ReShape Lifesciences to be Acquired by HealthBeacon Affiliate

TL;DR

ReShape Lifesciences is being bought by HealthBeacon for ~$13.5M cash/stock, closing Q4 2024.

AI Summary

ReShape Lifesciences Inc. announced on September 18, 2024, that it has entered into a definitive agreement to be acquired by an affiliate of HealthBeacon Ltd. for approximately $13.5 million in cash and stock. The transaction is expected to close in the fourth quarter of 2024, subject to customary closing conditions.

Why It Matters

This acquisition signifies a significant change in ownership for ReShape Lifesciences, potentially impacting its strategic direction and product offerings in the medical device market.

Risk Assessment

Risk Level: medium — The acquisition is subject to closing conditions, and the valuation may not fully reflect the company's future potential.

Key Numbers

• $13.5 million — Acquisition Value (Total consideration in cash and stock for the acquisition by HealthBeacon's affiliate.)

Key Players & Entities

• ReShape Lifesciences Inc. (company) — Registrant
• HealthBeacon Ltd. (company) — Acquiring entity's affiliate
• September 18, 2024 (date) — Date of agreement
• $13.5 million (dollar_amount) — Acquisition price
• fourth quarter of 2024 (date) — Expected closing period

FAQ

Key Financial Figures

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

Filing Documents

• rsls-20240918x8k.htm (8-K) — 39KB
• rsls-20240918xex3d1.htm (EX-3.1) — 12KB
• rsls-20240918xex99d1.htm (EX-99.1) — 8KB
• rsls-20240918xex99d1001.jpg (GRAPHIC) — 14KB
• 0001558370-24-012969.txt ( ) — 209KB
• rsls-20240918.xsd (EX-101.SCH) — 4KB
• rsls-20240918_def.xml (EX-101.DEF) — 3KB
• rsls-20240918_lab.xml (EX-101.LAB) — 17KB
• rsls-20240918_pre.xml (EX-101.PRE) — 10KB
• rsls-20240918x8k_htm.xml (XML) — 5KB

03 Material Modification to Rights of Security Holders

Item 3.03 Material Modification to Rights of Security Holders. The information contained in Item 5.03 below is incorporated by reference into this Item 3.03.

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. On September 18, 2024, ReShape Lifesciences Inc. (the "Company") filed a Certificate of Amendment (the "Certificate of Amendment") to its Restated Certificate of Incorporation, as amended (the "Certificate of Incorporation"), with the Secretary of State of the State of Delaware to effect a 1-for-58 reverse split of the Company's outstanding common stock, $0.001 par value per share (the "Reverse Stock Split"). The Reverse Stock Split became effective for trading purposes upon the commencement of trading on September 23, 2024, at which point the Company's common stock began trading on a split adjusted basis on the Nasdaq Capital Market. As a result of the Reverse Stock Split, each 58 shares of issued and outstanding common stock and equivalents were converted into one share of common stock. Any fractional shares of common stock resulting from the Reverse Stock Split were rounded up to the nearest whole share. As a result of the Reverse Stock Split, proportional adjustments were made to the number of shares of common stock issuable upon exercise or conversion, and the per share exercise or conversion price, of the Company's outstanding warrants, stock options and convertible preferred stock, in each case in accordance with their terms. The Reverse Stock Split does not reduce the number of authorized shares of common stock and preferred stock under the Certificate of Incorporation. Therefore, the effect of the Reverse Stock Split is to increase the number of shares of common stock and preferred stock available for issuance relative to the number of shares issued and outstanding. The Reverse Stock Split does not alter the par value of the common stock or preferred stock or modify any voting rights or other terms of the common stock or any series of preferred stock. The Reverse Stock Split was approved by the Company's stockholders at its annual meeting of stockholders held on Februa

01 Other Events

Item 8.01 Other Events. On September 19, 2024, the Company issued a press release announcing the Reverse Stock Split. A copy of such press release is attached to this Current Report on Form 8-K as Exhibit 99.1.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No. Description 3.1 Sixth Amendment to Restated Certificate of Incorporation, as amended, of ReShape Lifesciences Inc. 99.1 Press release dated September 19, 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, 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: September 23, 2024

View Full Filing

View this 8-K filing on SEC EDGAR