As filed with the Securities and Exchange Commission on March 2, 2022

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.

122 East 42nd Street, 18th Floor

New York, New York 10168

(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   ☒

 

 

 

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 Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plan are effective. The Registrant previously registered Common Shares for issuance under the 2017 Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2017 (File No. 333-216170), on May 21, 2019 (File No. 333-231629), and on October 13, 2020 (File No. 333-249457) Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

ITEM 8.

EXHIBITS

 

Exhibit

Number

   

Description

  4.1    Articles of Association of the Registrant, as currently in effect (incorporated by reference to Exhibit 4.1 to the Registrant’s Registration Statement on Form F-3 (File No. 333-262820), filed with the Securities and Exchange Commission on February 11, 2022).
  5.1    Opinion of Lenz & Staehelin, Swiss counsel of the Registrant, as to the validity of the common shares (filed herewith).
23.1    Consent of PricewaterhouseCoopers SA, independent registered public accounting firm (filed herewith).
23.2    Consent of Lenz & Staehelin (included in Exhibit 5.1).
24.1    Power of Attorney (included on the signature page of this Form S-8).
99.1    2017 Equity Incentive Plan (incorporated by reference to 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).
99.2    Form of Stock Option Grant Notice and Stock Option Agreement under 2017 Equity Incentive Plan (incorporated by reference to 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).
107    Filing Fee Table (filed herewith).

SIGNATURES

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 2nd day of March, 2022.

 

OBSEVA SA
By:  

/s/ Brian O’Callaghan

  Brian O’Callaghan
  Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brian O’Callaghan and Will Brown, 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.

 

Signature

   

Title

  

Date

/s/ Brian O’Callaghan

Brian O’Callaghan

    Chief Executive Officer and Director (Principal Executive Officer)   March 2, 2022

/s/ Will Brown

Will Brown

   

Chief Financial Officer

(Principal Financial Officer and Principal Accounting Officer)

   March 2, 2022

/s/ Frank Verwiel

Frank Verwiel

    Chairperson of the Board of Directors   March 2, 2022

/s/ Annette Clancy

Annette Clancy

    Director   March 2, 2022

/s/ Ernest Loumaye

Ernest Loumaye

    Director   March 2, 2022

/s/ Anne VanLent

Anne VanLent

    Director   March 2, 2022

/s/ Ed Mathers

Ed Mathers

    Director   March 2, 2022

/s/ Catarina Edfjäll

Catarina Edfjäll

    Director   March 2, 2022

Authorized Representative

Pursuant to the requirements of the Securities Act of 1933, the Registrant’s duly authorized representative has signed this registration statement on Form S-8, in the City of New York, New York, on March 2, 2022.

 

By:   /s/ Colleen A. De Vries
  Colleen A. De Vries
  Senior Vice-President on behalf of Cogency Global Inc.
  Authorized Representative in the United States

Exhibit 5.1

LOGO   

Lenz & Staehelin

Route de Chêne 30

CH-1211 Geneva 6

Tel: +41 58 450 70 00

Fax: +41 58 450 70 01

 

Brandschenkestrasse 24

CH-8027 Zurich

Tel: +41 58 450 80 00

Fax: +41 58 450 80 01

 

Avenue de Rhodanie 40C

CH-1007 Lausanne

Tel: +41 58 450 70 00

Fax: +41 58 450 70 01

 

www.lenzstaehelin.com

ObsEva SA

Attn. Fabien de Ladonchamps

Chemin des Aulx 12

1228 Plan-les-Ouates

Geneva, March 2, 2022

20156.012 / M1.9097850_1 / HUYNV

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 March 2, 2022 (the “Registration Statement”), in connection with the registration under the Securities Act of 1933, as amended, of additional 4,753,671 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 general meeting of shareholders of the Company on May 28, 2021 (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.

 

Partners Geneva: Shelby R. du Pasquier · Guy Vermeil · François Rayroux · Jean-Blaise Eckert · Daniel Tunik · Olivier Stahler · Andreas Rötheli · Xavier Favre-Bulle · Benoît Merkt · David Ledermann · Jacques Iffland · Daniel Schafer · Miguel Oural · Fedor Poskriakov · Frédéric Neukomm · Cécile Berger Meyer · Rayan Houdrouge · Floran Ponce · Valérie Menoud · Hikmat Maleh · Sevan Antreasyan · Roman Graf

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 · Dominique Müller · Alexander Greter · Peter Ling · Simone Ehrsam · Fabiano Menghini

Lausanne: Lucien Masmejan

Admitted to the Bar

LOGO

 

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

 

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, 2021 relating to the financial statements, which appears in ObsEva SA’s Annual Report on Form 20-F for the year ended December 31, 2020.

/s/ PricewaterhouseCoopers SA

Geneva, Switzerland

March 2, 2022

EXHIBIT 107

CALCULATION OF FILING FEE TABLES

Form S-8

ObsEva SA

Table 1: Newly Registered Securities

 

               
Security Type   Security
Class
Title		   Fee
Calculation
Rule		  

Amount

to be
Registered(1)

   Proposed
Maximum
Offering
Price Per
Share(2)		   Proposed
Maximum
Aggregate
Offering
Price(2)		  

Fee

Rate

   Amount of
Registration
Fee
               
Equity   Common Shares, CHF 0.0769 par value per share   457(h)   4,753,671(3)   $1.30   $6,179,772.30   .0000927   $572.87
         
Total Offering Amounts     $6,179,772.30     $572.87
         
Total Fee Offsets         N/A
         
Net Fee Due               $572.87

 

(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 $1.30, 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 February 24, 2022.

(3)

Represents 4,753,671 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 28, 2021.