M&A - ReShape Lifesciences Inc.

Form Type: 424B5

Filing Date: 2025-05-30

Corporate Action: Merger

Type: Update

Accession Number: 000110465925054947

Filing Summary: ReShape Lifesciences Inc. is offering up to $9,700,000 of common stock through an Equity Distribution Agreement with Maxim Group LLC, allowing for sales at-the-market. The document outlines the prospectus supplement contains pertinent details including risks associated with securities investment, terms of the sale, and use of proceeds from the offering. The company has undergone a series of structural changes including a recent merger agreement with Vyome Therapeutics, merging with Raider Lifesciences Inc. This proposal is subject to regulatory approvals, and it highlights the necessity for maintaining compliance with Nasdaq's listing requirements which they recently failed to meet. On May 28, 2025, Nasdaq notified the company of a decision to delist its securities due to non-compliance with stockholder equity requirements, and this could impact their merger if not appealed successfully. The company also enacted a 1-for-25 reverse stock split which affects all share data stated in this document. Investors are cautioned regarding the volatility and risks of investment including dilution in share value and potential difficulties in executing trades under current market conditions.

Form Type: 8-K

Filing Date: 2025-05-28

Corporate Action: Merger

Type: Update

Accession Number: 000110465925053285

Filing Summary: On May 28, 2025, ReShape Lifesciences Inc. filed a Form 8-K to disclose an update regarding its previously announced Merger Agreement with Vyome Therapeutics, Inc. The merger involves Merger Sub, a wholly owned subsidiary of ReShape, merging with Vyome, with Vyome continuing as a subsidiary of ReShape. The filing includes Vyome’s financial statements for Q1 2025, management discussion reports for both Vyome and ReShape for the year ended December 31, 2024, and unaudited pro forma financial statements reflecting the merger. The merger is contingent on the approval of a new listing application by Nasdaq for the combined entity, highlighting ongoing regulatory developments.

Form Type: 10-Q

Filing Date: 2025-05-20

Corporate Action: Merger

Type: Update

Accession Number: 000155837025008031

Filing Summary: ReShape Lifesciences Inc. filed its quarterly report for the period ending March 31, 2025, highlighting significant financial developments and the ongoing merger with Vyome Therapeutics, Inc. The report reflects the effects of recent corporate decisions, including a reverse stock split that took place on May 9, 2025. The company reported net income of $1,474,000 for Q1 2025, compared to a loss of $2,193,000 for the same quarter in the previous year. Revenue was $1,113,000, with a gross profit of $681,000, despite increased operating expenses totaling $2,887,000. The current liabilities are reported at $4,123,000, and total assets are valued at $6,483,000. The merger, subject to Nasdaq and stockholder approval, will result in ReShape acquiring Vyome's assets and operations while continuing to manage its existing liabilities. The anticipated closing of the merger and asset sale is projected for the second quarter of 2025. The document also discusses transaction costs associated with the merger and ongoing liquidity concerns, with management indicating the need for continued external funding.

Form Type: S-4/A

Filing Date: 2025-05-14

Corporate Action: Merger

Type: Update

Accession Number: 000110465925048139

Filing Summary: This document constitutes Amendment No. 5 to the Registration Statement on Form S-4 for ReShape Lifesciences Inc. The amendment serves as an exhibit-only filing for the purpose of including Exhibit 10.40 and Exhibit 99.3. The proxy/information statement-prospectus contained in the Registration Statement remains unchanged. The proposed sale of securities to the public is set to commence as soon as the registration statement becomes effective, which is contingent upon the completion of the merger detailed within the document. ReShape Lifesciences is a Delaware corporation filing under the Securities Act of 1933, indicating it's likely making preparations for a corporate transaction that includes a merger with Vyome Therapeutics Inc. Standard indemnification provisions for officers and directors have been discussed, including provisions under Delaware law that allow for personal liability elimination in certain conditions. The document also references several agreements related to the merger and asset purchase transactions, reinforcing the company's efforts to consolidate and expand its operational scope through acquisitions.

Form Type: S-4/A

Filing Date: 2025-05-09

Corporate Action: Merger

Type: Update

Accession Number: 000110465925046836

Filing Summary: ReShape Lifesciences Inc. has announced a merger with Vyome Therapeutics, Inc., approved unanimously by both boards of directors. The merger agreement, dated July 8, 2024, involves a direct merger of a wholly owned subsidiary of ReShape into Vyome, resulting in Vyome becoming a subsidiary of ReShape, with the combined entity expected to focus on advancing immuno-inflammatory assets. The transaction includes a conversion of Vyome shares into shares of ReShape, ensuring post-merger ownership distribution between 88.9% and 92.31% to Vyome's shareholders. Alongside the merger, ReShape has entered into an asset purchase agreement to sell substantially all its assets to Biorad Medisys for $2.25 million. Additionally, ReShape has agreed to provide a promissory note of up to $400,000 to Vyome for merger-related expenses. The registration statement anticipates regulatory considerations for Nasdaq listing post-merger and has outlined various corporate governance aspects relevant to the upcoming transaction.

