RESHAPE LIFESCIENCES INC.

RESHAPE LIFESCIENCES INC._March 31, 2025

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q


	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025


	☐	TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-37897

RESHAPE LIFESCIENCES INC.

(Exact name of registrant as specified in its charter)


Delaware	26-1828101
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

18 Technology Dr, Suite 110, Irvine, California 92618
(Address of principal executive offices) (zip code)

(949) 429-6680
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol	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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated Filer	☐	Accelerated Filer	☐
Non-accelerated Filer	☒	Smaller Reporting Company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of May 14, 2025, 738,277 shares of the registrant’s Common Stock were outstanding.

Table of Contents

INDEX


PART I – FINANCIAL INFORMATION

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of March 31, 2025 and December 31, 2024		3
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024			4
	Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2025 and 2024				5
	Condensed Consolidated Statements of Stockholders’ Equity for the three months ended March 31, 2025 and 2024				6
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024				8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	27
Item 4.	Controls and Procedures	28

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	30
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	31
SIGNATURES		32

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

RESHAPE LIFESCIENCES INC.

Condensed Consolidated Balance Sheets

(in thousands, except share data)

(unaudited)


	March 31,		December 31,
	2025		2024
ASSETS
Current assets:
Cash and cash equivalents	$	2,515	$	693
Restricted cash		100		100
Accounts and other receivables (net of allowance for doubtful accounts of $871 and $918 respectively)		734		987
Inventory		2,532		2,460
Prepaid expenses and other current assets		414		348
Total current assets		6,295		4,588
Property and equipment, net		34		38
Operating lease right-of-use assets		99		116
Deferred tax asset, net		26		22
Other assets		29		29
Total assets	$	6,483	$	4,793
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	1,686	$	2,208
Accrued and other liabilities		2,158		1,688
Warranty liability, current		163		163
Debt, current portion		—		811
Operating lease liabilities, current		116		115
Total current liabilities		4,123		4,985
Operating lease liabilities, noncurrent		14		41
Common stock warrant liability		1,116		20
Total liabilities		5,253		5,046
Commitments and contingencies (Note 2 and Note 10)
Stockholders’ equity (deficit):
Preferred stock, 10,000,000 shares authorized:
Series C convertible preferred stock, $0.001 par value; 95,388 shares issued and outstanding at March 31, 2025 and December 31, 2024		—		—
Common stock, $0.001 par value; 300,000,000 shares authorized at March 31, 2025 and December 31, 2024; 133,081 and 29,235 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		—		—
Additional paid-in capital		642,570		642,555
Accumulated deficit		(641,230)		(642,704)
Accumulated other comprehensive loss		(110)		(104)
Total stockholders’ equity (deficit)		1,230		(253)
Total liabilities and stockholders’ equity (deficit)	$	6,483	$	4,793

See accompanying notes to Condensed Consolidated Financial Statements.

Table of Contents

RESHAPE LIFESCIENCES INC.

Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)

(unaudited)


	Three Months Ended March 31,
	2025		2024
Revenue	$	1,113	$	1,944
Cost of revenue		432		779
Gross profit

SEC Form 10-Q filed by ReShape Lifesciences Inc.