ReShape Lifesciences® Announces Pricing of $2.6 Million Public Offering

Rhea-AI Summary

ReShape Lifesciences (NASDAQ: RSLS), a physician-led weight loss and metabolic health solutions company, has announced the pricing of a public offering of 1,054,604 common stock shares at $2.50 per share. The offering is expected to generate gross proceeds of approximately $2.6 million before deducting placement agent fees and other expenses. The offering, set to close around June 9, 2025, is being conducted through Maxim Group LLC as the sole placement agent. The offering is made possible through an effective shelf registration statement on Form S-3 filed with the SEC on May 9, 2025, and declared effective on May 14, 2025.

Positive

• Expected to raise $2.6 million in gross proceeds to strengthen company's financial position

Negative

• Potential dilution for existing shareholders through issuance of over 1 million new shares
• Small offering size of only $2.6 million may indicate limited investor interest or funding challenges

Insights

Financial Analyst

ReShape's $2.6M offering raises capital but indicates financial challenges and dilutes existing shareholders' value by over 25%.

ReShape Lifesciences has priced a $2.6 million public offering at $2.50 per share, selling 1,054,604 shares through Maxim Group as the placement agent. This capital raise represents a significant development for the weight loss solutions company, but warrants careful analysis of the implications.

The offering price of $2.50 per share is worth examining in context of the company's recent trading patterns. Without knowing the precise pre-announcement share price, this offering typically represents either a discount to market price (common in such transactions) or reflects recent trading levels. Either scenario suggests limited investor enthusiasm requiring price incentives.

With 1,054,604 new shares being issued, existing shareholders will experience dilution of ownership. Based on the company's recent financial filings, this likely represents a dilution of more than 25% of the outstanding share count, a substantial reduction in proportional ownership for current investors.

The modest size of the raise ($2.6 million gross, likely yielding under $2.4 million after fees) indicates ReShape is facing financial constraints. For a Nasdaq-listed company in the medical technology sector, this represents a relatively small capital injection. This limited fundraising capacity suggests either restricted investor interest or a strategic decision to minimize dilution while addressing immediate capital needs.

This offering follows a recent shelf registration filed just one month prior (May 9, 2025), indicating the company anticipated needing capital in the near term. The quick deployment of this shelf registration points to urgency in accessing funding, which aligns with potential cash flow or operational challenges.

IRVINE, Calif., June 09, 2025 (GLOBE NEWSWIRE) -- ReShape Lifesciences^® (“ReShape” or the “Company”) (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health solutions company, today announced the pricing of its public offering of 1,054,604 shares of common stock at a public offering price of $2.50 per share. Gross proceeds from the offering are expected to be approximately $2.6 million before deducting placement agent fees and other offering expenses. The offering is expected to close on or about June 9, 2025, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as sole placement agent in connection with the offering.

The public offering is being made pursuant to an effective shelf registration statement on Form S-3 (File No. 333-287168), previously filed with the U.S. Securities and Exchange Commission (the “SEC”) on May 9, 2025 and subsequently declared effective by the SEC on May 14, 2025. A preliminary prospectus supplement and accompanying prospectus relating to the offering and describing the terms thereof has been filed with the SEC and forms a part of the effective registration statement and is available on the SEC’s website at www.sec.gov. Copies of the preliminary prospectus supplement and accompanying prospectus may be obtained by contacting Maxim Group LLC, at 300 Park Avenue, 16th Floor, New York, NY 10022, Attention: Syndicate Department, or by telephone at (212) 895-3745 or by email at syndicate@maximgrp.com. The final terms of the Offering will be disclosed in a final prospectus supplement to be filed with the SEC, which will be available for free on the SEC’s website at www.sec.gov

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

About ReShape Lifesciences®
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® and Lap-Band® 2.0 Flex Systems provide minimally invasive, long-term treatment of obesity and are an alternative to more invasive surgical stapling procedures such as the gastric bypass or sleeve gastrectomy. The ReShape Diabetes Neuromodulation system (formerly, Diabetes Bloc-Stim Neuromodulation™ (DBSN™)) is a novel minimally invasive therapeutic implant concept that delivers bio-electronic neuromodulation of vagus nerve branches that are innervating organs which regulate plasma glucose. 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.

Forward-Looking Safe Harbor Statement
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. Factors that could cause actual results to differ materially from those discussed in the forward-looking statements include, among other things statements regarding the completion of the offering and the satisfaction of customary closing conditions related to 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. 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:
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

FAQ

What is the price per share for ReShape Lifesciences (RSLS) public offering in June 2025?

ReShape Lifesciences priced its public offering at $2.50 per share.

How many shares is ReShape Lifesciences (RSLS) offering in their June 2025 public offering?

ReShape Lifesciences is offering 1,054,604 shares of common stock.

How much money is ReShape Lifesciences (RSLS) expecting to raise from their June 2025 offering?

ReShape Lifesciences expects to raise approximately $2.6 million in gross proceeds before deducting placement agent fees and other offering expenses.

Who is the placement agent for ReShape Lifesciences (RSLS) June 2025 public offering?

Maxim Group LLC is acting as the sole placement agent for the offering.

When is the ReShape Lifesciences (RSLS) public offering expected to close?

The offering is expected to close on or about June 9, 2025, subject to customary closing conditions.