ReShape Lifesciences Announces Pricing of $2.5 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market
Rhea-AI Summary
ReShape Lifesciences Inc. (Nasdaq: RSLS) has entered into a securities purchase agreement with an institutional investor to sell 800,695 shares of common stock at $3.07 per share in a registered direct offering, along with corresponding unregistered warrants. This offering is expected to generate approximately $2.5 million in gross proceeds, set to close around April 24, 2023, subject to standard conditions. The company also plans to amend existing warrants to an exercise price of $3.07. The securities will be offered under a previously effective shelf registration statement, and the associated warrants will be exercisable for 5.5 years. Maxim Group LLC is the sole placement agent for this transaction.
Positive
- Estimated gross proceeds of approximately $2.5 million to fund business operations.
- Warrants have a longer exercise window of 5.5 years, providing strategic flexibility.
- The offering allows the company to strengthen its financial position.
Negative
- Significant dilution risk for existing shareholders due to the issuance of additional shares.
- Exercise price of amended warrants is substantially lower than previous $15, signaling weakening investor confidence.
News Market Reaction
On the day this news was published, RSLS declined 8.04%, reflecting a notable negative market reaction.
Data tracked by StockTitan Argus on the day of publication.
SAN CLEMENTE, Calif., April 20, 2023 (GLOBE NEWSWIRE) -- ReShape Lifesciences Inc. (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health solutions company, today announced that it has entered into a securities purchase agreement with a single institutional investor to purchase 800,695 shares of common stock (or pre-funded warrants in lieu thereof) in a registered direct offering priced at-the-market under Nasdaq rules. In a concurrent private placement, the Company also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 800,695 shares of common stock. The combined effective offering price for each share of common stock (or pre-funded warrant in lieu thereof) and accompanying warrant is
The gross proceeds to the Company from the registered direct offering and concurrent private placement are estimated to be approximately
Maxim Group LLC is acting as the sole placement agent in connection with the offering.
The Company has also agreed that certain existing warrants to purchase up to an aggregate of 164,656 shares of common stock that were issued to such institutional investor, at an exercise price of
The shares of common stock (or pre-funded warrants in lieu thereof) are being offered pursuant to a shelf registration statement on Form S-3 (File No. 333-259301), which was declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on September 17, 2021. The offering of shares of common stock (or pre-funded warrants in lieu thereof) will be made only by means of a prospectus supplement that forms a part of such registration statement. The warrants to be issued in the concurrent private placement and the shares issuable upon exercise of such warrants were offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”), and Regulation D promulgated thereunder and have not been registered under the Act or applicable state securities laws.
This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor will there be any sales of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction. A prospectus supplement relating to the shares of common stock and pre-funded warrants will be filed by the Company with the SEC. When available, copies of the prospectus supplement relating to the registered direct offering, together with the accompanying prospectus, can be obtained at the SEC's website at www.sec.gov or from Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3500.
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® Program 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. ReShapeCare™ is a virtual weight-management program that supports lifestyle changes for all weight loss patients led by board-certified health coaches to help them keep the weight off over time. The recently launched ReShape Marketplace™ is an online collection of quality wellness products curated for all consumers to help them achieve their health goals. 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.
Forward-Looking Statements
This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those discussed due to known and unknown risks, uncertainties, and other factors. These forward-looking statements generally can be identified by the use of words such as "expect," "plan," "anticipate," "could," "may," "intend," "will," "continue," "future," other words of similar meaning and the use of future dates. These forward-looking statements and factors that may cause such differences include the satisfaction of customary closing conditions related to the offering, the expected timing of the closing of the offering and the intended use of the proceeds from the offering. These and additional risks and uncertainties are described more fully in the company’s filings with the Securities and Exchange Commission, including those factors identified as “risk factors” in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. We are providing this information as of the date of this press release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise, except as required by law.
CONTACTS
ReShape Lifesciences Investor Contact:
Thomas Stankovich
Chief Financial Officer
949-276-6042
ir@ReShapeLifesci.com
FAQ
What is the purpose of the RSLS stock offering announced on April 20, 2023?
How many shares are being offered by ReShape Lifesciences?
When is the expected closing date for the RSLS stock offering?
What is the exercise price and duration of the new warrants for RSLS?
Who is the placement agent for the stock offering by RSLS?
