--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-047755" form_type: "8-K" ticker: null cik: "0001685316" company_name: "ObsEva SA" filed_at: "2023-02-24T23:59:59+00:00" generated_at: "2026-06-19T00:48:41.771124+00:00" event_type: "other_material" sentiment: "negative" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # ObsEva restructures, cuts 57% workforce, delists from Nasdaq, retires $6.5M debt, CEO replaced ## Summary - Workforce reduced ~57%; restructuring charges ~$1.2M; annual savings ~$3.5M. - CEO Brian O'Callaghan stepped down; CFO Will Brown appointed Interim CEO; other executives departed. - Board members not standing for re-election; Founder Ernest Loumaye to be nominated Chairman. - Retired $6.5M convertible debt with JGB; paid $565,614 cash + 1.47M shares; JGB waived $1.1M penalty. - Nasdaq delisting expected; intends to deregister with SEC; will maintain SIX Swiss Exchange listing. ## SEC filing metadata - accession: 0001193125-23-047755 - form_type: 8-K - cik: 0001685316 - company_name: ObsEva SA - filed_at: 2023-02-24T23:59:59+00:00 - event_type: other_material - sentiment: negative - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 1.02, 2.05, 3.01, 3.02, 5.02, 7.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/d447189d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-047755 - JSON: https://secwatch.observer/filing/0001193125-23-047755.json - Plain text: https://secwatch.observer/filing/0001193125-23-047755.txt ## Key facts - Listing & Compliance Notices ObsEva SA received a nasdaq deficiency notice notice regarding minimum bid price (rules 5450(a)(1)). - Exchange: nasdaq - Notice: deficiency notice - Deficiency: minimum bid price - Rules: 5450(a)(1) source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm - Executive change Will Brown was appointed as Interim Chief Executive Officer at ObsEva SA. - Action: appointed - Role: Interim Chief Executive Officer source text: Mr. O’Callaghan is succeeded by Will Brown as Interim Chief Executive Officer. evidence_url: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm - Executive change Ed Mathers departed as Director at ObsEva SA. - Action: not stand for re-election - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm - Executive change Stephanie Brown departed as Director at ObsEva SA. - Action: not stand for re-election - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm - Executive change Brian O'Callaghan departed as Director at ObsEva SA. - Action: not stand for re-election - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm - Executive change Annette Clancy departed as Chair of the Board at ObsEva SA. - Action: not stand for re-election - Role: Chair of the Board source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm - Executive change Anne VanLent departed as Director at ObsEva SA. - Action: not stand for re-election - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm - Executive change Brian O'Callaghan departed as Chief Executive Officer at ObsEva SA. - Action: stepped down - Role: Chief Executive Officer source text: Brian O’Callaghan, the Company’s Chief Executive Officer, stepped down from his position effective as of February 23, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm - Material Agreements ObsEva SA terminated Payoff and Termination Agreement with JGB (Cayman) Port Ellen Ltd. valued at $565,614 in cash and $250,000 in the form of 1,470,588 common shares (effective 2023-02-23). - Action: termination - Agreement: notes offering - Counterparty: JGB (Cayman) Port Ellen Ltd. - Value: $565,614 in cash and $250,000 in the form of 1,470,588 common shares - Effective: 2023-02-23 source text: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm - Restructurings & Charges ObsEva SA announced a restructuring with charges of approximately $1.2 million affecting its operations in Switzerland (approximately 57%). - Type: restructuring - Charge: approximately $1.2 million - Affected area: its operations in Switzerland - Headcount: approximately 57% source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1685316/000119312523047755/0001193125-23-047755-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.