Latest news with #ReShape
Yahoo
24-07-2025
- Business
- Yahoo
ReShape Lifesciences® Announces Partial Adjournment of Special Meeting of Stockholders
Partial Adjournment for Proposal 2, Asset Sale Proposal, and Proposal 3, Charter Amendment Proposal; All Other Proposals Required for Merger Were Approved Stockholders are encouraged to vote FOR Proposals 2 and 3 by Calling 1-877-750-8310 (from the U.S. and Canada) or +1-412-232-3651 (from other countries) IRVINE, Calif., July 24, 2025 (GLOBE NEWSWIRE) -- ReShape Lifesciences® (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health solutions company, today announced that it conducted a Special Meeting of Stockholders and partially adjourned the meeting for Proposal 2, the proposal to approve the sale of substantially all of ReShape's assets to Ninjour Health International Limited, an affiliate of Biorad Medisys, Pvt. Ltd. (Asset Sale Proposal), and Proposal 3, the proposal to approve and adopt proposed amendments to ReShape's certificate of incorporation in connection with ReShape's proposed merger (Merger) with Vyome Therapeutics, Inc. (Charter Amendment Proposal). All other proposals required for the Merger were approved by stockholders. ReShape adjourned the Special Meeting of Stockholders with respect to the Asset Sale Proposal and Charter Amendment Proposal to allow additional time to solicit proxies with respect to these proposals. Approval of the Asset Sale Proposal and the Charter Amendment Proposal are conditions to the consummation of the Merger. Addressing the Company's stockholders, Paul F. Hickey, President and Chief Executive Officer of ReShape Lifesciences, noted, 'Our ability to complete the Merger, which we believe will maximize value for our stockholders, is contingent upon approval of the Asset Sale Proposal and the Charter Amendment Proposal. Your vote for the Asset Sale Proposal is key to the Merger, and your vote for the Charter Amendment Proposal is important for the operation of the combined company following the Merger.' The Special Meeting of Stockholders will resume with respect to the Asset Sale Proposal and the Charter Amendment Proposal on Thursday, August 7, 2025 at 11:30 a.m. Eastern Time. The reconvened meeting will be held virtually at The record date for determining stockholders eligible to vote at the Special Meeting of Stockholders remains the same, June 9, 2025. ReShape encourages all stockholders of record as of June 9, 2025 that have not yet submitted proxies to submit proxies in favor of the Asset Sale Proposal and the Charter Amendment Proposal and to do so promptly. Those who voted against these proposals are asked to please reconsider their votes based on the factors described in this press release. The proxy statement for the Special Meeting of Stockholders of ReShape filed on June 24, 2025 contains important information, and this press release should be read in conjunction with the proxy statement, which, along with other relevant materials, is available at no charge at the U.S. Securities and Exchange Commission's website and at the Company's website YOUR VOTE IS VERY IMPORTANT!Stockholders can vote by telephone, or via the follow the easy instructions on the proxy card or voting instruction form previously sent. For any questions or assistance in voting shares, please call our proxy solicitor, INNISFREE M&A INCORPORATEDTOLL-FREE, at 1-877-750-8310 (from the U.S. and Canada)or +1-412-232-3651 (from other countries) About Vyome Vyome Therapeutics is building a healthcare platform spanning the US-India innovation corridor. Vyome's immediate focus is leveraging its clinical-stage assets to transform the lives of patients with immune-inflammatory conditions. By applying groundbreaking science and its unique positioning across the US-India innovation corridor, Vyome seeks to deliver lasting value to shareholders in a hyper cost-efficient manner while upholding global standards of quality and safety. Based in Cambridge, MA, the company has announced its intent to be listed on the Nasdaq exchange under the ticker 'HIND' pursuant to a reverse merger with ReShape Lifesciences Inc. (Nasdaq: RSLS) in early 2025. To learn more, please visit About Biorad MedisysBiorad Medisys Pvt. Ltd.® is a rapidly growing med-tech company dedicated to redefining healthcare standards with precision-engineered medical devices backed by rigorous scientific research. It operates three business units – Indovasive, Orthovasive and Neurovasive. Indovasive offers consumables and equipment in Urology and Gastroenterology. The Orthovasive segment sells a complete range of Knee and Hip implants for both Primary and Revision surgeries. It has recently forayed into Neurovascular BU for selling a wide portfolio of products in peripheral vascular, neurovascular and rehabilitation segments. It has two manufacturing facilities in India and is currently exporting to 50+ countries. To realize its global expansion strategy, it recently acquired a Swiss based company, Marflow, which specializes in commercialization of products in Urology & Gastroenterology. About ReShape Lifesciences® ReShape Lifesciences® is America's premier weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. The FDA-approved Lap-Band® System provides minimally