Divakar Gupta (212)479-6474 dgupta@cooley.com | VIA EDGAR |
March 1, 2018
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
| Attn: | Ms. Suzanne Hayes |
| Ms. Christine Westbrook |
| Re: | ObsEva SA |
| Amendment No. 1 to Registration Statement on FormF-3 |
| Filed February 23, 2018 |
| FileNo. 333-222820 |
Ladies and Gentlemen:
On behalf of our client, ObsEva SA (the “Company”), we are responding to the comments of the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”) contained in its letter dated February 27, 2018 (the “Comment Letter”), relating to the above referenced Amendment No. 1 to Registration Statement on FormF-3, filed on February 23, 2018 (the “Registration Statement”). In response to the comments set forth in the Comment Letter (the “Comments”), the Company has revised the Registration Statement and is filing Amendment No. 2 to Registration Statement on FormF-3 (the “Amended Registration Statement”) with this response letter. For the Staff’s reference, we have included both a clean copy of the Amended Registration Statement and a copy marked to show all changes from the Registration Statement.
Set forth below are the Company’s responses to the Comments. The numbering of the paragraphs below corresponds to the numbering of the Comments, which for your convenience we have incorporated into this response letter. Page references in the text of this response letter correspond to the page numbers of the Amended Registration Statement.
Amendment No. 1 to FormF-3 filed on February 23, 2018
Exhibit 5.1, pageII-1
| 1. | We note that the legality opinion filed as Exhibit 5.1 states that the debt securities, warrants and units “if and when issued, will be validly issued.” Please file a revised legality opinion that opines that the debt securities, warrants and units are binding obligations of the registrant under the law of the jurisdiction governing the respective securities. For guidance, refer to Sections II.B.1.e, f and h of Staff Legal Bulletin No. 19. |
March 1, 2018
Page 2
Response to Comment 1:
In response to the Staff’s comment, the Company has filed a revised Exhibit 5.1 and a new Exhibit 5.2 with the Amended Registration Statement.
* * * *
The Company respectfully requests the Staff’s assistance in completing the review of the Amended Registration Statement as soon as possible. Please contact me at (212)479-6474, Ryan Sansom at (617)937-2335 or Mark Ballantyne at (703)456-8084 with any questions or further comments regarding the responses to the Comments.
Very truly yours,
/s/ Divakar Gupta
Divakar Gupta
| cc: | Ernest Loumaye, ObsEva SA |
Timothy Adams, ObsEva SA
Ryan Sansom, Cooley LLP
Mark Ballantyne, Cooley LLP