ReShape Lifesciences Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Financial Statements and Exhibits
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On May 30, 2025, ReShape Lifesciences Inc. (the “Company”) entered into an Equity Distribution Agreement (the “Sales Agreement”) with Maxim Group LLC (“Maxim”) to act as the Company’s exclusive sales agent with respect to the issuance and sale of up to $9,700,000 of the Company’s shares of common stock, par value $0.001 per share (the “Shares”), from time to time in an at-the-market public offering (the “Offering”).
The Shares will be sold and issued pursuant the Company’s shelf registration statement on Form S-3 (File No. 333-287168), which was previously declared effective by the Securities and Exchange Commission, and a related prospectus.
Sales of the Shares under the Sales Agreement may be made by any method that is deemed to be an “at-the-market” offering as defined in Rule 415 under the Securities Act of 1933, as amended (“Securities Act”), or in privately negotiated transactions. Maxim will make all sales using commercially reasonable efforts consistent with its normal trading and sales practices. The compensation payable to Maxim for sales of Shares pursuant to the Sales Agreement will be 3.0% of the gross proceeds for any Shares sold through Maxim. In addition, the Company has agreed to reimburse Maxim for the reasonable fees and expenses of its counsel up to a maximum of $50,000 in connection with the establishment of the Offering and $3,000 per due diligence update session in connection with the Offering. The Sales Agreement may be terminated by the Company and/or Maxim in accordance with the terms therein. The Company made certain customary representations, warranties and covenants concerning the Company and the Shares in the Sales Agreement and agreed to indemnify Maxim against certain liabilities, including liabilities under the Securities Act.
The Company has no obligation to sell any of the Shares and may at any time suspend offers under the Sales Agreement. The Offering will terminate upon the earlier of the sale of Shares under the Sales Agreement having an aggregate offering price of $9,700,000 or the termination of the Sales Agreement by either the Company and/or Maxim in accordance with the terms of the Sales Agreement. In addition, sales of Shares under the Offering shall not exceed $9,700,000, unless and until the Company files an amended or new prospectus.
A copy of the Sales Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated herein by reference. The description of the Sales Agreement is qualified in its entirety by reference to Exhibit 1.1 to this Current Report on Form 8-K.
In connection with the Offering, the legal opinion of Fox Rothschild LLP as to the legality of the Shares is being filed as Exhibit 5.1 to this Current Report on Form 8-K.
This Current Report on Form 8-K, including the exhibits filed herewith, is not an offer to sell or the solicitation of an offer to buy the Shares or any other securities of the Company, nor shall there by any offer, solicitation or sale of the Shares or any other securities of the Company in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 1.1 | Equity Distribution Agreement, dated May 30, 2025, by and between ReShape Lifesciences Inc. and Maxim Group LLC | |
| 5.1 | Opinion of Fox Rothschild LLP | |
| 23.1 | Consent of Fox Rothschild LLP (included in Exhibit 5.1) | |
| 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 | ||
| Chief Executive Officer | ||
Dated: May 30, 2025