UNDERWRITING AGREEMENT AND SUBSCRIPTION AGREEMENT
On September 3, 2020, ObsEva SA (the “Company”) entered into an underwriting and placement agency agreement (the “Underwriting
Agreement”), pursuant to which H.C. Wainwright & Co., LLC, 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 to purchase one common share at an exercise price of CHF 1/13 per share) and one 15-month
purchase warrant to purchase one common share at an exercise price of $3.43 per share. The gross proceeds to the Company from the underwritten offering are expected to be approximately $18.5 million, 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
underwritten offering is expected to close on or about September 8, 2020, subject to the satisfaction of customary closing conditions.
In addition
to the securities being sold in the underwritten offering, pursuant to a subscription agreement between the Company’s Chief Executive Officer and the Company (the “Subscription Agreement”), 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 pursuant to Regulation S promulgated thereunder, 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 expenses. The private placement is expected to close during the course of the month of September 2020, subject to satisfaction of customary closing conditions.
The underwritten offering was made pursuant to the Company’s shelf registration statement on Form F-3 (File No. 333-233069) declared effective on August 14, 2019, as supplemented by a prospectus supplement dated September 3, 2020, filed with the U.S. Securities and Exchange Commission on September 8,
2020.
In the Underwriting Agreement, the Company makes customary representations, warranties and covenants and also agrees to indemnify the underwriter
and the placement agent against certain liabilities, including liabilities under the Securities Act of 1933, as amended, or to contribute to payments that the underwriter may be required to make because of such liabilities. The foregoing is only a
brief description of the terms of each of the Underwriting Agreement, the Subscription Agreement, the Form of Warrant, the Form of Pre-Funded Warrant and the Form of Private Warrant, and does not purport to be a complete description of the rights
and obligations of the parties thereunder, and is qualified in its entirety by reference to the Underwriting Agreement, the Subscription Agreement, the Form of Warrant, the Form of Pre-Funded Warrant and the Form of Private Warrant that are filed as
Exhibits 1.1, 10.1, 4.1, 4.2 and 4.3, respectively, to this Form 6-K and incorporated by reference herein. The legal opinion of Lenz & Staehelin relating to the common shares and the warrant shares
and the legal opinion of Cooley LLP relating to the 15-month purchase warrants and the pre-funded warrants are filed as Exhibit 5.1 and Exhibit 5.2, respectively, to this Form 6-K and incorporated by reference
herein.
The Company has agreed to pay H.C. Wainwright & Co., LLC a commission equal to 6.0% of the gross proceeds raised in the underwritten offering
and a cash fee equal to 4.0% of gross proceeds from the sale of the common shares and accompanying purchase warrants in the concurrent private placement.
On September 3, 2020, the Company issued a press release announcing the pricing of the underwritten offering and private placement. A copy of the press
release is furnished as Exhibit 99.1 to this Form 6-K.
The information contained in this Form 6-K, including the exhibits hereto, but excluding Exhibit 99.1, is hereby incorporated by reference into the Company’s Registration Statement on Form F-3, as amended
(File No. 333-233069).
FORWARD-LOOKING STATEMENTS
Statements in this Form 6-K that are not strictly historical in nature, including statements regarding the
Company’s expectations with respect to the closing of the offering, are forward-looking statements. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual
events or results may differ materially from those projected in any of such statements due to various factors, including market risks and uncertainties and risks relating to the satisfaction of customary closing conditions for an offering of
securities. For a discussion of these and other factors, please refer to the risk factors set forth in the Company’s Annual Report on Form 20-F for the year ended December 31, 2019 filed with the
U.S. Securities and Exchange Commission (“SEC”) on March 5, 2020 and the risk factors disclosed in the Company’s Report on Form 6-K filed with the SEC on August 6, 2020, and other
filings the Company makes with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This caution is made under the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date
hereof, except as required by law.