invasive, long-term treatment of obesity and is an alternative to more invasive surgical stapling procedures such as the gastric bypass or sleeve gastrectomy. The investigational Diabetes Bloc-Stim Neuromodulation™ (DBSN™) system utilizes a proprietary vagus nerve block and stimulation technology platform for the treatment of type 2 diabetes and metabolic disorders. The Obalon® balloon technology is a non-surgical, swallowable, gas-filled intra-gastric balloon that is designed to provide long-lasting weight loss. For more information, please visit Forward-Looking Safe Harbor Statement This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those discussed due to known and unknown risks, uncertainties, and other factors. These forward-looking statements generally can be identified by the use of words such as "expect," "plan," "anticipate," "could," "may," "intend," "will," "continue," "future," other words of similar meaning and the use of future dates. These and additional risks and uncertainties are described more fully in the company's filings with the Securities and Exchange Commission (SEC), including those factors identified as "risk factors" in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. We are providing this information as of the date of this press release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise, except as required by law. Additional InformationIn connection with the proposed Merger and sale of assets to Ninjour Health International Limited, an affiliate of Biorad Medisys Pvt. Ltd. (Asset Sale), ReShape filed with the SEC on June 24, 2025 and mailed or otherwise provided to its stockholders the joint proxy statement/prospectus (joint proxy statement/prospectus) and other relevant documents in connection with the proposed Merger and Asset Sale. Before making a voting decision, ReShape's stockholders are urged to read the joint proxy statement/prospectus and any other documents filed by ReShape with the SEC in connection with the proposed Merger and Asset Sale or incorporated by reference therein carefully and in their entirety because they contain important information about ReShape, Vyome and the proposed transactions. Investors and stockholders may obtain a free copy of these materials and other documents filed by ReShape with the SEC at the SEC's website at at ReShape's website at or by sending a written request to ReShape at 18 Technology Drive, Suite 110, Irvine, California 92618, Attention: Corporate Secretary. CONTACTSReShape Lifesciences Investor Contact:Paul F. HickeyPresident and Chief Executive Officer949-276-7223ir@ Investor Relations Contact:Rx Communications GroupMichael Miller(917)-633-6086mmiller@ Error while retrieving data Sign in to access your portfolio Error while retrieving data Error while retrieving data Error while retrieving data Error while retrieving data
Yahoo
24-07-2025
- Business
- Yahoo
ReShape Lifesciences® Announces Partial Adjournment of Special Meeting of Stockholders
Partial Adjournment for Proposal 2, Asset Sale Proposal, and Proposal 3, Charter Amendment Proposal; All Other Proposals Required for Merger Were Approved Stockholders are encouraged to vote FOR Proposals 2 and 3 by Calling 1-877-750-8310 (from the U.S. and Canada) or +1-412-232-3651 (from other countries) IRVINE, Calif., July 24, 2025 (GLOBE NEWSWIRE) -- ReShape Lifesciences® (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health solutions company, today announced that it conducted a Special Meeting of Stockholders and partially adjourned the meeting for Proposal 2, the proposal to approve the sale of substantially all of ReShape's assets to Ninjour Health International Limited, an affiliate of Biorad Medisys, Pvt. Ltd. (Asset Sale Proposal), and Proposal 3, the proposal to approve and adopt proposed amendments to ReShape's certificate of incorporation in connection with ReShape's proposed merger (Merger) with Vyome Therapeutics, Inc. (Charter Amendment Proposal). All other proposals required for the Merger were approved by stockholders. ReShape adjourned the Special Meeting of Stockholders with respect to the Asset Sale Proposal and Charter Amendment Proposal to allow additional time to solicit proxies with respect to these proposals. Approval of the Asset Sale Proposal and the Charter Amendment Proposal are conditions to the consummation of the Merger. Addressing the Company's stockholders, Paul F. Hickey, President and Chief Executive Officer of ReShape Lifesciences, noted, 'Our ability to complete the Merger, which we believe will maximize value for our stockholders, is contingent upon approval of the Asset Sale Proposal and the Charter Amendment Proposal. Your vote for the Asset Sale Proposal is key to the Merger, and your vote for the Charter Amendment Proposal is important for the operation of the combined company following the Merger.' The Special Meeting of Stockholders will resume with respect to the Asset Sale Proposal and the Charter Amendment Proposal on Thursday, August 7, 2025 at 11:30 a.m. Eastern Time. The reconvened meeting will be held virtually at The record date for determining stockholders eligible to vote at the Special Meeting of Stockholders remains the same, June 9, 2025. ReShape encourages all stockholders of record as of June 