ReShape Lifesciences Stockholders Approve Sale to Ninjour Health Affiliate

Rhea-AI Filing Summary

On August 7, 2025 ReShape Lifesciences reconvened a special meeting that had been partially adjourned on July 24, 2025 to complete voting on two proposals tied to a strategic transaction. Stockholders approved the sale of substantially all of the Company’s assets to Ninjour Health International Limited, an affiliate of Biorad Medisys, Pvt. Ltd., with 1,273,715 votes for, 26,206 against and 2,305 abstentions. Shareholders also approved amendments to Article VI of the Company’s Restated Certificate of Incorporation related to the proposed merger with Vyome Therapeutics, Inc., with 1,240,191 votes for, 58,555 against and 3,480 abstentions. The approved amendments are set to take effect substantially concurrently with the Merger’s effective time.

Positive

• Asset Sale approved by stockholders with 1,273,715 votes for the transaction to Ninjour Health International Limited, an affiliate of Biorad Medisys, Pvt. Ltd.
• Charter amendments approved to Article VI in connection with the proposed merger with Vyome Therapeutics, Inc., receiving 1,240,191 votes for.
• Approvals enable the amendments to take effect substantially concurrently with the Merger's effective time as stated in the proxy materials.

Negative

• Opposition recorded: Proposal 3 had 58,555 votes against and 3,480 abstentions.
• Meeting required partial adjournment (initially adjourned on July 24, 2025) to complete voting on the material proposals.

Insights

M&A Specialist

TL;DR: Stockholders approved the asset sale and merger-related charter amendments, clearing necessary shareholder-level approvals for the transactions described.

The vote results show clear shareholder authorization to proceed: the Asset Sale received 1,273,715 votes in favor, and the charter amendments required for the Vyome merger received 1,240,191 votes in favor. Those outcomes satisfy the explicit shareholder consents reported and permit the Company to implement the documented transaction steps that depend on these approvals. Given the approvals are recorded, the company can effect the amendments substantially concurrently with the Merger’s effective time as disclosed.

Corporate Governance Expert

TL;DR: Approvals passed, but a non-trivial number of votes against and abstentions were recorded, reflecting some shareholder dissent.

The results show meaningful majority support for both proposals but also measurable opposition: Proposal 3 had 58,555 votes against and 3,480 abstentions. The partial adjournment to conclude voting on these proposals indicates procedural steps were required to finalize shareholder decisions. The filings record the approvals and the precise vote tallies, which are important for disclosure and corporate record-keeping.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Understanding 8-K Material Events →

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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): August 7, 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)		(IRS Employer Identification No.)
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 each class	Trading Symbol(s)	Name of each 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 5.07 Submission of Matters to a Vote of Security Holders.

On August 7, 2025, ReShape Lifesciences Inc. (the “Company”) reconvened its special meeting of stockholders (“Special Meeting”), which was partially adjourned on July 24, 2025.

The Special Meeting was partially adjourned solely with respect to the voting on Proposal 2, the proposal to approve the sale of substantially all of the Company’s assets to Ninjour Health International Limited, an affiliate of Biorad Medisys, Pvt. Ltd. (the “Asset Sale”), and Proposal 3, the proposal to approve and adopt proposed amendments to the Company’s Restated Certificate of Incorporation, as amended, in connection with the Company’s proposed merger with Vyome Therapeutics, Inc (the “Merger”), each as described further in the Company’s proxy statement for the Special Meeting filed with the Securities and Exchange Commission on June 24, 2025 (the “Proxy Statement”).

The final results for Proposal 2 and Proposal 3, each as set forth in the Proxy Statement, are as follows:

Proposal 2:

The Company’s stockholders approved the Asset Sale, as set forth below.

Votes For		Votes Against		Abstentions
1,273,715		26,206		2,305

Proposal 3:

The Company’s stockholders approved and adopted the proposed amendments to Article VI of the Company’s Restated Certificate of Incorporation, as amended, a copy of which is attached to the Proxy Statement as Annex D, which will take effect substantially concurrently with the effective time of the Merger, as set forth below.

Votes For		Votes Against		Abstentions
1,240,191		58,555		3,480

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
		President and Chief Executive Officer

Dated: August 11, 2025

FAQ

What did RSLS stockholders approve on August 7, 2025?

They approved the sale of substantially all assets to Ninjour Health International Limited with 1,273,715 votes for, 26,206 against, and 2,305 abstentions.

Who is the buyer named in the asset sale approved by RSLS?

The buyer is Ninjour Health International Limited, identified as an affiliate of Biorad Medisys, Pvt. Ltd.

What were the vote results for the proposed charter amendments (Proposal 3)?

Proposal 3 received 1,240,191 votes for, 58,555 against, and 3,480 abstentions to approve amendments to Article VI of the Restated Certificate of Incorporation.

When was the Special Meeting reconvened to complete voting?

The Special Meeting was reconvened on August 7, 2025; it had been partially adjourned on July 24, 2025 to finish voting on Proposals 2 and 3.

When will the approved charter amendments take effect?

The amendments will take effect substantially concurrently with the effective time of the Merger with Vyome Therapeutics, Inc., as described in the proxy statement.

Who signed the report on behalf of ReShape Lifesciences?

The report was signed by Paul F. Hickey, President and Chief Executive Officer, per the filing.