ReShape Lifesciences Inc. Reports Material Definitive Agreement and Equity Sales

TL;DR

ReShape Lifesciences inked a new deal, creating financial obligations and selling equity.

AI Summary

On October 16, 2024, ReShape Lifesciences Inc. entered into a material definitive agreement related to the creation of a direct financial obligation. The company also reported on unregistered sales of equity securities. This filing details financial obligations and equity transactions for ReShape Lifesciences Inc.

Why It Matters

This filing indicates new financial obligations and equity transactions for ReShape Lifesciences Inc., which could impact its financial structure and shareholder equity.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• ReShape Lifesciences Inc. (company) — Registrant
• October 16, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.001 — nge on which Registered Common stock, $0.001 par value per share RSLS The Nasdaq C
• $833,333.34 — aggregate original principal amount of $833,333.34 (the "Note"), and also issue to the Inv
• $0 — 7,983 shares of common stock, par value $0.001, of the Company ("Common Stock") as
• $5.22 — initial conversion price of the Note is $5.22 per share of Common Stock. The Note may

Filing Documents

• tm2426316d1_8k.htm (8-K) — 37KB
• tm2426316d1_ex10-1.htm (EX-10.1) — 387KB
• tm2426316d1_ex10-2.htm (EX-10.2) — 189KB
• tm2426316d1_ex10-3.htm (EX-10.3) — 122KB
• tm2426316d1_ex10-4.htm (EX-10.4) — 224KB
• tm2426316d1_ex10-5.htm (EX-10.5) — 62KB
• tm2426316d1_ex10-6.htm (EX-10.6) — 29KB
• tm2426316d1_ex10-7.htm (EX-10.7) — 36KB
• 0001104659-24-109401.txt ( ) — 1498KB
• rsls-20241016.xsd (EX-101.SCH) — 3KB
• rsls-20241016_lab.xml (EX-101.LAB) — 33KB
• rsls-20241016_pre.xml (EX-101.PRE) — 22KB
• tm2426316d1_8k_htm.xml (XML) — 3KB

01 Entry into a Material

Item 1.01 Entry into a Material Definitive Agreement. In a private transaction, on October 16, 2024, ReShape Lifesciences Inc. (the "Company") entered into a securities purchase agreement (the "SPA") with an institutional investor (the "Investor"). Pursuant to the SPA, the Company agreed to issue the Investor a senior secured convertible note in the aggregate original principal amount of $833,333.34 (the "Note"), and also issue to the Investor 7,983 shares of common stock, par value $0.001, of the Company ("Common Stock") as "commitment shares" to the Investor. The Company is the issuer of the Note, and its respective subsidiaries will guaranty the obligations under the Note pursuant to a Guaranty, dated October 16, 2024 (the "Guaranty"). The Note will be fully secured by collateral of the Company and its subsidiaries. The security interest in favor of the Investor, as collateral agent, will cover substantially all assets of the Company including, without limitation, the intellectual property, trademark, and patent rights of the Company. The parties entered into a Security Agreement (the "Security Agreement") and certain intellectual property security agreements granting such security interest in favor of the Investor. Form of Note. In connection with the SPA, the Company issued to the Investor the Note on October 16, 2024, which bears an interest rate of 10% per annum and is due and payable on the earlier of (i) January 16, 2025 and (ii) the date of consummation or termination of the Company's previously announced merger with Vyome Therapeutics, Inc. The initial conversion price of the Note is $5.22 per share of Common Stock. The Note may not be converted by the Investor into shares of Common Stock if such conversion would result in the Investor and its affiliates owning in excess of 4.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the issuance of all shares issuable upon conversion of the Note. The Note provides

03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information provided in

01 of this Current Report on Form 8-K is incorporated herein by reference

Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered Sale of

Item 3.02 Unregistered Sale of Equity Securities. The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Financial Statements

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Securities Purchase Agreement, dated as of October 16, 2024 by and between the Company and the Investor 10.2 Form of Note, dated as of October 16, 2024 10.3 Form of Registration Rights Agreement, dated as of October 16, 2024 by and between the Company and the Investor 10.4 Form of Security Agreement, dated October 16, 2024 10.5 Form of Guaranty, dated October 16, 2024 10.6 Form of Lock-Up Agreement, dated October 16, 2024 10.7 Form of Leak-Out Agreement, dated October 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, 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: October 17, 2024

View Full Filing

View this 8-K filing on SEC EDGAR