ReShape Lifesciences Inc. SEC Filings

ReShape Lifesciences (RSLS) reported constrained liquidity and multiple financings during the six months ended June 30, 2025. The company had approximately $4.1 million in cash and $1.4 million of accounts receivable at June 30, 2025, and disclosed substantial doubt about its ability to continue as a going concern for more than 12 months. During the period the company completed several financings: a February 2025 Security Purchase Agreement that generated approximately $4.8 million net, an at-the-market offering in June 2025 that raised about $3.8 million net, and a June 9, 2025 public offering that produced about $2.4 million net. Warrants issued in February 2025 were exercised on a cashless basis in April 2025, resulting in issuance of 576,416 shares to investors and 28,825 shares to the placement agent. The company completed a 1-for-58 reverse stock split and disclosed an exclusive license agreement with Biorad and an anticipated asset sale with $2.25 million subject to adjustments. The company is evaluating new accounting guidance on expense disaggregation and income tax disclosures and reported ongoing equity-based compensation activity.

ReShape Lifesciences Schedule 13G/A filed by CVI Investments, Inc. and Heights Capital Management, Inc. reports that the reporting persons beneficially own 0 shares (0%) of the company’s common stock. Heights Capital is identified as the investment manager to CVI and may be deemed to have voting and dispositive power over shares held by CVI, although both entities expressly disclaim beneficial ownership except for any pecuniary interest. The filing notes ownership is below 5% and certifies the securities were not acquired to change or influence control of the issuer.

ReShape Lifesciences Schedule 13G/A discloses that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri each report beneficial ownership of 80 shares of common stock of the issuer. The 80-share position is described as 8 shares held plus 72 shares issuable on exercise of warrants, and the warrant-related issuable shares are subject to a 9.99% beneficial ownership blocker. The holdings are reported as of June 30, 2025.

The filing uses a class base of 2,385,960 shares (1,331,356 outstanding plus 1,054,604 shares sold in a recent offering) and reports that each reporting person represents 0.003% of the class. The reporting parties include a Cayman Islands fund managed by Ayrton Capital and Waqas Khatri as managing member; signatures certify the securities were acquired and are held in the ordinary course of business and not to change or influence control.

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.

ReShape Lifesciences (RSLS) is asking its shareholders to approve two transformative transactions: (i) a reverse-merger with privately held Vyome Therapeutics and (ii) the sale of substantially all ReShape operating assets to U.K.-based Biorad for $2.25 million cash plus working-capital adjustments. At closing, Merger Sub will combine with Vyome, Vyome will survive as a wholly-owned subsidiary, and the parent will be renamed Vyome Holdings, Inc. The exchange ratio will be set 10 days before the special meeting so that Vyome security-holders own 88.9-92.31% of the fully-diluted shares, leaving current ReShape holders with 7.69-11.1%, subject to a net-cash true-up against a $5 million target.

ReShape’s balance-sheet assets (other than cash) and virtually all liabilities will transfer to Biorad, simplifying the combined company’s capital structure and sharpening its focus on Vyome’s immuno-inflammatory pipeline. ReShape has already loaned Vyome $400,000 at 8% interest to cover merger expenses; the note will be forgiven at closing but becomes senior secured if the deal fails due to financing issues. To retain a Nasdaq listing, the combined company must satisfy initial listing standards, including a $4.00 minimum share price; if approved, the ticker is expected to change to “HIND.”

ReShape will hold a virtual special meeting where shareholders will vote on (1) issuing new shares for the merger and (2) approving the asset sale. Vyome has already secured written consent from >50% of its voting shares, so no Vyome meeting is required. The boards of both companies unanimously recommend voting “FOR” all proposals, but completion remains contingent on shareholder approval and Nasdaq acceptance.

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.