false
--12-31
0001427570
0001427570
2025-08-13
2025-08-13
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 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): August 13, 2025
VYOME HOLDINGS, INC.
(Exact
name of registrant as specified in its charter)
| Delaware |
|
1-37897 |
|
26-1828101 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File Number) |
|
(IRS
Employer
Identification
No.) |
Harvard Square, One Mifflin Place, Suite 400
Cambridge,
MA |
|
02138 |
| (Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (973) 832-8147
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 each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which
registered |
| Common stock, par value $0.001 per share |
|
HIND |
|
The
Nasdaq Capital Markets |
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
2.01. Completion of Acquisition or Disposition of Assets.
Closing
of the Merger:
On
August 15, 2025, Vyome Holdings, Inc. (f/k/a ReShape Lifesciences Inc.) (the “Company”) completed the previously announced merger pursuant to the Agreement and Plan of Merger, dated as of July
8, 2024, as amended (the “Merger Agreement”), by and among the Company, Raider Lifesciences Inc., a wholly owned subsidiary
of the Company (“Merger Sub”), and Vyome Therapeutics, Inc. (“Vyome”). Pursuant to the Merger Agreement, Merger
Sub merged with and into Vyome, with Vyome surviving the merger as a subsidiary of the Company (the “Merger”). As a result
of the Merger, the Company was renamed “Vyome Holdings, Inc.” and Vyome continued under its name as Vyome Therapeutics, Inc.,
in each case effective before the open of trading on August 15, 2025.
At
the effective time of the Merger (the “Effective Time”), each share of common stock, par value $0.001 per share, of
Vyome, and each share of preferred stock, par value $0.001 per share, of Vyome issued and outstanding immediately prior to the
Effective Time (other than the shares that are owned by ReShape, Vyome, or Merger Sub and shares that will be subject to put-call
option agreements with certain stockholders of Vyome and Vyome’s subsidiary Vyome Therapeutics Limited (“Vyome
Limited”) who are located in India) were converted into the right to receive a number of fully-paid and non-assessable shares
of common stock of ReShape, $0.001 par value per share according to a predetermined ratio; provided that the shares to be received
by certain stockholders of Vyome and Vyome Limited located in India shall be subject to the put-call option agreements with the
Company which entitles such holders to receive shares of Common Stock of the Company upon certain occurrences. In addition, each
outstanding warrant, stock option, restricted stock award, stock grant or other equity award to purchase capital stock of Vyome were
converted into right, warrants or equity awards to purchase a number of the Company’s shares of common stock equal to the
number of shares of Vyome common stock issuable upon exercise of such Vyome right, warrant or equity award multiplied by the
predetermined ratio, with an exercise price, in the case of warrants and stock options, equal to the exercise price of such Vyome
warrant or option divided by the predetermined ratio.
Immediately
prior to the consummation of the Merger, the Company filed an Amended and Restated Certificate of Designation to Series C Convertible
Preferred Stock (the “Series C Amendment”).
The
issuance of Common Stock in connection with the Merger was registered under the Securities Act of 1933, as amended, pursuant to the Company’s
registration statement on Form S-4 (File No. 333-282459) filed with the United States Securities and Exchange Commission (the “SEC”)
on October 1, 2025, as amended on December 6, 2024, January 15, 2025, April 29, 2025, May 9, 2025 and May 14, 2025 and declared effective
on May 14, 2025.
As
set forth in the Merger Agreement, it was a condition to the closing of the Merger that The Nasdaq Stock Market
(“Nasdaq”) approve the initial listing application of the combined company so that the listing on The Nasdaq Capital
Market will continue after the Merger. Nasdaq approved the initial listing application on August 6, 2025.
The
Merger Agreement contains representations, warranties, covenants and other terms, provisions and conditions that the parties made to
each other as of specific dates. The assertions embodied therein were made solely for purposes of the Merger Agreement, and may be subject
to important qualifications and limitations agreed to by the parties in connection with negotiating their respective terms. Moreover,
they may be subject to a contractual standard of materiality that may be different from what may be viewed as material to stockholders,
or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. For the foregoing
reasons, no person should rely on such representations, warranties, covenants or other terms, provisions or conditions as statements
of factual information at the time they were made or otherwise.
