6-K

ObsEva SA

Date: October 26, 2022

/s/ Brian O’Callaghan

Brian O’Callaghan

Chief Executive Officer

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 and 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and 333-263234) of ObsEva SA and to be a part thereof from the date on which this report is filed, to the extent not superseded by documents or reports subsequently filed or furnished.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 October 26, 2022, ObsEva SA (the “Company”) entered into an amendment and forbearance extension agreement (the “Amendment”) with certain funds and accounts managed by JGB Management, Inc. (“JGB”), in relation to the Company’s amended and restated securities purchase agreement (the “Securities Purchase Agreement”), deemed dated as of October 12, 2021, that certain Senior Secured Convertible Note 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 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”), with JGB. The Company previously entered into an amendment and forbearance agreement with JGB on July 31, 2022 in connection with the Company’s previously announced application to the courts of competent jurisdiction of the Swiss canton of Geneva for a preliminary moratorium that resulted, and/or may result, in certain events of default under the Outstanding Notes (the “Events of Default”).

Pursuant to the Amendment, JGB has agreed to refrain and forebear from exercising or pursuing any rights or remedies under the Transaction Agreements with respect to the Events of Default until the earlier to occur of (i) December 1, 2022, (ii) the occurrence of any event of default under the Transaction Agreements (other than the Events of Default), and (iii) the date upon which a preliminary moratorium has been granted by the courts of competent jurisdiction of the Swiss canton of Geneva. In exchange for the forbearance on exercising such rights and remedies, (i) the conversion price for $1,500,000 of outstanding principal amount of the Outstanding Notes was adjusted to a conversion price of $0.19 per share (subject to adjustment as provided in the Outstanding Notes), and (ii) an aggregate of $500,000 of outstanding principal and all accrued and unpaid interest on the Outstanding Notes through and including October 31, 2022 was converted at the new conversion price of $0.19 per share for 2,631,579 shares of the Company’s common stock, resulting in an aggregate outstanding balance of approximately $6,700,000 under the Outstanding Notes. Except as provided herein and in the Amendment, the terms of the Transaction Agreements remained unchanged.

A copy of the Amendment is attached as Exhibit 99.2 hereto, and is incorporated herein by reference. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibit.

On October 26, 2022, the Company issued a press release announcing, among other things, that it had entered into the Amendment. A copy of the press release is filed as Exhibit 99.1 to this Form 6-K and incorporated by reference herein.

FORWARD-LOOKING STATEMENTS

Statements in this Form 6-K that are not strictly historical in nature, including but not limited to, statements regarding the potential impact of the Amendment and the Company’s planned restructuring and application to the Swiss court for a preliminary moratorium. These statements are only predictions based on current information and expectations and involve a number of risks and uncertainties. Actual events or results may differ materially from those projected in any of such statements due to various factors, including risks and uncertainties in the outcome and potential impact of the Company’s filing for preliminary moratorium, including with respect to the Company’s agreements with third parties, including the Amendment and the Transaction Agreements, and in the Company’s ability to successfully restructure its operations and refocus its development and commercialization strategy, and other risks and uncertainties that are described in the Risk Factors section of the Company’s Annual Report on Form 20-F for the year ended December 31, 2021 filed with SEC on March 10, 2022 and in the Reports on Form 6-K filed with the SEC on May 17, 2022 and August 17, 2022, and other filings the Company makes with the SEC. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. This caution is made under the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. All forward-looking statements are qualified in their entirety by this cautionary statement and the Company undertakes no obligation to revise or update this report to reflect events or circumstances after the date hereof, except as required by law.


Exhibit No.		Description

99.1		Press Release dated October 26, 2022.

99.2		Amendment and Forbearance Agreement, dated as of October 26, 2022, by and among the Company, the Subsidiary Guarantors and the Holder.