Report of Foreign Issuer Pursuant to Rule 13a-16 or 15d-16 (6-k)
March 05 2021 - 8:16AM
Edgar (US Regulatory)
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 March 2021
Commission File Number: 001-37993
OBSEVA SA
(Translation
of registrants name into English)
Chemin des
Aulx, 12
1228 Plan-les-Ouates
Geneva, Switzerland
(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): ☐
INCORPORATION BY REFERENCE
This report on Form 6-K shall be deemed to be incorporated by reference into the registration statement on Form F-3, as amended (No. 333-233069), of ObsEva SA (the Company) (including any prospectuses forming a part of such registration statements)
and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
Sales Agreement
On March 5, 2021, the Company entered into a Sale Agreement (the Sales Agreement) with SVB Leerink LLC (Leerink) to sell common
shares of the Company, par value of CHF 1/13 per share, with aggregate gross sales proceeds of up to $50,000,000, from time to time, through an at the market offering under which Leerink will act as sales agent (the Agent).
Subject to the terms and conditions of the Sales Agreement, the Agent has agreed to use its commercially reasonable efforts, consistent with its normal
trading and sales practices and applicable law and regulations, to sell all of the common shares so designated by the Company as agent in accordance with an instruction from the Company. The sales, if any, of the common shares under the Sales
Agreement will be made by any method permitted that is deemed an at the market offering as defined in Rule 415(a)(4) under the Securities Act, or, with our prior consent, in negotiated transactions. The Sales Agreement
provides that the commission payable to the Agent for sales of common shares with respect to which the Agent acts as sales agent shall be 3.0% of the gross sales price for such common shares sold pursuant to the Sales Agreement. The Sales Agreement
contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and the Agent have agreed to indemnify each other against certain liabilities, including liabilities under
the Securities Act of 1933, as amended (the Securities Act). The Agent and the Company have the right, by giving written notice as specified in the Sales Agreement to terminate the Sales Agreement.
The offering has been registered under the Securities Act pursuant to the Companys shelf registration statement on Form F-3, as amended (No. 333-233069), as supplemented by the Prospectus Supplement dated March 5, 2021, relating to the sale of the common shares.
A copy of the Sales Agreement is attached as Exhibit 1.1 hereto and is incorporated herein by reference. The foregoing description of the Sales Agreement does
not purport to be complete and is qualified in its entirety by reference to such exhibit.
A copy of the opinion of Lenz & Staehelin relating to
the validity of the securities to be issued pursuant to the Sales Agreement is filed herewith as Exhibit 5.1.
Exhibits
Reference is made to the Exhibit Index included hereto.
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.
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ObsEva SA
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Date: March 5, 2021
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By:
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/s/ Brian OCallaghan
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Name
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Brian OCallaghan
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Title:
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Chief Executive Officer
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