INCORPORATION BY REFERENCE
This Report on Form 6-K shall be deemed to be incorporated by reference into the registration statements on Form F-3, as amended (No. 333-221462, 333-266492, 333-260974 and 333-262820) of ObsEva SA (including any prospectuses forming a part of such registration statements) and the registration statements on Form S-8 (Registration No. 333-216170, 333-231629, 333-249457 and 333-263234) of ObsEva SA and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.
EXPLANATORY NOTE
On November 21, 2022, ObsEva SA (the “Company”) entered that certain IP Acquisition Agreement, by and between the Company and XOMA (US) LLC, a Delaware limited liability company (“XOMA”), dated as of November 21, 2022 (the “Acquisition Agreement”), pursuant to which the Company sold and assigned all its rights to Ebopiprant, an investigational, orally active, selective prostaglandin F2α (PGF2α) receptor antagonist, including the Company’s July 2021 license agreement with Organon & Co. (“Organon”) and June 2015 license agreement with Merck KGaA, Darmstadt, Germany related to Ebopiprant, as well as the intellectual property estate, to XOMA for an upfront payment of $15 million and future milestone payments of up to approximately $98 million upon the achievement of certain development and regulatory milestones and sales milestones under the July 2021 license agreement with Organon.
Also on November 21, 2022, in connection with the entry into the Acquisition Agreement, the Company entered into a consent and amendment agreement (the “Consent”) with certain funds and accounts managed by JGB Management, Inc. (“JGB”) related to that certain Amended and Restated Securities Purchase Agreement, deemed dated as of October 12, 2021, by and between the Company and JGB (the “Securities Purchase Agreement”), that certain Senior Secured Convertible Note issued by the Company to JGB due October 12, 2024, in the aggregate original principal amount of $31,496,063 (the “First Tranche Note”) and that certain Senior Secured Convertible Note issued by the Company to JGB due January 28, 2025, in the aggregate original principal amount of $10,500,000, (the “Second Tranche Note” and together with the First Tranche Note, the “Outstanding Notes”, and together with the Securities Purchase Agreement and ancillary agreements thereto, the “Transaction Agreements”). Pursuant to the Consent, JGB consented to the Company’s entry into the Acquisition Agreement, and the Company and JGB also agreed (i) to amend the maturity date of each of the Outstanding Notes to December 31, 2023 and (ii) that the Company will maintain in a control account pursuant to the Transaction Agreements a minimum cash balance equal to the aggregate outstanding principal balance under the Outstanding Notes as of November 21, 2022, provided such minimum cash balance shall be correspondingly reduced upon any conversion of the outstanding balance or payoff of the Outstanding Notes. As of November 21, 2022, the aggregate outstanding principal of the Outstanding Notes was approximately $6.7 million.
The foregoing summary does not purport to be a complete description of the terms of the Acquisition Agreement or the Consent Agreement and is qualified in its entirety by reference to the full text of such documents, a copy of which will be filed with the U.S. Securities and Exchange Commission (“SEC”) in the Company’s Annual Report for the year ended December 31, 2022, in the case of the Acquisition Agreement, and a copy of which is filed as Exhibit 99.1 hereto and incorporated herein, in the case of the Consent.
On November 22, 2022, the Company issued a press release announcing, among other things, that it had entered into the Acquisition Agreement and Consent. A copy of the press release is filed as Exhibit 99.2 hereto and incorporated by reference herein.
