ReShape Lifesciences Inc美股招股说明书(2025-02-14版)

This prospectus relates to the resale, from time to time, of up to 2,112,072 shares of our common stock by the selling stockholder,Ascent Partners FundLLC (“Ascent”). The common stock to which this prospectus relates includes (1)up to 1,666,667 shares ofcommon stock that have been or may be issued to Ascent pursuant to an Equity Purchase Agreement between us and Ascent dated as ofDecember 19, 2024 (the “Equity Purchase Agreement”), (2)17,300 shares of our common stock that we issued to Ascent onDecember19, 2024 as a commitment fee under the Equity Purchase Agreement, (3)21,015 shares of our common stock issuable uponthe exercise of a pre-funded warrant that we issued to Ascent on December 19, 2024 as a commitment fee under the Equity PurchaseAgreement, (4)up to 399,107 shares of common stock upon conversion of a senior secured convertible note in the original principalamount of $833.333.34 that we issued to Ascent on October16, 2024 at an initial conversion price of $5.22 per share (the “ConvertibleNote”) and (5)7,983 shares of common stock that we issued to Ascent on October16, 2024 as a commitment fee for the ConvertibleNote transaction. We will not receive any proceeds from the sale of shares of common stock by Ascent, however, we may receive grossproceeds of up to $5,000,000 from the sale of common stock to Ascent under the Equity Purchase Agreement, from time to time, in ourdiscretion after the date of the registration statement of which this prospectus is a part is declared effective and after satisfaction ofother conditions in the Equity Purchase Agreement. See the section titled “Description of Equity Financing Transaction” for adescription of the Equity Purchase Agreement, the section titled “Description of Convertible Note Transaction” for a description of theConvertible Note and related transaction documents, and the section titled “Selling Stockholder” for additional information regardingAscent. The shares of our common stock included in this prospectus are being registered for resale pursuant to the terms of the EquityPurchase Agreement described herein under the section titled “Description of Equity Financing Transaction” and the terms of theSecurities Purchase Agreement and related Registration Rights Agreement described herein under the section titled “Description ofConvertible Note Transaction.” We will bear all fees and expenses incident to our obligation to register the shares of common stock. We will not receive any proceeds from the sale of shares of common stock by Ascent. However, we may receive up to $5,000,000in aggregate gross proceeds from sales of our common stock to Ascent that we may, in our discretion, elect to make, from time to timeafter the date of this prospectus, pursuant to the Equity Purchase Agreement. Any proceeds received by us from the sale of shares ofcommon stock to Ascent pursuant to the Equity Purchase Agreement will be used for general corporate purposes, including expensesrelated to our previously announced proposed merger with Vyome Therapeutics, Inc. and sale of substantially all of our assets toNinjour Health International Limited, provided that under the terms of the Securities Purchase Agreement for the Convertible Notetransaction with Ascent, we must use 66% of the net proceeds from any issuance of capital stock, including under an equity line ofcredit, to prepay the amount we owe to Ascent under the Convertible Note. See section titled “Use of Proceeds” for more information. Ascent may sell or otherwise dispose of the shares of common stock included in this prospectus in a number of different waysand at varying prices. The price that Ascent will pay for the shares of common stock to be resold pursuant to this prospectus willdepend upon the timing of sales and will fluctuate based on the trading price of our common stock and will be set at the price per sharepursuant to the issuance notice under the Equity Purchase Agreement that we deliver to Ascent. The price paid for each share ofcommon stock upon each closing under the Equity Purchase Agreement shall be 93% of the volume-weighted average price (“VWAP”),of the common stock on the trading day prior to such closing; provided, that if 93% of the lowest VWAP in the four trading daysfollowing such closing is lower than such price per share, then, as a “true-up”, we shall issue additional shares of common stock toAscent so as to ensure that the total number of shares received by Ascent is equal to the number it would have received for theaggregate purchase price paid at such closing if the shares of common stock had been valued at such lower number. Although Ascent is obligated to purchase shares of our common stock under the terms and subject to the conditions andlimitations of the Equity Purchase Agreement to the extent we choose to sell such shares of our common stock to it (subject to certainconditions), the timing and amount of any sales of common stock by Ascent are within the sole discretion of A