staehelin | ||||||||
| Route de Chêne 30 | ||||||||
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CH-1211 Genève 6 Tél: +41 58 450 70 00 Fax: +41 58 450 70 01 |
| Brandschenkestrasse 24 | ||||||||
| CH-8027 Zurich | ||||||||
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Tél: +41 58 450 80 00 Fax: +41 58 450 80 01 |
| Avenue de Rhodanie 58 | ||||||||
| CH-1007 Lausanne | ||||||||
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Tél: +41 58 450 70 00 Fax: +41 58 450 70 01 |
| www.lenzstaehelin.com |
ObsEva SA
Attn. Mr. Fabien de Ladonchamps
Chemin des Aulx 12
1228 Plan-les-Ouates
Geneva, May 20 th , 2019
Registration Statement on Form S-8
Ladies and Gentlemen,
We have examined the Registration Statement on Form S-8 to be filed by you with the Securities and Exchange Commission on or around May 20 th , 2019 (the “ Registration Statement ”), in connection with the registration under the Securities Act of 1933, as amended, of additional 1,749,995 common shares, par value of 1/13 of CHF 1 each, of ObsEva SA, a Swiss corporation (the “ Shares ”), subject to issuance by ObsEva SA (the “ Company ”) upon the exercise of stock options granted under the 2017 Equity Incentive Plan, as amended by the board of directors of the Company on November 27, 2018 (the “ Plan ”). As your legal counsel, we have examined, strictly under Swiss law, the proceedings taken and proposed to be taken by you in connection with the issuance and sale of such Shares under the Plan.
Strictly limited to Swiss law and assuming (i) that all Shares are issued and sold in the manner referred to in the Plan and pursuant to the agreements which accompany the Plan, and (ii), as to any new Shares to be issued out of the conditional capital of the Company that may be used to satisfy any obligations of the Company under the Plan, the due execution and delivery of, and the taking of necessary actions under, an agreement between the Company and a Swiss bank for the issuing of Shares from the Company’s conditional capital, it is our opinion that any Shares to be issued will be validly issued, fully paid and non-assessable.
Associés Genève: Shelby R. du Pasquier · Guy Vermeil · Mark Barmes* · François Rayroux · Jean-Blaise Eckert · Daniel Tunik ·
Olivier Stahler · Andreas Rötheli · Xavier Favre-Bulle · Benolt Merkt · David Ledermann · Jacques Iffland · Daniel Schafer · Miguel Oural ·
Fedor Poskriakov · Frédéric Neukomm · Cécile Berger Meyer · Rayan Houdrouge · Floran Ponce
Zurich: Patrick Hünerwadel · Stefan Breitenstein · Matthias Oertle · Martin Burkhardt · Heini Rüdisühli · Marcel Meinhardt ·
Patrick Schleiffer · Thierry Calame · Beat Kühni · Lukas Morscher · Tanja Luginbühl · Prof. Jürg Simon · Matthias Wolf · Hans-Jakob Diem
Prof. Pascal Hinny · Harold Frey · Marcel Tranchet · Tino Gaberthüel · Astrid Waser · Stephan Erni · Roland Fischer · Dominique Müller
Lausanne: Lucien Masmejan
| Admitted to the Bar | * Solicitor (England & Wales) |
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement filed on the date hereof. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act.
This opinion shall be governed by and construed in accordance with the laws of Switzerland.
Very truly yours,
/s/ Lenz & Staehelin
Lenz & Staehelin
2
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of ObsEva SA of our report dated March 5, 2019 relating to the financial statements, which appears in ObsEva SA’s Annual Report on Form 20-F for the year ended December 31, 2018.
/s/ PricewaterhouseCoopers SA
Geneva, Switzerland
May 20, 2019