GENEVA, Switzerland and BOSTON, MA
(September 3, 2020) – ObsEva SA (NASDAQ: OBSV) (SIX: OBSN)
(“ObsEva” or the “Company”), a clinical-stage biopharmaceutical
company developing and commercializing novel therapies to improve
women’s reproductive health, today announced the pricing of an
underwritten equity offering and concurrent private placement
transaction.
H.C. Wainwright & Co. is acting as sole
book-running manager for the underwritten offering and exclusive
placement agent for the private placement.
H.C. Wainwright & Co., as underwriter, has
agreed to purchase on a firm commitment basis an aggregate of
6,448,240 units at an effective price of $2.869 per unit, less
underwriting discounts and commissions. Each unit is comprised of
one common share (or pre-funded warrant) and one 15-month purchase
warrant to purchase one common share.
"We are very pleased to add a new high quality
shareholder and obtain capital to further proceed with our pipeline
development as we continue ongoing active discussions for a
linzagolix commercial partnership,” said Ernest Loumaye, MD, PhD,
OB/GYN, CEO and Co-Founder of ObsEva.
Each 15-month purchase warrant included in the
units has an exercise price of $3.43 per share, is exercisable
immediately and will expire 15 months from the date of issuance.
The common shares (or pre-funded warrants) and the accompanying
warrants can only be purchased together in the underwritten
offering but will be issued separately. The underwritten offering
is expected to close on or about September 8, 2020, subject to
satisfaction of customary closing conditions.
ObsEva expects to receive aggregate gross
proceeds of approximately $18.5 million from the underwritten
offering, prior to deducting underwriting discounts and commissions
and other offering expenses. In the event the 15-month purchase
warrants are exercised in full, ObsEva expects to receive
approximately $22.1 million in additional gross
proceeds.
The securities offered in the underwritten
offering are being offered by the Company pursuant to a “shelf”
registration statement on Form F-3 (File No. 333-233069) previously
filed with the Securities and Exchange Commission (the “SEC”) on
August 7, 2019 and declared effective by the SEC on August 14,
2019. The offering of the underwritten securities is being made
only by means of a prospectus, including a prospectus supplement,
forming a part of the effective registration statement. A final
prospectus supplement and accompanying prospectus relating to, and
describing the terms of, the underwritten offering will be filed
with the SEC and will be available on the SEC’s website at
http://www.sec.gov. Electronic copies of the prospectus supplement
and accompanying prospectus may also be obtained, when available,
by contacting H.C. Wainwright & Co., LLC at 430 Park Avenue,
3rd Floor, New York, NY 10022, by telephone at (646) 975-6996 or
e-mail at placements@hcwco.com.
In addition to the securities being sold in the
underwritten offering, the Company’s Chief Executive Officer has
agreed to purchase 516,352 units, with each unit comprised of one
common share and one 15-month purchase warrant to purchase one
common share at an exercise price of $3.43 per share, in a
concurrent private placement, exempt from the registration
requirements of the Securities Act of 1933, as amended, at a
purchase price equal to $2.905 per unit, for aggregate gross
proceeds of approximately $1.5 million, prior to deducting
placement agent fees and other placement expenses. The private
placement is expected to close in the course of the month of
September 2020, subject to satisfaction of customary closing
conditions.
The Company intends to use the net proceeds from
the offerings primarily to continue the development of the
Company’s new chemical entities in its pipeline, and for working
capital and other general corporate purposes.
This press release shall not constitute an offer
to sell or a solicitation of an offer to buy these securities, nor
shall there be any sale of these securities in any state or other
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such state or other jurisdiction.
About ObsEva
ObsEva is a biopharmaceutical company developing
and commercializing novel therapies to improve women’s reproductive
health and pregnancy. Through strategic in-licensing and
disciplined drug development, ObsEva has established a late-stage
clinical pipeline with development programs focused on treating
endometriosis, uterine fibroids, preterm labor, and improving ET
outcomes following IVF. ObsEva is listed on the Nasdaq Global
Select Market and is trading under the ticker symbol “OBSV” and on
the SIX Swiss Exchange where it is trading under the ticker symbol
“OBSN”.
Cautionary Note Regarding
Forward-Looking Statements
Any statements contained in this press release
that do not describe historical facts may constitute
forward-looking statements as that term is defined in the Private
Securities Litigation Reform Act of 1995. These statements may be
identified by words such as “believe”, “expect”, “may”, “plan”,
“potential”, “will”, and similar expressions, and are based on
ObsEva’s current beliefs and expectations. These forward-looking
statements include statements regarding the completion of the
transactions described herein, the satisfaction of customary
closing conditions related to the transactions described herein,
the intended use of net proceeds from the transactions described
herein. These statements involve risks and uncertainties that could
cause actual results to differ materially from those reflected in
such statements. Risks and uncertainties that may cause actual
results to differ materially include, without limitation, market
risks and uncertainties and the satisfaction of customary closing
conditions for an offering of securities and other risks and
uncertainties that are described in the Risk Factors section of
ObsEva’s Report on Form 6-K filed on August 6, 2020, its Annual
Report on Form 20-F for the year ended December 31, 2019, and other
filings ObsEva makes with the SEC. These documents are available on
the Investors page of ObsEva’s website
at http://www.ObsEva.com. Any forward-looking statements speak
only as of the date of this press release and are based on
information available to ObsEva as of the date of this release, and
ObsEva assumes no obligation to, and does not intend to, update any
forward-looking statements, whether as a result of new information,
future events or otherwise.
For further information, please contact:
CEO Office Contact:
Shauna DillonShauna.dillon@obseva.ch+41 22 552 1550
Investor Contact:
Mario CorsoVice President, Investor
Relationsmario.corso@obseva.com+1 857 972 9347 Office+1 781 366
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