ReShape Lifesciences Inc美股招股说明书(2025-06-24版)

June24, 2025 Dear Stockholders of ReShape Lifesciences Inc. and Stockholders of Vyome Therapeutics Inc.: As previously announced, the Boards of Directors of ReShape Lifesciences Inc. (“ReShape”) andVyome Therapeutics, Inc. (“Vyome”) have unanimously approved a merger. On July8, 2024, ReShape,Vyome, and Raider Lifesciences Inc., a Delaware corporation, and a direct, wholly owned subsidiary ofReShape (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”).Pursuant to the Merger Agreement, and subject to the satisfaction or waiver of the conditions specifiedtherein, including Nasdaq’s approval of a new listing application for the combined company, Merger Subshall be merged with and into Vyome, with Vyome surviving as a subsidiary of ReShape (the “Merger”).The combined company intends to change its name to Vyome Holdings, Inc. (the “Combined Company”)and will focus on Vyome’s business of advancing the development of its immuno-inflammatory assets andon identifying additional opportunities between the world-class Indian innovation corridor and the U.S.market. At the effective time of the Merger (the “Effective Time”), each share of common stock, par value$0.001 per share, of Vyome (“Vyome Common Stock”), and each share of preferred stock, par value $0.001per share, of Vyome (together with the Vyome Common Stock, the “Vyome Shares”) issued and outstandingimmediately prior to the Effective Time (other than the shares that are owned by ReShape, Vyome, orMerger Sub and shares that will be subject to put-call option agreements with certain stockholders of Vyomeand Vyome’s wholly-owned subsidiary Vyome Therapeutics Limited (“Vyome India”) who are located inIndia) will be converted into the right to receive a number of fully-paid and non-assessable shares ofcommon stock of ReShape, $0.001 par value per share (a “ReShape Share”) according to a ratio determinedat least 10 calendar days prior to the ReShape Special Meeting (the “Determination Date”) that will result inthe holders of such Vyome Shares, together with holders of Vyome securities convertible into VyomeShares, owning between 88.9% and 92.31% of the outstanding ReShape Shares on a fully-diluted basisimmediately after the Effective Time, subject to adjustment based on ReShape’s actual net cash (calculatedas set forth in the Merger Agreement and as described in more detail below) as of the Determination Datecompared to a target net cash amount of $5million (such ratio, the “Exchange Ratio”); provided that theshares to be received by certain stockholders of Vyome and Vyome India located in India shall be subject tothe put-call option agreements with the Combined Company. Because the price of ReShape Shares willfluctuate between now and the Determination Date, ReShape’s actual net cash will not be known until theDetermination Date, and the exact number of ReShape Shares to be issued in the Merger will not be fixeduntil the Determination Date, the value of the ReShape Shares to be received by Vyome stockholders in theMerger cannot be determined as of the date of this proxy/information statement-prospectus. We urge you toobtain current share price quotations for the ReShape Shares. Simultaneously with the execution of the Merger Agreement, ReShape entered into an Asset PurchaseAgreement, which was amended on April25, 2025 (the “Asset Purchase Agreement”), with Ninjour HealthInternational Limited, a company incorporated under the laws of the United Kingdom, which is an affiliateof Biorad Medisys Pvt. Ltd. (together, “Biorad”). Pursuant to the Asset Purchase Agreement, and subject tothe satisfaction or waiver of the conditions specified therein, ReShape will sell substantially all of its assets(excluding cash) to Biorad, and Biorad will assume substantially all of ReShape’s liabilities, for a purchaseprice of $2.25million in cash, subject to adjustment based on ReShape’s actual accounts receivable andaccounts payable at the closing compared to such amounts as of March31, 2024 (the “Asset Sale”). Bioradis party to a previously disclosed exclusive license agreement, dated September19, 2023, with ReShape forReShape’s ObalonGastric Balloon System.® On April15, 2025, ReShape and Vyome entered into a promissory note pursuant to which ReShapeloaned $400,000 to Vyome in three tranches. Vyome will use the proceeds for working capital purposes as well as legal, accounting and other expenses related to the Merger. The outstanding principal balance underthe promissory note will bear interest at the rate of 8.0% per annum. If the Merger Agreement is terminatedby ReShape under Section 8.01(b)(iv) thereof (because the Concurrent Financing Agreements (as may beamended from time to time if agreed in writing by ReShape and Vyome) are not in full force and effect suchthat the Concurrent Financing shall not be consummated immediately following the Effective Time withoutthe further satisfaction of any conditions) then the promissory note will become seni