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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
May 6, 2025
RESHAPE LIFESCIENCES
INC.
(Exact name of registrant as specified in its charter)
| Delaware |
1-37897 |
26-1828101 |
|
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification Number) |
| |
|
|
|
18 Technology Drive, Suite 110
Irvine, CA |
92618 |
| (Address of principal executive offices) |
(Zip Code) |
| |
|
|
|
(949) 429-6680
(Registrant’s
telephone number, including area code)
Not applicable
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425) |
| | |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b)) |
| | |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant
to Section 12(b) of the Act:
| Title
of Class |
Trading
Symbol |
Name
of Exchange on which Registered |
| Common stock, $0.001 par value per share |
RSLS |
The Nasdaq Capital Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange
Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any
new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
| 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.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May 6, 2025, 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-25
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 May 9, 2025, 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 25 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 special meeting of stockholders held on April 1, 2025.
A copy of the Certificate of Amendment is attached
as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.
On
May 7, 2025, 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.
| Item 9.01 | Financial Statements
and Exhibits. |
(d) Exhibits
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: May 9, 2025
Exhibit 3.1
CERTIFICATE OF SEVENTH AMENDMENT
TO THE
RESTATED CERTIFICATE OF INCORPORATION
OF
RESHAPE LIFESCIENCES INC.
ReShape Lifesciences Inc. (the “Corporation”),
a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”),
does hereby certify that:
A. The name of this corporation is ReShape Lifesciences
Inc. and the date on which the Restated Certificate of Incorporation of this corporation was originally filed with the Secretary of State
of the State of Delaware was October 12, 2016 (the “Restated Certificate of Incorporation”).
B. The date on which the first amendment to the
Restated Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware was June 14, 2018.
C. The date on which the second amendment to the
Restated Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware was July 24, 2019.
D. The date on which the third amendment to the
Restated Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware was June 15, 2021.
E. The date on which the fourth amendment to the
Restated Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware was June 15, 2021.
F. The date on which the fifth amendment to the
Restated Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware was December 21,
2022.
G. The date on which the sixth amendment to the
Restated Certificate of Incorporation was originally filed with the Secretary of State of the State of Delaware was September 23,
2024.
H. On February 28, 2025, the Board of Directors
of the Corporation duly adopted resolutions proposing and declaring advisable that the Restated Certificate of Incorporation be further
amended as set forth herein and calling for the consideration and approval thereof at a meeting of the stockholders of the Corporation
and the stockholders of the Corporation approved the amendments set forth herein at a meeting duly called and held on April 1, 2025.
I. This certificate of seventh amendment (the “Certificate
of Seventh Amendment”) to the Restated Certificate of Incorporation herein certified was duly adopted in accordance with the applicable
provisions of Section 242 of the DGCL.
J. This Certificate of Seventh Amendment to the
Restated Certificate of Incorporation shall be effective at 12:01 a.m. Eastern Time on May 9, 2025.
K. The Restated Certificate of Incorporation is
hereby further amended to amend and restate paragraph 3 of ARTICLE IV in the form below:
“3. Reverse Stock Split.
Upon the effectiveness of the filing of this Certificate
of Seventh Amendment (the “Effective Time”), each share of the Corporation’s common stock, $0.001 par
value per share (the “Old Common Stock”), either issued or outstanding or held by the Corporation as treasury
stock, immediately prior to the Effective Time, will be automatically reclassified (without any further act) into a smaller number of
shares such that each twenty-five (25) shares of Old Common Stock issued and outstanding or held by the Company as treasury stock immediately
prior to the Effective Time is reclassified into one share of Common Stock, $0.001 par value per share, of the Corporation (the “New
Common Stock”). The Corporation shall not issue fractional shares of New Common Stock. The reverse stock split shall not
increase or decrease the amount of stated capital or paid-in surplus of the Corporation, provided that any fractional share that would
otherwise be issuable as a result of the reverse stock split shall be rounded up to the nearest whole share of New Common Stock. The reverse
stock split shall also not increase or decrease the authorized shares of Common Stock or Preferred Stock as set forth in ARTICLE IV,
Section 1 hereof. As soon as practicable following the Effective Time, the Corporation will cause the Corporation’s exchange
agent and registrar to issue new book entries representing the number of shares of the New Common Stock into which such shares of Old
Common Stock shall have been reclassified.”
[SIGNATURE PAGE FOLLOWS]
IN WITNESS WHEREOF, ReShape Lifesciences Inc. has
caused this Certificate of Seventh Amendment to be executed by its duly authorized officer on this 6th day of May, 2025.
| |
RESHAPE LIFESCIENCES INC. |
| |
|
| |
By: |
/s/ Paul F. Hickey |
| |
Name: |
Paul F. Hickey |
| |
Title: |
President and Chief Executive Officer |
Exhibit 99.1
ReShape
Lifesciences Announces 1-for-25 Reverse Stock Split
Effective
as of Commencement of Trading on May 9, 2025
IRVINE,
CA – May 7, 2025 – ReShape Lifesciences Inc. (Nasdaq: RSLS), the premier physician-led
weight loss and metabolic health solutions company, today announced that its Board of Directors has declared a 1-for-25 reverse stock
split of the company’s common stock, which will be effective for trading purposes upon the commencement of trading on May 9,
2025. At that time, each 25 shares of issued and outstanding common stock and equivalents will be converted into one share of common stock.
As a result of the reverse stock split, proportional adjustments will be 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. Any fractional shares of common stock resulting from the reverse stock split
will be rounded up to the nearest whole share. The number of authorized shares of common stock and preferred stock under the company’s
certificate of incorporation will not be reduced in connection with the reverse stock split.
The reverse
stock split was approved by ReShape Lifesciences’ stockholders at the company’s special meeting of stockholders held
on April 1, 2025. ReShape Lifesciences stockholders will receive instructions from the company’s transfer agent, Equiniti Trust
Company, LLC, as to procedures for exchanging existing stock certificates for new certificates or book-entry shares. The new CUSIP number
for the company’s common stock following the reverse stock split will be 76090R408.
About
ReShape Lifesciences Inc.
ReShape
Lifesciences® is America’s premier weight loss and metabolic health-solutions company, offering an integrated
portfolio of proven products and services that manage and treat obesity and metabolic disease. The FDA-approved Lap-Band® System
provides minimally invasive, long-term treatment of obesity and is an alternative to more invasive surgical stapling procedures such
as the gastric bypass or sleeve gastrectomy. The investigational Diabetes Bloc-Stim Neuromodulation™ (DBSN™) system utilizes
a proprietary vagus nerve block and stimulation technology platform for the treatment of type 2 diabetes and metabolic disorders. The
Obalon® balloon technology is a non-surgical, swallowable, gas-filled intra-gastric balloon that is designed to provide
long-lasting weight loss. For more information, please visit www.reshapelifesciences.com.
Contacts
ReShape Lifesciences Investor
Contact:
Paul F. Hickey
President and Chief Executive
Officer
949-276-7223
ir@ReShapeLifesci.com
Investor Relations Contact:
Rx Communications Group
Michael Miller
917-633-6086
mmiller@rxir.com