[8-K] ReShape Lifesciences, Inc. Reports Material Event

Rhea-AI Filing Summary

Form 144 filing: A security holder of Northern Trust Corp. (NTRS) intends to sell up to 23,559 common shares through Northern Trust Securities on or about 25 Jul 2025 on NASDAQ. The proposed sale carries an aggregate market value of $3.03 million and represents only ≈0.012 % of the 194.54 million shares outstanding, indicating limited dilution risk.

The shares derive from four prior vesting events: 3,447 shares (22 Jan 2018), 5,156 (20 Jan 2021), 5,015 (1 Mar 2022) and 9,941 (18 Jan 2023). The filer reports no other sales in the past three months. By signing, the seller affirms no undisclosed material adverse information and acknowledges potential criminal liability for false statements.

Insights

Securities Analyst

TL;DR: Small insider sale (0.012 % float, $3 M) appears routine; negligible fundamental impact on NTRS.

The planned disposition of 23,559 shares is modest relative to Northern Trust’s capitalization and daily trading volume, suggesting liquidity management rather than a signal on fundamentals. Absence of recent sales and the vesting-award origin support a routine diversification motive. Market impact should be minimal unless followed by larger sequential filings.

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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

FAQ

How many Northern Trust (NTRS) shares are being sold under this Form 144?

The filer plans to sell 23,559 common shares.

What is the aggregate market value of the proposed NTRS share sale?

The filing lists an aggregate market value of $3,033,457.

When is the approximate sale date for the NTRS shares?

The filer targets 25 July 2025 for the transaction.

What percentage of Northern Trust’s shares outstanding does the sale represent?

Approximately 0.012 % of the 194.54 million shares outstanding.

How were the shares being sold originally acquired?

All shares came from vested stock awards granted and vested between 2018 and 2023.

Have there been any other NTRS sales by this filer in the past three months?

No. The form states "Nothing to Report" for prior three-month sales.