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    ReShape Lifesciences Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits

    4/28/25 4:05:49 PM ET
    $RSLS
    Medical/Dental Instruments
    Health Care
    Get the next $RSLS alert in real time by email
    false 0001427570 0001427570 2025-04-25 2025-04-25 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): April 25, 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:

     

    ¨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 1.01Entry into a Material Definitive Agreement.

     

    On April 25, 2025, ReShape Lifesciences Inc. and Ninjour Health International Limited entered into an amendment to the Asset Purchase Agreement, dated July 8, 2024, between the parties pursuant to which they agreed to reduce the exercise price under the Asset Purchase Agreement from $5.16 million to $2.25 million and extend the date after which either party could terminate the Asset Purchase Agreement from March 31, 2025 to June 30, 2025.

     

    The foregoing description of the amendment to the Asset Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the amendment to the Asset Purchase Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated herein by reference.

     

    Item 9.01Financial Statements and Exhibits.

     

    (d) Exhibits

     

      Exhibit No.   Description
      2.1   Amendment to Asset Purchase Agreement, dated April 25, 2025, between ReShape Lifesciences Inc. and Ninjour Health International Limited
      104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

     

     

     

     

    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: April 28, 2025

     

     

     

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