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2025-07-24
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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):
July 24, 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:
| x | 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. |
ReShape
Lifesciences Inc. (the “Company”) held a special meeting of stockholders on July 24, 2025 (the “Special Meeting”).
A total of 1,482,585 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), constituting
a quorum, were represented in person or by proxy at the Special Meeting.
At the Special Meeting, the Company’s stockholders
voted on Proposal 1, Proposal 4, Proposal 5 and Proposal 6, each as set forth below.
The
Special Meeting was then adjourned to further solicit votes 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
Special Meeting will resume with respect to Proposal 2 and Proposal 3 on Thursday, August 7, 2025 at 11:30 a.m. Eastern Time.
The reconvened meeting will be held virtually at www.virtualshareholdermeeting.com/RSLS2025SM.
The record date for determining stockholders eligible to vote at the Special Meeting remains the same, June 9, 2025.
The final results for Proposal 1, Proposal 4, Proposal
5 and Proposal 6, each as set forth in the Proxy Statement, are as follows:
Proposal
1:
The Company’s stockholders approved the issuance
of shares of Common Stock in connection with the Merger, as set forth below.
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 583,748 |
|
59,520 |
|
235,196 |
|
604,121 |
Proposal
4:
The Company’s stockholders approved the authorization
of the Company’s Board of Directors, in its discretion but in no event later than the one year anniversary of the Special Meeting,
to amend the Company’s Restated Certificate of Incorporation, as amended, to effect a reverse stock split of the Common Stock, at
a ratio in the range of 1-for-2 to 1-for-5, such ratio to be determined by the Board of Directors and included in a public announcement.
| Votes
For |
|
Votes
Against |
|
Abstentions |
| 1,249,487 |
|
227,492 |
|
5,606 |
Proposal
5:
The Company’s stockholders approved, on a
non-binding advisory basis, the compensation that may be paid or become payable to the Company’s President and Chief Executive Officer
in connection with the Merger and Asset Sale.
| Votes
For |
|
Votes
Against |
|
Abstentions |
|
Broker
Non-Votes |
| 547,136 |
|
91,412 |
|
239,916 |
|
604,121 |
Proposal
6:
The Company’s stockholders approved adjournments
of the Special Meeting from time to time, if necessary or appropriate to solicit additional proxies in favor of Proposal 1, Proposal 2,
Proposal 3 or Proposal 4 if there are insufficient votes at the time of such adjournment to approve such proposal.
| Votes For |
|
Votes Against |
|
Abstentions |
| 1,101,925 |
|
144,092 |
|
236,568 |
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: July 25, 2025
