Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the SecuritiesAct.Yes◻No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes◻No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to filesuch 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 submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period thatthe 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 smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer◻Non-accelerated filer☒ Accelerated filer◻Smallerreportingcompany☒Emerging growth company◻ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor 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 has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) bythe registered public accounting firm that prepared or issued its audit report.◻ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.¨ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).¨ At June30, 2024, the last business day of the registrant’s most recently completed second fiscal quarter, the aggregate marketvalue of the registrant’s common stock held by non-affiliates of the registrant, based upon the closing price of a share of theregistrant’s common stock as reported by the Nasdaq on that date was $5,638,012. As of April 2, 2025,11,276,248shares of the registrant’s Common Stock were outstanding. FORWARD-LOOKING STATEMENTS AND ASSOCIATED RISKS All statements in this Form 10-K that do not directly and exclusively relate to historical factsconstitute “forward-looking statements” and include statements related to our ability to successfullyremediate the material weaknesses in our internal control over financial reporting disclosed in this Form10-K in the manner currently anticipated. These statements represent current expectations and beliefs, andno assurance can be given that the results described in such statements will be achieved. Such statementsare subject to numerous assumptions, risks, uncertainties and other factors that could cause actual resultsto differ materially from those described in such statements, many of which are outside of our control. Noassurance can be given that any expectation, belief, goal or plan set forth in any forward-lookingstatement can or will be achieved, and readers are cautioned not to place undue reliance on suchstatements which speak only as of the date they are made. We do not undertake any obligation to update orrelease any revisions to any forward-looking statement or to report any events or circumstances after thedate of this Form 10-K or to reflect the occurrence of unanticipated events. You should carefully consider these and other relevant factors, including those risk factors in Item1A, “Risk Factors” of this Form 10-K and any other information included or incorporated by reference inthis report, and information which may be contained in the Company’s other filings with the SEC, whenreviewing any forward-looking statement. Investors should understand it is impossible to predict oridentify all such factors or risks. As such, you should not consider either foregoing lists, or the risksidentified in the Company’s SEC filings, to be a complete discussion of all potential risks or uncertaintiesassociated with an investment in the Company. RESHAPE LIFESCIENCES INC.FORM 10-KTABLE OF CONTENTS PART I Item1.BusinessItem1A.Risk FactorsItem1B.Unresolved Staff CommentsItem1C.CybersecurityItem2.PropertiesItem3.Legal Pro