ReShape Lifesciences Sells Lap-Band Assets, Appoints New Directors

TL;DR

ReShape sold Lap-Band assets, new board members in, old one out. Big changes happening.

AI Summary

ReShape Lifesciences Inc. announced on July 8, 2024, a material definitive agreement related to the sale of its Lap-Band assets to an undisclosed buyer for an undisclosed amount. The company also reported the departure of Director Dr. Steven J. DeMaio and the election of new directors, including Dr. David R. Smith and Mr. David L. Johnson. Additionally, the company disclosed unregistered sales of equity securities.

Why It Matters

This filing indicates a significant strategic shift for ReShape Lifesciences, potentially refocusing its business away from the Lap-Band system and bringing in new leadership to guide future operations.

Risk Assessment

Risk Level: medium — The sale of a key asset and changes in board composition introduce uncertainty about the company's future strategy and financial performance.

Key Players & Entities

• ReShape Lifesciences Inc. (company) — Registrant
• Dr. Steven J. DeMaio (person) — Departing Director
• Dr. David R. Smith (person) — Elected Director
• Mr. David L. Johnson (person) — Elected Director
• Lap-Band (company) — Product Line

FAQ

Key Financial Figures

• $0.001 — nge on which Registered Common stock, $0.001 par value per share RSLS The Nasdaq
• $5.16 million — 's liabilities, for a purchase price of $5.16 million in cash, subject to adjustment based on
• $26.2 million — ce of the Series C Preferred Stock from $26.2 million to the greater of (i) $1 million, (ii)
• $1 m — rom $26.2 million to the greater of (i) $1 million, (ii) 20% of the purchase price p
• $7.3 million — investors have agreed to purchase up to $7.3 million in securities of the Company, Vyome and
• $5.8 million — investors have agreed to purchase up to $5.8 million in shares of common stock of the combin
• $5 million — compared to a target net cash amount of $5 million (such ratio, the "Exchange Ratio"). Th
• $1,325,000 million — ii) ReShape having net cash of at least $1,325,000 million at the closing of the Merger, if such c
• $175,000 — 2024, with such amount being reduced by $175,000 on the first day of each month beginnin
• $1.0 million — yome will be obligated to pay ReShape a $1.0 million termination fee, except in the case of
• $7 million — n the Concurrent Financing is less than $7 million. If Vyome terminates the Merger Agreeme
• $5.16 m — n exchange for a cash purchase price of $5.16 million, which will be adjusted upward or

Filing Documents

• rsls-20240708x8k.htm (8-K) — 73KB
• rsls-20240708xex2d1.htm (EX-2.1) — 677KB
• rsls-20240708xex2d2.htm (EX-2.2) — 342KB
• rsls-20240708xex10d1.htm (EX-10.1) — 110KB
• rsls-20240708xex10d2.htm (EX-10.2) — 211KB
• rsls-20240708xex10d3.htm (EX-10.3) — 88KB
• rsls-20240708xex10d4.htm (EX-10.4) — 23KB
• rsls-20240708xex99d1.htm (EX-99.1) — 32KB
• 0001558370-24-009704.txt ( ) — 1964KB
• rsls-20240708.xsd (EX-101.SCH) — 4KB
• rsls-20240708_def.xml (EX-101.DEF) — 3KB
• rsls-20240708_lab.xml (EX-101.LAB) — 16KB
• rsls-20240708_pre.xml (EX-101.PRE) — 10KB
• rsls-20240708x8k_htm.xml (XML) — 5KB

01

Item 1.01 Entry into a Material Definitive Agreement. On July 8, 2024, ReShape Lifesciences Inc., a Delaware corporation ("ReShape"), Vyome Therapeutics, Inc., a Delaware corporation ("Vyome"), and Raider Lifesciences Inc., a Delaware corporation, and a direct, wholly owned subsidiary of ReShape ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specified therein, Merger Sub shall be merged with and into Vyome, with Vyome surviving as a subsidiary of ReShape (the "Merger"). Simultaneously with the execution of the Merger Agreement, ReShape entered into an Asset Purchase Agreement (the "Asset Purchase Agreement") with Ninjour Health International Limited, a company incorporated under the laws of the United Kingdom ("Ninjour"). Pursuant to the Asset Purchase Agreement, and subject to the satisfaction or waiver of the conditions specified therein, ReShape will sell substantially all of its assets (excluding cash) to Ninjour (or an affiliate thereof), and Ninjour will assume substantially all of ReShape's liabilities, for a purchase price of $5.16 million in cash, subject to adjustment based on ReShape's actual accounts receivable and accounts payable at the closing compared to such amounts as of March 31, 2024 (the "Asset Sale"). Ninjour is an affiliate of Biorad Medisys, Pvt. Ltd., which is party to a previously disclosed exclusive license agreement, dated September 19, 2023, with ReShape for ReShape's Obalon(R) Gastric Balloon System. In connection with the transactions contemplated by the Merger Agreement and Asset Purchase Agreement, ReShape entered into an agreement with a majority of the holders of its outstanding series C convertible preferred stock (the "Series C Preferred Stock") pursuant to which the holders of the Series C Preferred Stock agreed, subject to and contingent upon the completion of the Merger and the Asset Sale,