Closing
of the Asset Sale:
The
Company completed the transactions contemplated under the Asset Purchase Agreement dated July 8, 2025, which was amended on April 25,
2025 (the “Asset Purchase Agreement”), with Ninjour Health International Limited, a company incorporated under the laws of
the United Kingdom, which is an affiliate of Biorad Medisys Pvt. Ltd. (together, “Biorad”). Pursuant to the Asset Purchase
Agreement, ReShape sold its assets (excluding cash) to Biorad, and Biorad assumed substantially all of ReShape’s
liabilities, for an agreed upon purchase price of $2.25 million in cash, subject to adjustment based on ReShape’s actual accounts
receivable and accounts payable at the closing, compared to such amounts as of March 31, 2024.
Item 3.02 Unregistered Sales of Equity Securities.
Immediately
after the Effective Time, the Company closed on the sale of an aggregate of 529,137, shares of the Company’s Common Stock (the
“Offered Shares”) at a price of $11.02, per share pursuant to those certain subscription agreements entered into among, the
Company, Vyome and the investors signatory thereto. Vyome, through its subsidiary Vyome Limited,
also closed on the sale of 999,shares of Vyome Limited at a price per share of $937.14 which shares are subject to a put call option
agreement with the Company.
The
Offered Shares were sold in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act
of 1933, as amended.
Item 3.03 Material Modification of Rights of Security Holders.
Reverse
Stock Split
On
August 15, 2025, the Company effected a 1-for-4 reverse stock split of its Common Stock (the “Reverse Stock Split”). On July
24, 2025, the stockholders of the Company approved the proposal to authorize the Board of Directors of the Company (the “Board”),
in its discretion, to amend the Company’s Certificate of Incorporation, as amended, to effect a reverse stock split of the Company’s
Common Stock, at a ratio in the range of 1-for-2 to 1-for-5, such ratio to be determined by the Board and included in a public announcement.
The Board approved the Reverse Stock Split at a ratio of 1-for-4 and on August 15, 2025 the Company filed a Certificate of Eighth Amendment
(the “Certificate of Eighth Amendment”) with the Secretary of State of the State of Delaware to amend the Company’s
Restated Certificate of Incorporation, as amended, and effected the Reverse Stock Split on August 15, 2025.
As
a result of the Reverse Stock Split, each four shares of Common Stock issued or outstanding or held by the Company as treasury stock
were automatically reclassified into one new share of Common Stock without any action on the part of the holders. Any fractional shares
of Common Stock resulting from the Reverse Stock Split will be rounded up to the nearest whole share and no stockholders will receive
cash in lieu of fractional shares.
The
Reverse Stock Split is primarily intended to bring the Company into compliance with the minimum bid price requirements for maintaining
its listing on The Nasdaq Capital Market in connection with the Merger. Trading of the Company’s Common Stock on The Nasdaq Capital
Market continued on a split-adjusted basis when the markets opened on August 15, 2025, under the name Vyome Holdings, Inc. and trading
symbol “HIND.”
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On
August 13, 2025, in connection with the consummation of the Merger and, as required pursuant to, the Merger Agreement, Paul Hickey,
Dan W. Gladney, Arda M. Minocherhomjee and Lori C. McDougal and Gary D. Blackford resigned from and ceased serving on the Board and
any and all committees thereof, which resignations were effective upon the consummation of the Merger. In addition, effective upon
the consummation of the Merger, Paul Hickey resigned as the President and Chief Executive Officer of the Company and Tom Stankovich
resigned as the Chief Financial Officer of the Company.
In
connection with the consummation of the Merger and pursuant to the Merger Agreement, on August 15, 2025, the Board elected and designated
Krishna Gupta, Stash Pomichter, Shiladitya Sengupta, Venkateswarlu Nelabhotla, John Tincoff and Mohanjit Jolly (collectively, the “New
Directors”), to serve on the Board effective immediately after the consummation of the Merger. Pursuant to the Merger Agreement
and as previously disclosed, Krishna Gupta will serve as the Board’s Chairperson of the Combined Company effective as of the consummation
of the Merger.