Form Type: 425

Filing Date: 2025-04-21

Corporate Action: Merger

Type: New

Accession Number: 000110465925036839

Filing Summary: On April 15, 2025, ReShape Lifesciences Inc. entered into a promissory note with Vyome Therapeutics, Inc. to provide up to $400,000 in three tranches for working capital and expenses related to their planned merger as outlined in the Agreement and Plan of Merger dated July 8, 2024. The loan will accrue interest at 8% per annum and will become a senior secured obligation if the merger agreement is terminated under certain conditions. The deadline for repayment is September 30, 2025, unless the merger is completed before that date. The agreement also extends the termination date of the merger agreement from March 31, 2025, to June 30, 2025.

Form Type: 8-K

Filing Date: 2025-04-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925036837

Filing Summary: On April 15, 2025, ReShape Lifesciences Inc. (ReShape) entered into a promissory note with Vyome Therapeutics, Inc. (Vyome), agreeing to loan up to $400,000 in three tranches, to be disbursed by May 15, 2025. The loan proceeds are intended for working capital and expenses related to the ongoing Merger Agreement between ReShape and Vyome, dated July 8, 2024. The note incurs an interest rate of 8.0% per annum and includes provisions that if the merger agreement is terminated due to conditions not being met, the note will become a senior secured obligation of Vyome. The principal and accrued interest on the note will be due by September 30, 2025, unless the merger is completed prior to that date, in which case the amounts will be counted as ReShape's net cash. Additionally, the deadline for parties to terminate the merger agreement has been extended from March 31, 2025, to June 30, 2025. This document was signed on April 21, 2025.

Form Type: DEF 14A

Filing Date: 2025-03-14

Corporate Action: Merger

Type: New

Accession Number: 000110465925023989

Filing Summary: ReShape Lifesciences Inc. is soliciting proxies for a special meeting of stockholders scheduled for April 1, 2025. The meeting will address critical proposals including a reverse stock split of common shares to be determined by the Board, the approval for the exercise of warrants issued in February 2025, and the issuance of shares under an equity purchase agreement effective December 2024. The reverse stock split aims to increase the market price of its shares to meet Nasdaq listing requirements in light of a merger with Vyome Therapeutics, which is vital for the company to maintain its Nasdaq listing. The Board emphasizes the importance of the proposals for the future financial stability of the company and encourages all stockholders to vote, even if planning to attend the meeting in person. Specifics regarding voting procedures, eligible voters, and proxy submission methods are detailed within the announcement.

Form Type: PRER14A

Filing Date: 2025-03-13

Corporate Action: Merger

Type: New

Accession Number: 000110465925023403

Filing Summary: ReShape Lifesciences Inc. has filed a preliminary proxy statement seeking stockholder approval for a special meeting scheduled on an unspecified date in 2025. Key proposals include authorizing a reverse stock split of common stock in the range of 1-for-2 to 1-for-250 to boost stock price for compliance with Nasdaq listing requirements and approving the exercisability of stock purchase warrants. The reverse split aims to maintain compliance with Nasdaq’s minimum bid price of $1.00 and to satisfy a future requirement of $4.00 per share following a merger with Vyome Therapeutics, Inc. Further details highlight plans for an equity purchase agreement allowing the sale of shares worth up to $5 million. The Board recommends voting in favor of all proposals.

Form Type: PRE 14A

Filing Date: 2025-03-03

Corporate Action: Merger

Type: New

Accession Number: 000110465925019794

Filing Summary: ReShape Lifesciences Inc. is holding a special meeting of stockholders on a date to be determined in 2025. The key agenda items include the approval of a reverse stock split ranging from a ratio of 1-for-2 to 1-for-250, which is aimed at increasing the market price of their common stock to meet Nasdaq listing requirements, and the approval of warrant exercises and an equity purchase agreement. The purpose of these actions is to ensure the company meets financial thresholds necessary for an ongoing merger with Vyome Therapeutics, which requires a maintained stock price of $4.00 per share for listing. Stockholders who hold shares as of February 18, 2025, will be entitled to vote, and operational details regarding the virtual assembly have been outlined to maximize participation.

Form Type: 8-K

Filing Date: 2025-02-20

Corporate Action: Merger

Type: New

Accession Number: 000110465925015658

Filing Summary: On February 15, 2025, ReShape Lifesciences Inc. entered into a Securities Purchase Agreement to issue and sell 2,575,107 shares of its common stock and corresponding warrants to select investors. The offering closed on February 18, 2025, with a sale price of $2.33 per unit, resulting in gross proceeds of approximately $6 million. The warrants have an initial exercise price of $5.83 per share and are subject to various adjustments based on stockholder approval and market conditions. The Company plans to utilize the proceeds for corporate purposes, including expenses related to a proposed merger with Vyome Therapeutics, Inc. Additionally, a Placement Agency Agreement was established with Maxim Group LLC to assist in the offering, which includes their compensation structure and corresponding warrants. A press release announcing the offering's pricing was also issued on February 15, 2025.

