ReShape Lifesciences Faces Delisting Risk, Amends Bylaws

TL;DR

**ReShape Lifesciences is dealing with potential delisting and has changed shareholder rights, signaling trouble.**

AI Summary

ReShape Lifesciences Inc. filed an 8-K on January 18, 2024, reporting events from January 11, 2024, related to a notice of delisting or failure to satisfy continued listing rules, material modifications to security holder rights, and amendments to its bylaws. This filing indicates potential issues with the company's stock exchange listing and changes that could impact current shareholders, signaling increased risk for investors. The company's business address is 18 Technology Drive, Suite 110, Irvine, CA 92618.

Why It Matters

This filing suggests ReShape Lifesciences Inc. is facing challenges maintaining its stock exchange listing, which could lead to its shares being traded on a less liquid market, potentially impacting stock price and investor confidence.

Risk Assessment

Risk Level: high — The mention of 'Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard' indicates significant operational or financial issues that could severely impact the stock's liquidity and value.

Analyst Insight

A smart investor would carefully review the specific reasons for the delisting notice and the nature of the modifications to security holder rights before making any investment decisions, as these are significant red flags.

Key Players & Entities

• ReShape Lifesciences Inc. (company) — the registrant filing the 8-K
• January 11, 2024 (date) — date of the earliest event reported in the 8-K
• January 18, 2024 (date) — date the 8-K was filed
• 001-37897 (other) — Commission File Number for ReShape Lifesciences Inc.
• Delaware (other) — State of incorporation for ReShape Lifesciences Inc.

Forward-Looking Statements

• ReShape Lifesciences Inc. will face increased scrutiny from investors and potentially experience further stock price volatility due to the delisting notice. (ReShape Lifesciences Inc.) — high confidence, target: Q1 2024
• The company may announce further actions or plans to address the listing deficiency in subsequent filings. (ReShape Lifesciences Inc.) — medium confidence, target: Q2 2024

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common stock, $0.001 par value per share RSLS The Nasdaq

Filing Documents

• rsls-20240111x8k.htm (8-K) — 38KB
• rsls-20240111xex3d1.htm (EX-3.1) — 111KB
• 0001558370-24-000365.txt ( ) — 291KB
• rsls-20240111.xsd (EX-101.SCH) — 3KB
• rsls-20240111_lab.xml (EX-101.LAB) — 16KB
• rsls-20240111_pre.xml (EX-101.PRE) — 10KB
• rsls-20240111x8k_htm.xml (XML) — 5KB

01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On January 11, 2024, ReShape Lifesciences Inc. (the "Company") received a written notice from the Listing Qualifications department of The Nasdaq Stock Market stating that because the Company has not yet held an annual meeting of shareholders within 12 months of the end of the Companys 2022 fiscal year end, it no longer complies with Nasdaq Listing Rule 5620 (a) for continued listing on The Nasdaq Capital Market. The Company has until February 26, 2024, which is 45 days from the date of the notice, to submit a plan to regain compliance and, if Nasdaq accepts the plan, it may grant an exception of up to 180 calendar days from the fiscal year end, or until June 28, 2024, to regain compliance. The Company intends to hold an annual meeting of shareholders no later than February 26, 2024 in order to regain compliance with Nasdaq Listing Rule 5620 (a) and filed a preliminary proxy statement for such meeting with the Securities and Exchange Commission on January 5, 2024.

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. On January 16, 2024, the Board of Directors (the "Board") of the Company approved and adopted amended and restated bylaws (the "Bylaws"), which became effective the same day. Article I, Section 1.5 of the Bylaws was amended to modify the quorum required for the transaction of business at a meeting of stockholders of the Company to provide that the presence, in person or by proxy, of holders of one-third (1/3rd) of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting will constitute a quorum for the transaction of business at such meeting, except as otherwise provided by applicable law, the Company's certificate of incorporation or the Bylaws. Prior to this amendment, the presence, in person or by proxy, of holders of a majority of the voting power of the shares of stock issued and outstanding and entitled to vote at the meeting would constitute a quorum for the transaction of business at such meeting. The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Bylaws, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. The disclosure provided under Item 3.03 above is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 3.1 Amended and Restated Bylaws, effective as of January 16, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. RESHAPE LIFESCIENCES INC. By: /s/ Paul F. Hickey Paul F. Hickey President and Chief Executive Officer Date: January 18, 2024

View Full Filing

View this 8-K filing on SEC EDGAR