As filed with the Securities and Exchange Commission on March 2, 2022
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-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
1228 Plan-les-Ouates
Geneva, Switzerland
(Address of principal executive offices) (Zip code)
2017 Equity Incentive Plan
(Full title of the plan)
Cogency Global Inc.
122 East 42nd Street, 18th Floor
New York, New York 10168
(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, a non-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 Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☒ | |||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | |||
| Emerging growth company | ☒ | |||||
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 Registration Statements of the Registrant on Form S-8 relating to the same employee benefit plan are effective. The Registrant previously registered Common Shares for issuance under the 2017 Plan under Registration Statements on Form S-8 filed with the Securities and Exchange Commission (the “Commission”) on February 22, 2017 (File No. 333-216170), on May 21, 2019 (File No. 333-231629), and on October 13, 2020 (File No. 333-249457) Pursuant to General Instruction E to Form S-8, this Registration Statement hereby incorporates by reference the contents of the Registration Statements referenced above.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| ITEM 8. | EXHIBITS |
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 on Form 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 2nd day of March, 2022.
| OBSEVA SA | ||
| By: | /s/ Brian O’Callaghan | |
| Brian O’Callaghan | ||
| Chief Executive Officer | ||
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Brian O’Callaghan and Will Brown, and each or any one of them, his or her true and lawful attorney-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 said attorneys-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 said attorneys-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/ Brian O’Callaghan Brian O’Callaghan | Chief Executive Officer and Director (Principal Executive Officer) | March 2, 2022 | ||
/s/ Will Brown Will Brown | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | March 2, 2022 | ||
/s/ Frank Verwiel Frank Verwiel | Chairperson of the Board of Directors | March 2, 2022 | ||
/s/ Annette Clancy Annette Clancy | Director | March 2, 2022 | ||
/s/ Ernest Loumaye Ernest Loumaye | Director | March 2, 2022 | ||
/s/ Anne VanLent Anne VanLent | Director | March 2, 2022 | ||
/s/ Ed Mathers Ed Mathers | Director | March 2, 2022 | ||
/s/ Catarina Edfjäll Catarina Edfjäll | Director | March 2, 2022 | ||
Authorized Representative
Pursuant to the requirements of the Securities Act of 1933, the Registrant’s duly authorized representative has signed this registration statement on Form S-8, in the City of New York, New York, on March 2, 2022.
| By: | /s/ Colleen A. De Vries | |
| Colleen A. De Vries | ||
| Senior Vice-President on behalf of Cogency Global Inc. | ||
| Authorized Representative in the United States |