Form Type: S-1/A

Filing Date: 2025-02-13

Corporate Action: Merger

Type: Update

Accession Number: 000110465925012392

Filing Summary: ReShape Lifesciences Inc. is filing this amendment to its S-1 registration statement to offer up to 1,779,360 units, consisting of shares of common stock and warrants, on a best-efforts basis. This offering is to provide funding for anticipated growth and to support the company's pending merger with Vyome Therapeutics, Inc., which is set to occur subject to certain conditions. The estimated public offering price is $2.81 per unit, based on recent market activities. The document describes the business operations of ReShape, which focuses on innovative weight-loss solutions, including the Lap-Band product line, and outlines recent developments including a new product pipeline and strategic partnerships aimed at enhancing company growth. The filing includes details about the company’s financial position, operational strategies, and the implications of the merger on future capital structure and business activities. The registration statement is expected to go effective soon after filing.

Form Type: 8-K

Filing Date: 2025-01-21

Corporate Action: Merger

Type: Update

Accession Number: 000110465925004884

Filing Summary: ReShape Lifesciences Inc. filed a Form 8-K to report an amendment to a previously issued senior secured convertible note with Ascent Partners Fund LLC. The amendment, dated January 14, 2025, extends the maturity date of the note to either the closing of their announced merger with Vyome Therapeutics, Inc. or 90 days post-amendment. Additionally, it stipulates that the investor is not required to convert any part of the note upon the merger's closing and reduces the mandatory prepayment percentage from 66% to 50%. A cash extension fee of $45,000 will also be required at the note's maturity.

Form Type: S-1/A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925003522

Filing Summary: ReShape Lifesciences Inc. is advancing its business strategy with an intended merger with Vyome Therapeutics, Inc. The expected merger involves a newly formed entity merging with Vyome to create a combined focus on advancing immuno-inflammatory assets. As part of this restructuring, ReShape is also selling substantially all of its assets to Ninjour Health International Limited for $5.16 million, excluding cash and subject to adjustments.

Form Type: S-4/A

Filing Date: 2025-01-15

Corporate Action: Merger

Type: Update

Accession Number: 000110465925003523

Filing Summary: ReShape Lifesciences Inc. and Vyome Therapeutics Inc. have announced a merger proposal approved unanimously by their boards on July 8, 2024, involving a merger under which a wholly owned subsidiary of ReShape, Raider Lifesciences Inc., will merge with Vyome, with Vyome continuing as a subsidiary of ReShape. The combined company will be named Vyome Holdings, Inc. and will focus on the development of immuno-inflammatory assets. Vyome shareholders will receive shares of ReShape stock based on an Exchange Ratio, determined by factors including ReShape’s net cash at a specified date prior to a special meeting. Simultaneously, ReShape is selling its assets (excluding cash) to Biorad Medisys Pvt. Ltd. for $5.16 million. A special meeting for ReShape shareholders will be held virtually to vote on the issuance of shares connected to the merger and the asset sale. Both transactions require approval from ReShape shareholders and are interconnected, meaning that approval of one is contingent on the approval of the other. The ReShape Board has endorsed the transactions as being in the best interests of the company and its shareholders, urging them to vote in favor.

Form Type: CORRESP

Filing Date: 2025-01-14

Corporate Action: Merger

Type: Update

Accession Number: 000110465925003524

Filing Summary: ReShape Lifesciences Inc. (the Company) addresses comments from the SEC regarding their Registration Statement on Form S-1 filed on December 20, 2024. The letter discusses an Asset Purchase Agreement with Ninjour Health International Limited and highlights the use of proceeds directed towards this asset sale and the acquisition of Vyome business. The Company acknowledges the need for balanced disclosure on the prospectus summary, emphasizing both the equity line and convertible notes arrangement, as well as the risks associated with the merger and asset sale pending shareholder approval. The letter also indicates that Vyome Therapeutics' financial statements are included in Amendment No. 1 as required by SEC regulations, reflecting the Company’s compliance and responsiveness to regulatory feedback.

Form Type: 8-K

Filing Date: 2024-12-27

Corporate Action: Merger

Type: New

Accession Number: 000110465924132132

Filing Summary: On December 19, 2024, ReShape Lifesciences Inc. entered into an equity purchase agreement with an investor, permitting the company to sell up to $5,000,000 worth of its common stock over a 36-month period. The agreement specifies that the share price at closing will be 93% of the daily volume-weighted average price (VWAP) on the previous trading day. Additionally, 17,300 shares of common stock and a pre-funded warrant for 21,015 shares were issued as a fee for the investor's commitment. The purchase agreement is constrained by Nasdaq rules, limiting the total shares issued to not exceed 19.9% of outstanding shares without shareholder approval. Proceeds from the sales may be utilized for working capital and to support expenses related to a proposed merger with Vyome Therapeutics, Inc., as well as a sale of assets to Ninjour Health International Limited. A registration statement on Form S-1 was filed following the agreement to facilitate the resale of shares issued under this agreement.