9, 2025 that have not yet submitted proxies to submit proxies in favor of the Asset Sale Proposal and the Charter Amendment Proposal and to do so promptly. Those who voted against these proposals are asked to please reconsider their votes based on the factors described in this press release. The proxy statement for the Special Meeting of Stockholders of ReShape filed on June 24, 2025 contains important information, and this press release should be read in conjunction with the proxy statement, which, along with other relevant materials, is available at no charge at the U.S. Securities and Exchange Commission's website and at the Company's website YOUR VOTE IS VERY IMPORTANT!Stockholders can vote by telephone, or via the follow the easy instructions on the proxy card or voting instruction form previously sent. For any questions or assistance in voting shares, please call our proxy solicitor, INNISFREE M&A INCORPORATEDTOLL-FREE, at 1-877-750-8310 (from the U.S. and Canada)or +1-412-232-3651 (from other countries) About Vyome Vyome Therapeutics is building a healthcare platform spanning the US-India innovation corridor. Vyome's immediate focus is leveraging its clinical-stage assets to transform the lives of patients with immune-inflammatory conditions. By applying groundbreaking science and its unique positioning across the US-India innovation corridor, Vyome seeks to deliver lasting value to shareholders in a hyper cost-efficient manner while upholding global standards of quality and safety. Based in Cambridge, MA, the company has announced its intent to be listed on the Nasdaq exchange under the ticker 'HIND' pursuant to a reverse merger with ReShape Lifesciences Inc. (Nasdaq: RSLS) in early 2025. To learn more, please visit About Biorad MedisysBiorad Medisys Pvt. Ltd.® is a rapidly growing med-tech company dedicated to redefining healthcare standards with precision-engineered medical devices backed by rigorous scientific research. It operates three business units – Indovasive, Orthovasive and Neurovasive. Indovasive offers consumables and equipment in Urology and Gastroenterology. The Orthovasive segment sells a complete range of Knee and Hip implants for both Primary and Revision surgeries. It has recently forayed into Neurovascular BU for selling a wide portfolio of products in peripheral vascular, neurovascular and rehabilitation segments. It has two manufacturing facilities in India and is currently exporting to 50+ countries. To realize its global expansion strategy, it recently acquired a Swiss based company, Marflow, which specializes in commercialization of products in Urology & Gastroenterology. About ReShape Lifesciences® ReShape Lifesciences® is America's premier weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. The FDA-approved Lap-Band® System provides minimally invasive, long-term treatment of obesity and is an alternative to more invasive surgical stapling procedures such as the gastric bypass or sleeve gastrectomy. The investigational Diabetes Bloc-Stim Neuromodulation™ (DBSN™) system utilizes a proprietary vagus nerve block and stimulation technology platform for the treatment of type 2 diabetes and metabolic disorders. The Obalon® balloon technology is a non-surgical, swallowable, gas-filled intra-gastric balloon that is designed to provide long-lasting weight loss. For more information, please visit Forward-Looking Safe Harbor Statement This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those discussed due to known and unknown risks, uncertainties, and other factors. These forward-looking statements generally can be identified by the use of words such as "expect," "plan," "anticipate," "could," "may," "intend," "will," "continue," "future," other words of similar meaning and the use of future dates. These and additional risks and uncertainties are described more fully in the company's filings with the Securities and Exchange Commission (SEC), including those factors identified as "risk factors" in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. We are providing this information as of the date of this press release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise, except as required by law. Additional InformationIn connection with the proposed Merger and sale of assets to Ninjour Health International Limited, an affiliate of Biorad Medisys Pvt. Ltd. (Asset Sale), ReShape filed with the SEC on June 24, 2025 and mailed or otherwise provided to its stockholders the joint proxy statement/prospectus (joint proxy statement/prospectus) and other relevant documents in connection with the proposed Merger and Asset Sale. Before making a voting decision, ReShape's stockholders are urged to read the joint proxy statement/prospectus and any other documents filed by ReShape with the SEC in connection with the proposed Merger and Asset Sale or incorporated by reference therein carefully and in their entirety because they contain important information about ReShape, Vyome and the proposed transactions. Investors and stockholders may obtain a free copy of these materials and other documents filed by ReShape with the SEC at the SEC's website at at ReShape's website at or by sending a written request to ReShape at 18 Technology Drive, Suite 110, Irvine, California 92618, Attention: Corporate Secretary. CONTACTSReShape Lifesciences Investor Contact:Paul F. HickeyPresident and Chief Executive Officer949-276-7223ir@ Investor Relations Contact:Rx Communications GroupMichael Miller(917)-633-6086mmiller@ Sign in to access your portfolio
