Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Director Resignation and Transition
On March 10, 2023, Annette Clancy, chair of the Board of Directors (the "Board")
of ObsEva SA (the "Company"), notified the Company of her intention to resign
from the Board, effective immediately. Effective March 13, 2023, the Board
appointed Ernest Loumaye, co-founder of the Company and member of the Board, to
succeed Ms. Clancy and serve as interim chair of the Board until the Company's
2023 Annual General Meeting of Shareholders, at which time he is expected to be
nominated for this position for the upcoming year.
Chief Executive Officer Transition
As previously announced, effective February 23, 2023, Will Brown, who has served
as the Company's Chief Financial Officer since January 2022, was appointed as
Interim Chief Executive Officer of the Company. On March 13, 2023, the Company
announced that Fabien de Ladonchamps, will be appointed as Chief Executive
Officer of the Company with an anticipated effective date of May 1, 2023.
Mr. Brown will continue to serve as Interim Chief Executive Officer until the
effectiveness of Mr. de Ladonchamps' appointment. The Company expects to enter
into an employment agreement with Mr. de Ladonchamps setting forth the terms and
conditions of his employment as Chief Executive Officer.
Mr. de Ladonchamps, age 44, has served as the Company's Vice President,
Corporate Affairs and Finance since March 1, 2023. He previously served as the
Company's Chief Administrative Officer from January 2021 to November 2022,
interim Chief Financial Officer from April 2020 to December 2020, Vice President
Corporate Affairs and Finance from January 2019 to April 2020, Vice President of
Finance from January 2016 to December 2018 and Finance Director from October
2013 to December 2015. Mr. de Ladonchamps is a biotech executive with 25 years
of experience in finance and administrative roles, primarily with Swiss biotech
companies. He served as the sole finance and accounting officer for the Company
for a total of four years during which over $110 million in equity proceeds were
raised through private and public financings. Mr. de Ladonchamps was
instrumental in the Company's listings on both The Nasdaq Stock Market in 2017
and the Swiss Exchange in 2018. Prior to joining the Company, Mr. de Ladonchamps
held a variety of management roles at Addex Therapeutics from 2008 to 2013.
Mr. de Ladonchamps holds a degree in Finance and Accounting from the Lyon III
University in Lyon, France.
Item 7.01 Regulation FD Disclosure.
On March 13, 2023, the Company issued a press release with respect to the
management transition described in Item 5.02 of this Current Report on
Form 8-K. A copy of the Company's press release is being furnished as Exhibit
99.1 to this Current Report on Form 8-K. The exhibit attached hereto shall not
be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, or otherwise subject to the liabilities of that section, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended.
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Cautionary Note Regarding Forward Looking Statements of ObsEva SA
Any statements contained in this Current Report on Form 8-K that do not describe
historical facts may constitute forward-looking statements as that term is
defined in the Private Securities Litigation Reform Act of 1995. These
statements may be identified by words such as "believe", "expect", "may",
"plan", "potential", "will", and similar expressions, and are based on ObsEva's
current beliefs and expectations. These forward-looking statements include,
without limitation, statements regarding expectations with respect to
transitions in management, including with respect to the timing of the new Chief
Executive Officer appointment. These statements involve risks and uncertainties
that could cause actual results to differ materially from those reflected in
such statements. Risks and uncertainties that may cause actual results to differ
materially include, without limitation, risks and uncertainties related to
ObsEva's ability to recognize the anticipated benefits of the reorganization,
which may be affected by, among other things, the ability of ObsEva to maintain
relationships with its partners and attract and retain management and key
employees; uncertainties in the effect of the delisting from Nasdaq for ObsEva's
securities; the ability of ObsEva to maintain its SIX listing; the expenses and
time that a delisting from Nasdaq and deregistration from the SEC may require;
inherent risks and uncertainties associated with the conduct of clinical trials
and clinical development, including the risk that the results of earlier
clinical trials may not be predictive of the results of later stage clinical
trials; ObsEva's reliance on third parties over which it may not always have
full control, and the capabilities of such third parties; the impact of the
ongoing novel coronavirus outbreak and other economic or geopolitical events;
and other risks and uncertainties that are described in the Risk Factors section
of ObsEva's Annual Report on Form 20-F for the year ended December 31, 2021
filed with the SEC on March 10, 2022, in the Reports on Form 6-K filed with the
SEC on May 17, 2022, August 17, 2022 and December 1, 2022 and other filings
ObsEva makes with the SEC. These documents are available on the Investors page
of ObsEva's website at http://www.ObsEva.com. Any forward-looking statements
speak only as of the date of this Current Report on Form 8-K and are based on
information available to ObsEva as of the date of this Current Report on Form
8-K, and ObsEva assumes no obligation to, and does not intend to, update any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit
Number Description
99.1 Press Release dated March 13, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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