SEC Form SC 13D filed by ObsEva SA

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No.     )*

ObsEva SA

(Name of Issuer)

Common Shares, par value CHF 1/13 per share

(Title of Class of Securities)

H5861P103

(CUSIP Number)

Ernest Loumaye

c/o ObsEva SA

Chemin des Aulx, 12

1228 Plan-les-Ouates

Geneva, Switzerland

+41 22 552 38 40

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 28, 2023

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.  ☐

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. H5861P103

2

The class of equity security to which this statement on Schedule 13D relates is the Common Shares, par value CHF 1/13 per share (“Common Shares”) of ObsEva SA, a Switzerland corporation (the “Issuer”). The address of the principal executive offices of the Issuer is Chemin des Aulx, 12, 1228 Plan-les-Ouates, Geneva, Switzerland. Information given in response to each item shall be deemed incorporated by reference in all other items, as applicable.

On February 28, 2023, the Issuer entered into a share purchase agreement with the Reporting Person, pursuant to which the Issuer sold 4,000,000 Common Shares, at a price of CHF 0.104, or approximately USD 0.11 per share, for an aggregate amount of CHF 416,000, or approximately USD 441,958. On April 6, 2023, the Issuer entered into a share purchase agreement with the Reporting Person pursuant to which the Issuer sold 4,000,000 Common Shares, at a price of CHF 0.086, or approximately USD 0.095 per share, for an aggregate amount of CHF 344,000, or approximately USD 380,531. Together, the purchase and sale of the Common Shares is referred to as the “Transactions.”

The Reporting Person purchased the aforementioned securities for investment purposes with the aim of increasing the value of his investments and the Issuer. Subject to applicable legal requirements, the Reporting Person may purchase additional securities of the Issuer from time to time in open market or private transactions, depending on his evaluation of the Issuer’s business, prospects and financial condition, the market for the Issuer’s securities, other developments concerning the Issuer, the reaction of the Issuer to the Reporting Person’s ownership of the Issuer’s securities, other opportunities available to the Reporting Person, and general economic, money market and stock market conditions. In addition, depending upon the factors referred to above, the Reporting Person may dispose of all or a portion of his securities of the Issuer at any time. The Reporting Person reserves the right to increase or decrease his holdings on such terms and at such time as he may decide.

Except as set forth in this Item 4 and Item 6 below and the Company’s filings with the Securities and Exchange Commission, the Reporting Person does not have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D of the Securities Exchange Act of 1934 (the “Act”). However, the Reporting Person reserves the right to propose or participate in future transactions which may result in one or more of such actions. The Reporting Person also retains the right to change his investment intent at any time, to acquire additional Common Shares or other securities of the Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Shares beneficially owned by him (or any Common Shares into which such securities are converted) in any manner permitted by law. The Reporting Person may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

3

The Reporting Person is a member of the board of directors of the Issuer. As a director of the Issuer, he may have influence over the corporate activities of the Issuer, including activities which may relate to the transactions described in clauses (a) through (j) of Item 4 of Schedule 13D.

The disclosure with respect to the Transactions set forth in Item 3 above, including the description of the share purchase agreements, is incorporated herein by reference. Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Person, or between the Reporting Person and any other person, with respect to the securities of the Issuer.

None.

4

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: April 17, 2023

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