Yahoo
12-06-2025
- Business
- Yahoo
ReShape Lifesciences® Signs Exclusive Distribution Agreement with Recon Supply to Access the VA and DoD Markets
Recon Supply Named Exclusive U.S. Distributor of ReShape's STIMEL-03, Lap-Band® 2.0 FLEX, and Full Product Portfolio to Reach U.S. Veterans and Active-Duty Service Members IRVINE, Calif., June 12, 2025 (GLOBE NEWSWIRE) -- ReShape Lifesciences® (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health solutions company, today announced the signing of an exclusive U.S. distribution agreement with Recon Supply. Through this new strategic partnership, Recon Supply will distribute ReShape's cutting-edge portfolio, including the STIMEL-03 neuromuscular rehabilitation device, the next-generation Lap-Band® 2.0 FLEX, and the full range of ReShape products, across the Veterans Administration (VA) and Department of Defense (DoD) healthcare systems. This collaboration will expand access to proven, life-changing treatments for more than 18 million U.S. veterans and active military personnel. 'This agreement with Recon Supply marks a pivotal step forward in ReShape's mission to expand access to innovative medical technologies that improve lives,' stated Paul F. Hickey, President and Chief Executive Officer of ReShape Lifesciences. 'Through Recon's extensive footprint across the VA and DoD healthcare systems, we look forward to bringing our FDA-cleared STIMEL-03 system, a cutting-edge neurorehabilitation platform that is transforming clinical care with real-time EMG biofeedback and personalized electrical stimulation, to veterans and military personnel recovering from stroke, injury, or surgery. Additionally, the Lap-Band® 2.0 FLEX, our next-generation, minimally invasive weight loss solution, offers a safe, adjustable option for individuals struggling with obesity. Together, these technologies reflect our commitment to delivering high-impact, clinically proven solutions to patients in need, including those who have served our country.' 'Partnering with ReShape Lifesciences aligns perfectly with our mission to deliver innovative, life-changing medical solutions to those who have served our country,' added Steve Clark, Chief Executive Officer of Recon Supply and a U.S. Marine Corps veteran. 'With established access to VA and DoD facilities through our Distribution and Pricing Agreement (DAPA), Federal Supply Schedule (FSS), and Electronic Catalog (ECAT) contracts, this agreement allows us to expand the reach of ReShape's most impactful technologies—including the STIMEL-03 rehabilitation system and the Lap-Band® 2.0 FLEX. These solutions are well-suited to the complex needs of the veteran and active-duty populations we serve. Since relaunching in 2022, Recon Supply has grown over 113% year-over-year and now distributes to 102 VA Medical Centers nationwide, with a team made up almost entirely of veterans and veteran spouses. We are proud to partner with ReShape to bring these vital solutions to the men and women who have sacrificed for our country.' About Recon SupplyRecon Supply is a trusted distributor of medical products and technologies, specializing in providing high-quality solutions to federal agencies and healthcare systems. As a Service-Disabled Veteran-Owned Small Business (SDVOSB), Recon Supply is dedicated to delivering the most innovative medical technologies while actively supporting the veteran community through hiring initiatives. With a focus on excellence and reliability, Recon Supply is committed to enhancing patient care through innovative partnerships. For more information on Recon Supply, visit About ReShape Lifesciences® ReShape Lifesciences® is America's premier weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. The FDA-approved Lap-Band® System provides minimally invasive, long-term treatment of obesity and is an alternative to more invasive surgical stapling procedures such as the gastric bypass or sleeve gastrectomy. The investigational vagal neuromodulation system utilizes a proprietary vagus nerve block and stimulation technology platform for the treatment of type 2 diabetes and metabolic disorders. The Obalon® balloon technology is a non-surgical, swallowable, gas-filled intra-gastric balloon that is designed to provide long-lasting weight loss. For more information, please visit Forward-Looking Safe Harbor Statement This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those discussed due to known and unknown risks, uncertainties, and other factors. These forward-looking statements generally can be identified by the use of words such as "expect," "plan," "anticipate," "could," "may," "intend," "will," "continue," "future," other words of similar meaning and the use of future dates. Forward-looking statements in this press release include statements about the expectations regarding the distribution arrangement of Recon Supply. These and additional risks and uncertainties are described more fully in the company's filings with the Securities and Exchange Commission, including those factors identified as "risk factors" in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. We are providing this information as of the date of this press release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise, except as required by law. CONTACTSReShape Lifesciences Investor Contact:Paul F. HickeyPresident and Chief Executive Officer949-276-7223ir@ Investor Relations Contact:Rx Communications GroupMichael Miller(917)-633-6086mmiller@ Errore nel recupero dei dati Effettua l'accesso per consultare il tuo portafoglio Errore nel recupero dei dati Errore nel recupero dei dati Errore nel recupero dei dati Errore nel recupero dei dati
