Vyome Holdings (NASDAQ: RSLS) expands $12M ATM program and names new auditor

Rhea-AI Filing Summary

Vyome Holdings, Inc. reported that it amended its equity distribution agreement with Maxim Group to increase the size of its at-the-market common stock offering capacity from $3,420,926 to $12,000,000, allowing shares to be sold from time to time under its existing Form S-3 shelf registration.

The company also changed its independent registered public accounting firm, dismissing Haskell & White LLP and appointing Kreit & Chiu CPA LLP for the fiscal year ending December 31, 2025, with the change approved by the audit committee and board. Vyome states there were no disagreements with Haskell on accounting or auditing matters, though Haskell’s report for the year ended December 31, 2024 included an explanatory paragraph about substantial doubt regarding Vyome’s ability to continue as a going concern and referenced material weaknesses in internal control over financial reporting.

Insights

Equity & disclosure analyst

Vyome expands ATM capacity and replaces its auditor, highlighting funding needs and prior control issues.

Vyome Holdings increased the capacity of its at-the-market equity offering with Maxim Group from $3,420,926 to $12,000,000 under an existing Form S-3 shelf. An at-the-market program allows the company to issue common stock in small increments over time, which can provide flexible access to capital but also introduces potential share dilution as stock is sold into the market.

The company dismissed Haskell & White LLP and appointed Kreit & Chiu CPA LLP as its new independent auditor for the year ending December 31, 2025, with approval from the audit committee and board. Vyome states there were no disagreements with the former auditor on accounting principles, disclosures, or audit scope, but notes that Haskell’s report for the year ended December 31, 2024 included a going concern explanatory paragraph and that material weaknesses in internal control over financial reporting existed as of that date. The filing also notes there were no consultations with Kreit & Chiu on accounting or audit matters during the prior periods.

8-K Event Classification

3 items: 1.01, 4.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 4.01 Changes in Registrant's Certifying Accountant Governance

The company changed its independent auditing firm, which may involve disagreements on accounting matters.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Understanding 8-K Material Events →

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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 18, 2025

VYOME HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Delaware		001-37897		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 1.01 Entry into a Material Definitive Agreement.

On August 20, 2025, Vyome Holdings, Inc. (f/k/a ReShape Lifesciences Inc.) (the “Company”) entered into Amendment No. 1 (the “Amendment”) to that certain Equity Distribution Agreement dated May 30, 2025 (the “Sales Agreement”) with Maxim Group LLC (“Maxim”) to act as the Company’s exclusive sales agent with respect to the issuance and sale of up to $12,000,000 of the Company’s shares of common stock, par value $0.001 per share (the “Shares”), from time to time, in an at-the-market public offering (the “Offering”). The Amendment increases the amount that may be offered and sold in the Offering from $3,420,926 to $12,000,000.

The Shares will be sold and issued pursuant the Company’s shelf registration statement on Form S-3 (File No. 333-287168), which was previously declared effective by the Securities and Exchange Commission, and a related prospectus, as supplemented. The Company is simultaneously herewith filing a supplement to the prospectus supplement with the Securities and Exchange Commission to increase the number of Shares that may be offered and sold in the Offering.

Item 4.01 Changes in Registrant’s Certifying Accountant

On August 18, 2025, Haskell & White LLP (“Haskell”), was dismissed as the independent registered public accounting firm of the Company, formerly ReShape Lifesciences Inc. Effective as of August 18, 2025 Kreit & Chiu CPA LLP (“Kreit & Chiu”) was appointed to serve as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. The decision to change auditors was approved and recommended by the Company’s Audit Committee and approved by its Board of Directors.

During the fiscal year ended December 31, 2024 and the subsequent interim period through August 18, 2025, the date of the dismissal of Haskell, there were no disagreements with Haskell, on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Haskell would have caused it to make reference to the subject matter thereof in connection with its report, nor did its report contain an adverse opinion or a disclaimer of opinion, or was qualified or modified as to uncertainty, audit scope, or accounting principle except that Haskell’s report for the fiscal year ended December 31, 2024 contained an explanatory paragraph regarding the existence of substantial doubt about the Company’s ability to continue as a going concern. Also, with respect to ReShape Lifesciences Inc., there were no “reportable events” within the meaning of Item 304(a)(1)(v) of Regulation S-K, except for material weaknesses in the Company’s internal control over financial reporting as of December 31, 2024, as reported in Part II, Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. RSM US LLP audited the consolidated financial statements of ReShape Lifesciences Inc.as of December 31, 2023, and for the year ended December 31, 2023.

During the two fiscal years ended December 31, 2024 and 2023, and the subsequent interim period through August 18, 2025, neither the Company nor anyone acting on its behalf has consulted with Kreit & Chiu with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Kreit & Chiu concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue; (ii) any matter that was the subject of a disagreement as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereof; or (iii) a reportable event as described in Item 304(a)(1)(v) of Regulation S-K and the related instructions thereof.

We have provided Haskell with a copy of this Report prior to the filing hereof and have requested that Haskell furnish to us a letter addressed to the SEC stating whether Haskell agrees with the statements made by us under this Item 4.01. Haskell has furnished such letter, which letter is filed as Exhibit 16.1 hereto, as required by Item 304(a)(3) of Regulation S-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
1.1		Amendment to Equity Distribution Agreement dated August 20, 2025.
5.1		Opinion of Sichenzia Ross Ference Carmel LLP
16.1		Letter from Haskell & White LLP as to the change in certifying accountant, dated August 18, 2025.
23.1		Consent of Sichenzia Ross Ference Carmel LLP (included in the opinion filed as Exhibit 5.1).
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

1

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 20, 2025	By:	/s/ Venkat Nelabhotla
	Name:	Venkat Nelabhotla
	Title:	Chief Executive Officer

2

FAQ

What did Vyome Holdings (RSLS) change in its equity offering arrangement?

Vyome Holdings entered into an amendment to its Equity Distribution Agreement with Maxim Group, increasing the amount that may be offered and sold in its at-the-market common stock offering from $3,420,926 to $12,000,000 under its effective Form S-3 shelf registration.

Which auditors are involved in Vyome Holdings (RSLS) 8-K and what changed?

Vyome Holdings dismissed Haskell & White LLP as its independent registered public accounting firm and appointed Kreit & Chiu CPA LLP to serve as its independent registered public accounting firm for the fiscal year ending December 31, 2025, with the change approved by the audit committee and board of directors.

Did Vyome Holdings (RSLS) report any disagreements with its former auditor?

The company states that during the fiscal year ended December 31, 2024 and the subsequent interim period through August 18, 2025, there were no disagreements with Haskell & White LLP on accounting principles, financial statement disclosure, or auditing scope or procedure that would have required reference in Haskell’s report.

What going concern or control issues were disclosed by Vyome Holdings (RSLS)?

Haskell & White LLP’s report on Vyome’s financial statements for the year ended December 31, 2024 contained an explanatory paragraph about substantial doubt regarding the company’s ability to continue as a going concern, and the company reported material weaknesses in internal control over financial reporting as of that date.

How will Vyome Holdings (RSLS) sell shares under the increased offering amount?

The shares of common stock may be issued and sold from time to time in an at-the-market public offering through Maxim Group as the exclusive sales agent, using the company’s effective Form S-3 shelf registration statement and a related prospectus, as supplemented.

Did Vyome Holdings (RSLS) obtain a letter from the former auditor about the change?

Vyome states it provided Haskell & White LLP with a copy of the report and requested a letter to the SEC stating whether Haskell agrees with the company’s Item 4.01 disclosures, and that this letter was furnished and filed as Exhibit 16.1.