ReShape Lifesciences Files 8-K with Material Agreement

TL;DR

RESH just filed an 8-K: material agreement, equity sales, and financials. Keep an eye on this.

AI Summary

On December 19, 2024, ReShape Lifesciences Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also reported unregistered sales of equity securities and filed financial statements and exhibits. The filing was made on December 27, 2024.

Why It Matters

This 8-K filing indicates significant corporate activity, including a material definitive agreement and unregistered equity sales, which could impact the company's financial structure and future operations.

Risk Assessment

Risk Level: medium — The filing mentions unregistered sales of equity securities and a material definitive agreement, which can introduce financial and operational risks if not managed properly.

Key Players & Entities

• ReShape Lifesciences Inc. (company) — Registrant
• December 19, 2024 (date) — Date of earliest event reported
• December 27, 2024 (date) — Filing date
• Delaware (jurisdiction) — State of incorporation
• 18 Technology Drive, Suite 110 Irvine, CA 92618 (address) — Principal executive offices
• 949-429-6680 (phone_number) — Registrant's telephone number

FAQ

Key Financial Figures

• $0.001 — nge on which Registered Common stock, $0.001 par value per share RSLS The Nasdaq C
• $5,000,000 — ligation, to sell to the Investor up to $5,000,000 of shares (the "Investor Shares") of th
• $500,000 — ch Closing and (ii) a purchase price of $500,000 and (b) otherwise, (a) the lower of (i)
• $250,000 — ch Closing and (ii) a purchase price of $250,000. Upon the execution of the Purchase Ag
• $833,333.34 — te in the aggregate principal amount of $833,333.34 (the "Note"), the Company must use 66%

Filing Documents

• tm2431533d4_8k.htm (8-K) — 38KB
• 0001104659-24-132132.txt ( ) — 210KB
• rsls-20241219.xsd (EX-101.SCH) — 3KB
• rsls-20241219_lab.xml (EX-101.LAB) — 33KB
• rsls-20241219_pre.xml (EX-101.PRE) — 22KB
• tm2431533d4_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive

Item 1.01 Entry into a Material Definitive Agreement. On December 19, 2024, ReShape Lifesciences Inc. (the "Company") entered into an equity purchase agreement (the "Purchase Agreement") with a certain investor (the "Investor"), which provides that, upon the terms and subject to the conditions and limitations set forth therein, the Company has the right, but not the obligation, to sell to the Investor up to $5,000,000 of shares (the "Investor Shares") of the Company's common stock (the "Common Stock") from time to time over the 36-month term of the Purchase Agreement. The price paid by the Investor for each share of Common Stock (the "Share Price") at each closing (each, a "Closing") shall be 93% of the daily volume-weighted average price of the Common Stock ("VWAP") on the previous trading day prior to such Closing; provided, that if 93% the lowest VWAP in the four trading days following such Closing is lower than such Share Price, then, as a "true-up", the Company shall issue additional shares of Common Stock to the Investor so as to ensure that the total number of shares received by the Investor is equal to the number it would have received for the aggregate purchase price paid at such Closing if the shares of Common Stock had been valued at such lower number. The Investor Shares shall be purchased at Closings that will occur within one trading day of the date the Investor is deemed in receipt of an issuance notice from the Company (the "Issuance Notice"), so long as certain conditions mutually agreed between the Investor and the Company, are satisfied; provided, that, Investor Shares issued at any one Closing shall not exceed (a) if the Issuance Notice is received prior to 8 a.m. Eastern Standard Time, (i) 12.5% of the average daily trading volume of the Common Stock multiplied by the VWAP for that trading day (the "Daily Value Traded") of the Common Stock on the 10 trading days immediately preceding the date of such Closing and (ii) a purchase price of $500

02

Item 3.02. Unregistered Sales of Equity Securities. The information provided in Item 1.01 with respect to the issuances of the of the Investor Shares and Commitment Shares pursuant to the Securities Purchase Agreement is incorporated herein by reference. The issuance of all such shares by the Company will not be registered under the Securities Act and are issued in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D promulgated thereunder, or under any state securities laws, but the resale of such shares will be registered under the Registration Statement.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 Form of Equity Purchase Agreement, dated as of December 19, 2024 by and between the Company and the Investor (incorporated by reference to Exhibit 10.26 to the Company's Registration Statement on Form S-1 filed with the Securities and Exchange Commission on December 20, 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: December 27, 2024

View Full Filing

View this 8-K filing on SEC EDGAR