Yahoo
12-06-2025
- Business
- Yahoo
ReShape Lifesciences® Signs Exclusive Distribution Agreement with Recon Supply to Access the VA and DoD Markets
Recon Supply Named Exclusive U.S. Distributor of ReShape's STIMEL-03, Lap-Band® 2.0 FLEX, and Full Product Portfolio to Reach U.S. Veterans and Active-Duty Service Members IRVINE, Calif., June 12, 2025 (GLOBE NEWSWIRE) -- ReShape Lifesciences® (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health solutions company, today announced the signing of an exclusive U.S. distribution agreement with Recon Supply. Through this new strategic partnership, Recon Supply will distribute ReShape's cutting-edge portfolio, including the STIMEL-03 neuromuscular rehabilitation device, the next-generation Lap-Band® 2.0 FLEX, and the full range of ReShape products, across the Veterans Administration (VA) and Department of Defense (DoD) healthcare systems. This collaboration will expand access to proven, life-changing treatments for more than 18 million U.S. veterans and active military personnel. 'This agreement with Recon Supply marks a pivotal step forward in ReShape's mission to expand access to innovative medical technologies that improve lives,' stated Paul F. Hickey, President and Chief Executive Officer of ReShape Lifesciences. 'Through Recon's extensive footprint across the VA and DoD healthcare systems, we look forward to bringing our FDA-cleared STIMEL-03 system, a cutting-edge neurorehabilitation platform that is transforming clinical care with real-time EMG biofeedback and personalized electrical stimulation, to veterans and military personnel recovering from stroke, injury, or surgery. Additionally, the Lap-Band® 2.0 FLEX, our next-generation, minimally invasive weight loss solution, offers a safe, adjustable option for individuals struggling with obesity. Together, these technologies reflect our commitment to delivering high-impact, clinically proven solutions to patients in need, including those who have served our country.' 'Partnering with ReShape Lifesciences aligns perfectly with our mission to deliver innovative, life-changing medical solutions to those who have served our country,' added Steve Clark, Chief Executive Officer of Recon Supply and a U.S. Marine Corps veteran. 'With established access to VA and DoD facilities through our Distribution and Pricing Agreement (DAPA), Federal Supply Schedule (FSS), and Electronic Catalog (ECAT) contracts, this agreement allows us to expand the reach of ReShape's most impactful technologies—including the STIMEL-03 rehabilitation system and the Lap-Band® 2.0 FLEX. These solutions are well-suited to the complex needs of the veteran and active-duty populations we serve. Since relaunching in 2022, Recon Supply has grown over 113% year-over-year and now distributes to 102 VA Medical Centers nationwide, with a team made up almost entirely of veterans and veteran spouses. We are proud to partner with ReShape to bring these vital solutions to the men and women who have sacrificed for our country.' About Recon SupplyRecon Supply is a trusted distributor of medical products and technologies, specializing in providing high-quality solutions to federal agencies and healthcare systems. As a Service-Disabled Veteran-Owned Small Business (SDVOSB), Recon Supply is dedicated to delivering the most innovative medical technologies while actively supporting the veteran community through hiring initiatives. With a focus on excellence and reliability, Recon Supply is committed to enhancing patient care through innovative partnerships. For more information on Recon Supply, visit About ReShape Lifesciences® ReShape Lifesciences® is America's premier weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. The FDA-approved Lap-Band® System provides minimally invasive, long-term treatment of obesity and is an alternative to more invasive surgical stapling procedures such as the gastric bypass or sleeve gastrectomy. The investigational vagal neuromodulation system utilizes a proprietary vagus nerve block and stimulation technology platform for the treatment of type 2 diabetes and metabolic disorders. The Obalon® balloon technology is a non-surgical, swallowable, gas-filled intra-gastric balloon that is designed to provide long-lasting weight loss. For more information, please visit Forward-Looking Safe Harbor Statement This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those discussed due to known and unknown risks, uncertainties, and other factors. These forward-looking statements generally can be identified by the use of words such as "expect," "plan," "anticipate," "could," "may," "intend," "will," "continue," "future," other words of similar meaning and the use of future dates. Forward-looking statements in this press release include statements about the expectations regarding the distribution arrangement of Recon Supply. These and additional risks and uncertainties are described more fully in the company's filings with the Securities and Exchange Commission, including those factors identified as "risk factors" in our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q. We are providing this information as of the date of this press release and do not undertake any obligation to update any forward-looking statements contained in this document as a result of new information, future events or otherwise, except as required by law. CONTACTSReShape Lifesciences Investor Contact:Paul F. HickeyPresident and Chief Executive Officer949-276-7223ir@ Investor Relations Contact:Rx Communications GroupMichael Miller(917)-633-6086mmiller@ Error in retrieving data Sign in to access your portfolio Error in retrieving data Error in retrieving data Error in retrieving data Error in retrieving data
Associated Press
21-05-2025
- Business
- Associated Press
ReShape Lifesciences® Reports First Quarter Ended March 31, 2025 Financial Results and Provides Corporate Update
IRVINE, Calif., May 21, 2025 (GLOBE NEWSWIRE) -- ReShape Lifesciences Inc. (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health-solutions company, today reported financial results for the first quarter ended March 31, 2025 and provided a corporate strategic update. First Quarter 2025 and Subsequent Highlights On July 8, 2024, ReShape Lifesciences Inc. entered into a definitive merger agreement with Vyome, under which ReShape and Vyome will combine in an all-stock transaction. At the closing of the merger, ReShape will be renamed Vyome Holdings, Inc. and expects to trade under the Nasdaq ticker symbol 'HIND,' representing the company's alignment with the U.S.-India relationship. The board of directors of the combined company will be comprised of six directors designated by Vyome and one director designated by ReShape, and executive management of the combined company will consist of Vyome's executive officers. Simultaneously with the execution of the merger agreement, ReShape entered into an asset purchase agreement with Biorad, which was amended on April 25, 2025, which is party to a previously disclosed exclusive license agreement with ReShape for ReShape's Obalon® Gastric Balloon System. Pursuant to the asset purchase agreement, ReShape will sell substantially all of its assets to Biorad (or an affiliate thereof), including ReShape's Lap-Band® System, Obalon® Gastric Balloon System and the Diabetes Bloc-Stim Neuromodulation™ (DBSN™) System (but excluding cash), and Biorad will assume substantially all of ReShape's liabilities. The cash purchase price under the asset purchase agreement will count toward ReShape's net cash for purposes of determining the post-merger ownership allocation between ReShape and Vyome stockholders under the merger agreement. 'The first quarter of 2025 and the months that followed have marked a period of strong momentum for ReShape, both operationally and strategically,' stated Paul F. Hickey, President and Chief Executive Officer of ReShape Lifesciences®. 'We continued to expand access to our portfolio of physician-led, minimally invasive weight-loss solutions, highlighted by a new distribution agreement with Liaison Medical to launch our enhanced Lap-Band® 2.0 FLEX to the Canadian market. This partnership, following our Health Canada approval in late 2024, is a significant milestone in delivering effective, less-invasive alternatives to bariatric surgery to broader global patient base. We also expanded our product portfolio through an exclusive U.S. distribution agreement for Motion Informatics' next-generation neuromuscular rehabilitation devices, further broadening our portfolio of innovative medical devices. 'At the same time, we strengthened our leadership in diabetes innovation by presenting promising pre-clinical data on our Diabetes Neuromodulation device at the 12th Annual Minnesota Neuromodulation Symposium, in a featured poster presentation, showcasing the potential of our proprietary vagus neuromodulation technology platform. Further strengthening our position, the Diabetes Neuromodulation system received significant intellectual property protection, including multiple Notices of Allowance from the USPTO and a pivotal international patent from the Israel Patent Office. These patents extend our intellectual property coverage through at least 2039, underscoring our leadership in addressing both Type 1 and Type 2 diabetes through neuromodulation and its close association with obesity. We also received a Notice of Allowance for our intragastric device patent, which covers a next-generation, self-deflating, swallowable balloon system—an important addition to our metabolic health platform. As our patent portfolio grows, we remain committed to protecting our position and, when appropriate, will pursue strategic, non-dilutive funding to support this objective.' Mr. Hickey concluded, 'The successful completion of our $6.0 million public offering in