Other
than as set forth herein, there are no arrangements or understandings with any of the New Directors or any other person pursuant to which
such New Director was selected and none of the New Directors has a direct or indirect material interest in any related party transaction
required to be disclosed under Item 404(a) of Regulation S-K.
In
connection with their service on the Board, each New Director who is not an employee of the Company or any parent or subsidiary of the
Company will be entitled to receive compensation pursuant to the Company’s director compensation program applicable to all of the
Company’s non-employee directors.
Following
the Merger, the composition of the Board and their respective classes are as follows:
| Class
I |
|
Class
II |
|
Class
III |
| Krishna
Gupta |
|
Venkateswarlu
Nelabhotla |
|
Mohanjit
Jolly |
| Stash
Pomichter |
|
John
Tincoff |
|
|
| Shiladitya
Sengupta |
|
|
|
|
Following
the Merger, the composition of the committees of the Board are as follows:
| Audit
Committee |
|
Compensation
Committee |
|
Nominating
and Governance
Committee |
| Mohanjit
Jolly (Chair) |
|
Mohanjit
Jolly (Chair) |
|
Krishna
Gupta (Chair) |
| Krishna
Gupta |
|
Krishna
Gupta |
|
Mohanjit
Jolly |
| John
Tincoff |
|
John
Tincoff |
|
Stash
Pomichter |
Also
on August 15, 2025, in connection with the consummation of the Merger, Venkateswarlu Nelabhotla was appointed as Chief Executive Officer
of the Company and Robert Dickey was appointed as Interim Chief Financial Officer of the Company.
The
Company entered into an agreement with Foresite Advisors, LLC, (the “CFO Agreement”) governing the terms of Mr. Dickey’s
employment with the Company as its Interim Full-time Chief Financial Officer. The CFO Agreement provides for a one-year term, which may
be extended by mutual written consent. The CFO Agreement may be terminated by either party with Cause, as defined in the agreement, upon
15 days’ notice or without cause, upon 30 days prior written notice to the other party. The CFO Agreement provides for compensation
of $15,000 per calendar month.
The
Company intends to enter into an agreement with its Chief Executive Officer, which will be disclosed in a subsequent report by the
Company.
In
connection with the foregoing each of the new directors and officers will enter into the Company’s standard form of indemnification
agreement for its directors and officers.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On
August 15, 2025, the Company filed (a) the Certificate of Eighth Amendment with the Secretary of State of the State of Delaware to effect
the Reverse Stock Split after the close of trading on August 14, 2025, (b) Series C Amendment, and (c) a Certificate of Ninth Amendment
(the “Certificate of Ninth Amendment”) with the Secretary of State of the State of Delaware to amend the Company’s
Restated Certificate of Incorporation, as amended, to change its corporate name to Vyome Holdings, Inc. and set forth the Combined Company’s
composition of board of directors which will be initially comprised of six directors and divided into three classes with staggered three-year
terms as more particularly set forth under Item 5.02 above. The information set forth in Item 3.03 of this Current Report is incorporated
by reference herein. The foregoing descriptions of the Certificate of Eighth Amendment Certificate of Fourth Amendment are qualified
in their entirety by reference to the Certificate of Third Amendment and Certificate of Fourth Amendment, which are filed as Exhibit
3.1 and Exhibit 3.2, respectively, to this Current Report and are incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d)
Exhibits.
| Exhibit No. |
|
Description |
| 3.1 |
|
Eighth Amendment to the Amended and Restated Certificate of Incorporation of the Company. |
| 3.2 |
|
Ninth Amendment to the Amended and Restated Certificate of Incorporation of the Company |
| 3.3 |
|
Amended and Restated Certificate of Designation to Series C Convertible Preferred Stock. |
| 3.4 |
|
Certificate of Merger merging Raider Lifesciences into Vyome Therapeutics, Inc. |
| 10.1 |
|
Interim Full-Time Chief Financial Officer Consulting Agreement |
| 104 |
|
Cover
Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
| |
VYOME
HOLDINGS, INC. |
| |
|
| August
19, 2025 |
By: |
/s/
Venkat Nelabhotla |
| |
Name: |
Venkat
Nelabhotla |
| |
Title: |
President
& Chief Executive Officer |
