RSLS Tops Equity Threshold but Nasdaq Listing Still in Question

Rhea-AI Filing Summary

ReShape Lifesciences (Nasdaq: RSLS) filed an 8-K (Item 8.01 – Other Events) disclosing its current status with Nasdaq listing requirements. On May 28 2025 the company received a delisting notice for failing to meet the Nasdaq Capital Market’s minimum $2.5 million stockholders’ equity requirement; equity stood at only $1.2 million as of March 31 2025.

Since the notice, ReShape raised additional capital in two transactions: (1) 593,000 common shares sold between June 3–6 2025 via its at-the-market program for $3.64 million gross proceeds, and (2) an offering completed June 9 2025 of 1,054,604 shares for $2.64 million gross proceeds. Pro forma for these raises, management states that stockholders’ equity now exceeds $2.5 million.

The company has requested a hearing before a Nasdaq Hearings Panel, which automatically stays any suspension or delisting action until the Panel issues a decision and any permitted extension period expires. Management cautions that merely surpassing the equity threshold does not guarantee continued listing; the final outcome depends on the Panel’s review.

Investors should monitor the Panel’s ruling and ReShape’s ability to sustain equity levels, as delisting would shift trading to an over-the-counter venue and could impact liquidity and valuation.

Positive

• Stockholders’ equity increased from $1.2 million to above $2.5 million, meeting Nasdaq Capital Market minimum.
• Raised a combined $6.28 million gross through ATM and follow-on offerings, improving liquidity.

Negative

• Company received a Nasdaq delisting notice on May 28 2025 for equity deficiency.
• Continued listing still subject to Nasdaq Hearings Panel decision; compliance is not yet secured.
• Recent capital raises were dilutive, adding approximately 1.65 million new shares to the float.

Insights

Corporate Actions Analyst

TL;DR: Equity restored above $2.5 M, but delisting risk persists pending Nasdaq hearing.

The filing outlines a classic compliance scramble. ReShape quickly raised roughly $6.3 million gross within a week, lifting reported equity from $1.2 million to above $2.5 million, the minimum for Nasdaq Capital Market listing. While this satisfies the numeric test today, Nasdaq’s Hearings Panel will judge sustainability, capital structure quality and any broader compliance issues. Hearing process can extend up to 180 days, during which trading remains unaffected. Investors gain temporary relief on liquidity risk, yet the capital raises were dilutive and the cash infusion is needed primarily for compliance, not growth initiatives. I view the disclosure as neutral overall: it averts immediate delisting but highlights ongoing balance-sheet fragility.

Capital Markets Analyst

TL;DR: Rapid ATM + follow-on funding buys time; dilution and panel uncertainty weigh.

The company’s two equity issuances—an ATM draw of 593 k shares and a 1.05 M-share follow-on—boost equity, but at the cost of dilution in an already low-priced stock. Gross proceeds total $6.28 million; net proceeds (not disclosed) are slightly lower after fees. Cash runway improves, yet equity could slip again if operating losses persist. The filing lacks operating metrics, so investors cannot gauge whether the balance-sheet fix is sustainable. The pending Nasdaq hearing creates a binary catalyst; a favorable ruling preserves listing, while a negative decision forces OTC migration, reducing institutional ownership and market visibility. Given the mixed implications, I assign a neutral-to-slightly negative rating.

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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): June 18, 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)		(I.R.S. Employer Identification Number)
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 Class	Trading Symbol	Name of 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 8.01 Other Events.

As previously disclosed, on May 28, 2025, ReShape Lifesciences Inc. (the “Company”) received a written notice from the Listing Qualifications Department of The Nasdaq Stock Market LLC notifying the Company its securities are subject to delisting from Nasdaq based on the Company’s continued non-compliance with Nasdaq Listing Rule 5550(b)(1), which requires companies listed on The Nasdaq Capital Market to maintain a minimum of $2.5 million in stockholders’ equity for continued listing.

As of March 31, 2025, the Company’s stockholders’ equity was $1.2 million. However (a) between June 3, 2025 and June 6, 2025, the Company sold 593,000 shares of common stock for gross proceeds of $3,642,564 pursuant to an equity distribution agreement with Maxim Group LLC in an “at-the-market” offering, as previously disclosed in the Company’s prospectus supplement filed with the Securities and Exchange Commission (“SEC”) on June 9, 2025 and (b) on June 9, 2025, the Company completed an offering of 1,054,604 shares of common stock for gross proceeds of $2,636,510, as previously disclosed in the Company’s Form 8-K filed with the SEC on June 12, 2025. As a result, as of the date of this filing, the Company’s stockholders’ equity is greater than $2.5 million. The fact that the Company’s stockholders’ equity is currently in excess of the minimum required for continued listing on The Nasdaq Capital Market does not guarantee that the Company’s securities will not be delisted from Nasdaq. The Company timely requested a hearing before a Nasdaq Hearings Panel, which will stay any suspension or delisting action pending the issuance of the Panel’s decision following the hearing and the expiration of any additional extension period granted by the Panel.

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
		Chief Executive Officer

Dated: June 18, 2025

FAQ

Why did RSLS receive a Nasdaq delisting notice?

On May 28 2025 Nasdaq cited RSLS for having only $1.2 million in stockholders’ equity versus the required $2.5 million.

How much capital did RSLS raise to address the equity shortfall?

The company raised a total of $6.28 million gross: $3.64 million via ATM sales and $2.64 million via a follow-on offering.

Does RSLS now meet Nasdaq’s equity requirement?

Yes. Management states stockholders’ equity now exceeds $2.5 million, but final compliance depends on the Nasdaq Hearings Panel.

What is the next step in RSLS’s listing process?

RSLS requested a Nasdaq Hearings Panel meeting, which stays delisting action until the Panel issues its decision.

How many new shares were issued in June 2025?

RSLS issued approximately 1.65 million additional common shares (593 k via ATM and 1.05 M in the June 9 offering).

Will RSLS be automatically relisted if equity stays above $2.5 million?

No. Nasdaq will review sustainability and other factors; exceeding the threshold alone does not guarantee continued listing.