February strengthens our financial foundation as we continue to execute on our growth initiatives. Finally, we are making continued progress toward finalizing our merger with Vyome and the asset sale to Biorad Medisys. The S-4 was recently declared effective and we are working to set the record date in the near future. Our Board unanimously supports this transformative transaction, which we believe will unlock long-term value for shareholders and drive accelerated growth for the newly combined company.' First Quarter Ended March 31, 2025, Financial and Operating Results Revenue $1.1 million for the three months ended March 31, 2025, which represents a contraction of 42.7%, or $0.8 million compared to the same period in 2024. This primarily resulted from a decrease in sales volume primarily due to GLP-1 pharmaceutical weight-loss alternatives as well as a temporary pause in DTC marketing programs. Gross Profit for the three months ended March 31, 2025 and 2024, was $0.7 million, and $1.2 million, respectively. Gross profit as a percentage of total revenue for the three months ended March 31, 2025, was 61.2% compared to 59.9% for the same period in 2024. The increase in gross profit percentage is due to the reduction in overhead related costs, primarily payroll. Sales and Marketing Expenses for the three months ended March 31, 2025, decreased by $0.5 million, or 48.1%, to $0.5 million, compared to $1.0 million for the same period in 2024. The decrease is primarily due to a decrease in advertising and marketing expenses, including consulting and professional marketing services. General and Administrative Expenses for the three months ended March 31, 2025, decreased by approximately $0.3 million, or 13.1%, to $1.6 million, compared to $1.9 million for the same period in 2024. The decrease is primarily due to a $0.4 million reduction in general legal, audit, and other professional fees, as the Company reduced its reliance on consultants and professional services to conserve cash. Research and Development Expenses for the three months ended March 31, 2025, decreased by $0.1 million, or 24.8% to $0.4 million, compared to approximately $0.5 million for the same period in the prior year. Transaction Costs for the three months ended March 31, 2025, were $0.4 million. These expenses primarily consisted of legal and audit-related fees incurred in connection with the Company's pending merger and asset sale. Gain on changes in fair value of liability warrants for the three months ended March 31, 2025 of $3.7 million is related to the change in fair value of liability-classified warrants issued in connection with the Company's February 2025 public offering. The gain recognized in the quarter reflects the decrease in the fair value of the warrants between the issuance date and March 31, 2025. Cash and Cash Equivalents as of March 31, 2025 were $2.6 million, including restricted cash. About ReShape Lifesciences® ReShape Lifesciences® is America's premier weight loss and metabolic health-solutions company, offering an integrated portfolio of proven products and services that manage and treat obesity and metabolic disease. The FDA-approved Lap-Band® System provides minimally invasive, long-term treatment of obesity and is an alternative to more invasive surgical stapling procedures such as the gastric bypass or sleeve gastrectomy. The investigational vagal neuromodulation system utilizes a proprietary vagus nerve block and stimulation technology platform for the treatment of type 2 diabetes and metabolic disorders. The Obalon® balloon technology is a non-surgical, swallowable, gas-filled intra-gastric balloon that is designed to provide long-lasting weight loss. For more information, please visit Non-GAAP Disclosures In addition to the financial information prepared in conformity with GAAP, we provide certain historical non-GAAP financial information. Management believes that these non-GAAP financial measures assist investors in making comparisons of period-to-period operating results. Management believes that the presentation of this non-GAAP financial information provides investors with greater transparency and facilitates comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, and amortization methods, which provides a more complete understanding of our financial performance, competitive position, and prospects for the future. However, the non-GAAP financial measures presented in this release have certain limitations in that they do not reflect all of the costs associated with the operations of our business as determined in accordance with GAAP. Therefore, investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. Further, the non-GAAP financial measures presented by the company may be different from similarly named non-GAAP financial measures used by other companies. Adjusted EBITDA Management uses Adjusted EBITDA in its evaluation of the company's core results of operations and trends between fiscal periods and believes that these measures are important components of its internal performance measurement process. Adjusted EBITDA is defined as net loss before interest, taxes, depreciation and amortization, stock-based compensation, and other one-time costs. Management uses Adjusted EBITDA in its evaluation