As filed with the Securities and Exchange Commission on May 20, 2019
RegistrationNo. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORMS-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
1228Plan-les-Ouates
Geneva, Switzerland
(Address of principal executive offices) (Zip code)
2017 Equity Incentive Plan
(Full title of the plan)
Cogency Global Inc.
10 East 40th Street, 10th Floor
New York, New York 10016
(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, anon-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 Rule12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION OF REGISTRATION FEE
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Title of Securities to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(2) | Amount of Registration Fee | ||||
Common Shares, par value CHF 0.0769 per share | 1,749,995 shares(3) | $12.79 | $22,382,436.05 | $2,712.76 | ||||
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| (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 $12.79, 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 May 17, 2019. |
| (3) | Represents 1,749,995 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 8, 2019. |
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 a Registration Statement of the Registrant on Form S-8 relating to the same employee benefit plan is effective. The Registrant previously registered Common Shares for issuance under the 2017 Plan under a Registration Statementon Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2017(File No. 333-216170). Pursuant to General Instruction Eto Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statement referenced above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 8. | EXHIBITS |
| (1) | Previously filed as Exhibit 3.1 to the Registrant’s Current Report on Form6-K (FileNo. 001-37993), filed with the Securities and Exchange Commission on May 20, 2019, and incorporated by reference herein. |
| (2) | Previously filed as Exhibit 4.1 to the Registrant’s Registration Statement on FormF-1/A (File No. 333- 215383), filed with the Securities and Exchange Commission on January 23, 2017, and incorporated by reference herein. |
| (3) | Previously filed as Exhibit 10.7 to the Registrant’s Registration Statement on FormF-1/A (File No. 333- 215383), filed with the Securities and Exchange Commission on January 17, 2017, and incorporated by reference herein. |
| (4) | Previously filed as Exhibit 10.8 to the Registrant’s Registration Statement on FormF-1/A (File No. 333- 215383), filed with the Securities and Exchange Commission on January 17, 2017, and incorporated by reference herein. |
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 onForm 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 20th day of May, 2019.
| OBSEVA SA | ||
| By: | /s/ Ernest Loumaye | |
| Ernest Loumaye | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Ernest Loumaye and Timothy Adams, and each or any one of them, his or her true and lawfulattorney-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 saidattorneys-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 saidattorneys-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/ Ernest Loumaye Ernest Loumaye |
| Chief Executive Officer and Director (Principal Executive Officer) | May 20, 2019 | |||
/s/ Timothy Adams Timothy Adams | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | May 20, 2019 | ||||
/s/ Frank Verwiel Frank Verwiel | Chairperson of the Board of Directors | May 20, 2019 | ||||
/s/ Annette Clancy Annette Clancy | Director | May 20, 2019 | ||||
/s/ Barbara Duncan Barbara Duncan | Director | May 20, 2019 | ||||
Signature | Title | Date | ||||
/s/ James I. Healy James I. Healy | Director | May 20, 2019 | ||||
/s/ Ed Mathers Ed Mathers | Director | May 20, 2019 | ||||
/s/ Rafaèle Tordjman Rafaèle Tordjman | Director | May 20, 2019 | ||||
/s/ Jacky Vonderscher Jacky Vonderscher | Director | May 20, 2019 | ||||
/s/ Colleen A. DeVries Colleen A. DeVries Senior Vice-President on behalf of Cogency Global Inc. | Authorized Representative in the United States | May 20, 2019 | ||||