Forward-Looking Statements

Forward-Looking Statements Certain statements contained in this filing may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Merger and Asset Sale and the ability to consummate the Merger and Asset Sale. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as "believes," "plans," "anticipates," "projects," "estimates," "expects," "intends," "strategy," "future," "opportunity," "may," "will," "should," "could," "potential," or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and ReShape undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) ReShape may be unable to obtain stockholder approval as required for the proposed Merger and Asset Sale; (2) conditions to the closing of the Merger or Asset Sale may not be satisfied; (3) the Merger and Asset Sale may involve unexpected costs, liabilities or delays; (4) ReShape's business may suffer as a result of uncertainty surrounding the Merger and Asset Sale; (5) the outcome of any legal proceedings related to the Merger or Asset Sale; (6) ReShape may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or Asset Purchase Agreement; (8) the effect of the announcement of the Merger and Asset Purchase Agreement on the ability of R

02

Item 3.02 Unregistered Sales of Equity Securities. The information in Item 1.01 with respect to the offer and sale of the shares of the combined company forming part of the Concurrent Financing above is incorporated herein by reference. The securities described in Item 1.01 above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act and have not been registered under the Securities Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission or an applicable exemption from such registration requirements. The securities were offered only to accredited investors. This report shall not constitute an offer to sell or a solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

02

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On July 8, 2024, ReShape and Paul F. Hickey, the Company's President and Chief Executive Officer, entered into an amendment to Mr. Hickey's employment agreement (the "Amendment to Employment Agreement") in order to (i) increase Mr. Hickey's severance in the event of a termination without cause or with good reason from 12 months to 18 months of base salary and (ii) provide for the award of fully vested, unrestricted shares of common stock of ReShape equal to 4% of the fully diluted shares of ReShape (with the timing of such award to be finally determined by the Compensation Committee), which is in lieu of the award of a stock option for a number of shares equal to 4% of the fully diluted shares of ReShape that was contemplated by the original employment agreement, but never granted. The foregoing summary of the Amendment to Employment Agreement is subject to, and qualified in its entirety by, the full text of the Amendment to Employment Agreement, a copy of which is attached hereto as Exhibit 10.4 and is incorporated herein by reference.

01

Item 7.01 Regulation FD Disclosure. On July 9, 2024, ReShape issued a press release announcing the Merger Agreement, the Asset Purchase Agreement and the transactions contemplated thereby, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as of July 8, 2024, by and among ReShape Lifesciences Inc., Vyome Therapeutics, Inc., and Raider Lifesciences Inc.* 2.2 Asset Purchase Agreement, dated as of July 8, 2024, by and between ReShape Lifesciences Inc. and Ninjour Health International Limited* 10.1 Agreement to Amend Series C Convertible Preferred Stock, dated as of July 8, 2024, by and among ReShape Lifesciences Inc. and holders of Series C Convertible Preferred Stock 10.2 Form of Subscription Agreement by and between ReShape Lifesciences Inc. and the investors party thereto 10.3 Form of Voting and Support Agreement by and among ReShape Lifesciences Inc. and certain stockholders of Vyome Therapeutics, Inc. 10.4 Amendment to Employment Agreement, dated July 8, 2024, by and between ReShape Lifesciences Inc. and Paul F. Hickey 99.1 Press release dated July 9, 2024 104 Cover Page Interactive Data File (embedded with inline XBRL document) * The schedules to the Agreement and Plan of Merger and Asset Purchase Agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. ReShape will furnish copies of any such schedules to the SEC upon request.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, 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 Chief Executive Officer Dated: July 9, 2024

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View this 8-K filing on SEC EDGAR