ObsEva SA: Nasdaq/NYSE listing notice — ObsEva restructures, cuts 57% workforce, delists from Nasdaq, retires $6.5M debt, CEO replaced

February 23, 2023, the Company notified The Nasdaq Stock Market LLC (“Nasdaq”) of its inability to comply with Nasdaq Listing Rule 5450(a)(1) (the “Bid Price Rule”) because the bid price of the Company’s common shares has not closed at or above $1.00 per share for a minimum of ten consecutive business days. As previously reported, on September 12, 2022, the Company received notice from the Listing Qualifications Staff of Nasdaq indicating that the Company was not in compliance with the Bid Price Rule and the Company’s securities were subject to delisting unless, among other things, the Company

Mr. O’Callaghan is succeeded by Will Brown as Interim Chief Executive Officer.

Annette Clancy, current chair of the Board, Brian O’Callaghan, Stephanie Brown, Anne VanLent and Ed Mathers, each a current member of the Board, notified the Company that they will not stand for re-election as director nominees of the Company at the AGM which is expected to be held later in 2023, and therefore, will no longer serve as directors of the Company or on any committee of the Board, effective as of the AGM.

Annette Clancy, current chair of the Board, Brian O’Callaghan, Stephanie Brown, Anne VanLent and Ed Mathers, each a current member of the Board, notified the Company that they will not stand for re-election as director nominees of the Company at the AGM which is expected to be held later in 2023, and therefore, will no longer serve as directors of the Company or on any committee of the Board, effective as of the AGM.

Annette Clancy, current chair of the Board, Brian O’Callaghan, Stephanie Brown, Anne VanLent and Ed Mathers, each a current member of the Board, notified the Company that they will not stand for re-election as director nominees of the Company at the AGM which is expected to be held later in 2023, and therefore, will no longer serve as directors of the Company or on any committee of the Board, effective as of the AGM.

Annette Clancy, current chair of the Board, Brian O’Callaghan, Stephanie Brown, Anne VanLent and Ed Mathers, each a current member of the Board, notified the Company that they will not stand for re-election as director nominees of the Company at the AGM which is expected to be held later in 2023, and therefore, will no longer serve as directors of the Company or on any committee of the Board, effective as of the AGM.

Annette Clancy, current chair of the Board, Brian O’Callaghan, Stephanie Brown, Anne VanLent and Ed Mathers, each a current member of the Board, notified the Company that they will not stand for re-election as director nominees of the Company at the AGM which is expected to be held later in 2023, and therefore, will no longer serve as directors of the Company or on any committee of the Board, effective as of the AGM.

Brian O’Callaghan, the Company’s Chief Executive Officer, stepped down from his position effective as of February 23, 2023.

On February 23, 2023, ObsEva SA (the “Company”) entered into a Payoff and Termination Agreement (the “Payoff Agreement”) with JGB (Cayman) Port Ellen Ltd. (“JGB”), pursuant to which JGB agreed to accept a reduced prepayment premium of (i) $565,614 in cash and (ii) $250,000 in the form of 1,470,588 common shares of the Company (the “Payoff Shares”) as prepayment for that certain Senior Secured Convertible Note issued by the Company to JGB due December 31, 2023, in the aggregate original principal amount of $31,496,063 (the “First Tranche Note”)

On February 23, 2023, the Board of Directors (the “Board”) of the Company approved a reorganization plan, to, among other things, consolidate its operations in Switzerland, where its headquarters are located. The reorganization plan is intended to preserve cash, focus resources towards the development of nolasiban, a novel, oral oxytocin receptor agonist to improve in vitro fertilization success rates, and manage out-licensed programs. As part of the reorganization, the Company reduced its overall workforce by approximately 57%, including downsizing its US-based executive management team. The Company expects to similarly propose a reduced Board at its next Annual General Meeting of Shareholders (the “AGM”). The Company is beginning the activities with respect to the reorganization plan effective immediately. As a result, the Company expects to incur restructuring charges of approximately $1.2 million attributable to cash payments primarily for notice period payments, including healthca