of the company's core results of operations and trends between fiscal periods and believes that these measures are important components of its internal performance measurement process. Therefore, investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. Further, the non-GAAP financial measures presented by the company may be different from similarly named non-GAAP financial measures used by other companies. Additional Information In connection with the proposed Merger and Asset Sale, ReShape plans to file with the Securities and Exchange Commission (the 'SEC') and mail or otherwise provide to its stockholders a joint proxy statement/prospectus and other relevant documents in connection with the proposed Merger and Asset Sale. Before making a voting decision, ReShape's stockholders are urged to read the joint proxy statement/prospectus and any other documents filed by ReShape with the SEC in connection with the proposed Merger and Asset Sale or incorporated by reference therein carefully and in their entirety when they become available because they will contain important information about ReShape, Vyome and the proposed transactions. Investors and stockholders may obtain a free copy of these materials (when they are available) and other documents filed by ReShape with the SEC at the SEC's website at at ReShape's website at or by sending a written request to ReShape at 18 Technology Drive, Suite 110, Irvine, California 92618, Attention: Corporate Secretary. Participants in the Solicitation This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities of ReShape and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed Merger and Asset Sale. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of ReShape's stockholders in connection with the proposed Merger and Asset Sale will be set forth in joint proxy statement/prospectus if and when it is filed with the SEC by ReShape and Vyome. Security holders may obtain information regarding the names, affiliations and interests of ReShape's directors and officers in ReShape's Annual Report on Form 10-K for the fiscal year ended December 31, 2024, which was filed with the SEC on April 4, 2025. To the extent the holdings of ReShape securities by ReShape's directors and executive officers have changed since the amounts set forth in ReShape's proxy statement for its most recent annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed Merger and Asset Sale will be set forth in the joint proxy statement/prospectus when and if it is filed with the SEC in connection with the proposed Merger and Asset Sale, at ReShape's website at Forward-Looking Statements Certain statements contained in this filing may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Merger and Asset Sale and the ability to consummate the Merger and Asset Sale. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as 'believes,' 'plans,' 'anticipates,' 'projects,' 'estimates,' 'expects,' 'intends,' 'strategy,' 'future,' 'opportunity,' 'may,' 'will,' 'should,' 'could,' 'potential,' or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and ReShape undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) ReShape may be unable to obtain stockholder approval as required for the proposed Merger and Asset Sale; (2) conditions to the closing of the Merger or Asset Sale may not be satisfied; (3) the Merger and Asset Sale may involve unexpected costs, liabilities or delays; (4) ReShape's business may suffer as a result of uncertainty surrounding the Merger and Asset Sale; (5) the outcome of any legal proceedings related to the Merger or Asset Sale; (6) ReShape may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or Asset Purchase Agreement; (8) the effect of the announcement of the Merger and Asset Purchase Agreement on the ability of ReShape to retain key personnel and maintain relationships with customers, suppliers and others with whom ReShape does business, or on ReShape's operating results and business generally; and (9) other risks to consummation of the Merger and Asset Sale, including the risk that the Merger and Asset Sale will not be consummated within the expected time period or at all. Additional factors that may affect the future results of ReShape are set forth in its filings with the SEC, including ReShape's most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC's website at specifically under the heading 'Risk Factors.' The risks and uncertainties described above and in ReShape's most recent Annual Report on Form 10-K are not exclusive and further information concerning ReShape and its business, including factors that potentially could materially affect its business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that ReShape files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, ReShape assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. CONTACTS: ReShape Lifesciences Contact: Paul F. Hickey President and Chief Executive Officer 949-276-7223 [email protected] Investor Relations Contact: Rx Communications Group Michael Miller (917)-633-6086 [email protected] The following table contains a reconciliation of GAAP net income (loss) to Adjusted EBITDA attributable to common stockholders for the three months ended March 31, 2025 and 2024 (in thousands):
