Core Viewpoint - ReShape Lifesciences Inc. and Vyome Therapeutics, Inc. are merging in an all-stock transaction to create a company focused on immuno-inflammatory diseases and leveraging the U.S.-India innovation corridor [1][2][5] Company Overview - ReShape Lifesciences is a leading company in weight loss and metabolic health solutions, offering products like the FDA-approved Lap-Band® System and the investigational Diabetes Bloc-Stim Neuromodulation™ (DBSN™) system [9] - Vyome Therapeutics is a clinical-stage company targeting immuno-inflammatory and rare diseases, aiming to build a healthcare platform that spans the U.S.-India innovation corridor [6][7] Merger Details - The merger agreement was finalized on July 9, 2024, with ReShape to be renamed Vyome Holdings, Inc. and trading under the ticker symbol "HIND" [2] - The board of the combined company will consist of six directors from Vyome and one from ReShape, with Vyome's executive officers leading the management [2] Asset Purchase Agreement - Concurrently with the merger, ReShape entered into an asset purchase agreement with Biorad Medisys, selling substantially all of its assets, including the Lap-Band® System and Obalon® Gastric Balloon System [3] - The cash from the asset sale will contribute to ReShape's net cash for determining post-merger ownership allocation [3] Regulatory Filings - ReShape filed a Form S-4 registration statement with the SEC on October 1, 2024, and an amendment on December 6, 2024, related to the merger [4] - An additional Form S-1 registration statement for an Equity Line of Credit (ELOC) was filed on December 20, 2024, to support general operations and merger-related expenses [4] Leadership Statements - The CEO of ReShape expressed confidence that the merger and asset sale will maximize shareholder value and unlock significant potential for the combined entity [5] - Vyome's current director, who will become the Chairman of the combined company, emphasized the goal of developing new therapies for chronic immune-inflammatory conditions efficiently [5]

Financial Data and Key Metrics Changes - Revenue increased by 16.6% in Q3 2024 compared to Q2 2024, marking the third consecutive quarter of revenue growth, and a 6.4% increase compared to Q3 2023 [6] - Gross profit margin rose to 62.8% for Q3 2024 and 60.3% for the first nine months of 2024, attributed to cost reduction efforts [8] - Non-GAAP adjusted EBITDA improved to $1.6 million for Q3 2024, compared to a loss of $2.9 million in the same period last year, and a loss of $5.6 million for the nine months ended September 30, 2024, compared to $12 million for the same period last year [33] Business Line Data and Key Metrics Changes - Sales and marketing expenses decreased by 60% to $700,000 for Q3 2024 compared to $1.8 million for the same period in 2023, and decreased by 61% for the nine months ended September 30, 2024 [27] - Research and development expenses decreased by 26% to $400,000 for Q3 2024 compared to $500,000 for the same period in the prior year [32] Market Data and Key Metrics Changes - The obesity market is viewed as an untapped opportunity, with only about 10% adoption of GLP-1s among clinically obese individuals needing medical attention [56] - The company anticipates an increase in individuals seeking medical intervention for obesity as the stigma around it decreases [14] Company Strategy and Development Direction - The company is focused on executing a cost reduction plan for 2024, achieving over 40% lower operating expenses for the first nine months of the year compared to last year [7] - The merger with Vyome Therapeutics is seen as a significant opportunity for shareholders, with a combined valuation of approximately $130 million [36] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the future, highlighting the potential for increased market share in the obesity treatment sector as more individuals seek less invasive options [55] - The company is excited about the growth potential resulting from the merger with Vyome and the concurrent asset sale to Biorad [20] Other Important Information - The company received a supplementary grant of approximately $241,000 from NIH for studies related to its proprietary Diabetes Bloc-Stim Neuromodulation device [10] - The company regained compliance with NASDAQ after a 1-for-58 reverse stock split, which was critical for the merger with Vyome [20] Q&A Session Summary Question: Can you talk about the 1953 gel and plans to target malignant fungating wounds? - Management deferred detailed scientific discussion until the investor deck is released, but highlighted that malignant fungating wounds represent a rare unmet disease and are part of Vyome's immuno-inflammation therapy focus [48][49] Question: Will the investor presentation outline the strategy for programs like the 1953 and 1908? - Management confirmed that the presentation will include information on the three different molecules and the catalysts they intend to pursue [53] Question: Do you think there will be a shift towards Lap-Band as people break the stigma of obesity? - Management indicated that there is potential for increased interest in less invasive options like Lap-Band as individuals experience diminishing returns from GLP-1s [55]

Revenue Performance - Revenue increased by 16.6% in Q3 2024 compared to Q2 2024, totaling $2.3 million, and a 6.4% increase compared to Q3 2023[9] - Total revenue for the three months ended September 30, 2024, was $2,292,000, representing an increase of 6.4% compared to $2,155,000 for the same period in 2023[27] Operating Expenses - Operating expenses decreased by 40.6% in the first nine months of 2024 compared to the same period in 2023, contributing to a gross profit margin of over 60%[7] - Operating expenses decreased significantly to $3,200,000 for the three months ended September 30, 2024, from $5,168,000 in the prior year, primarily due to reduced sales and marketing expenses[27] - General and administrative expenses decreased by 30.4% in the first nine months of 2024 to $6.1 million, driven by reductions in professional services and payroll-related expenditures[14] - Sales and marketing expenses decreased by 59.9% in Q3 2024 to $0.7 million, reflecting a shift to targeted digital marketing campaigns[12] - The company reported a significant reduction in sales and marketing expenses to $719,000 for the three months ended September 30, 2024, down from $1,791,000 in the same period last year[27] - Research and development expenses decreased by 26.4% in Q3 2024 to $0.4 million, primarily due to reduced payroll and consulting services[15] - Research and development expenses were $399,000 for the three months ended September 30, 2024, compared to $542,000 in the prior year, indicating a focus on cost management[27] Financial Performance - The net loss for the three months ended September 30, 2024, was $1,581,000, compared to a net loss of $3,534,000 for the same period in 2023, reflecting improved financial performance[27] - Cash and cash equivalents decreased to $743,000 as of September 30, 2024, down from $4,459,000 at the end of 2023, indicating liquidity challenges[26] - Total current assets fell to $5,338,000 as of September 30, 2024, compared to $10,296,000 at December 31, 2023, highlighting a decline in asset base[26] - Total liabilities increased to $4,128,000 as of September 30, 2024, from $4,000,000 at the end of 2023, suggesting rising financial obligations[26] Strategic Developments - The company received a supplementary grant of approximately $241,000 from the NIH for the development of next-generation electrodes for the DBSN™ device[3] - A merger agreement was entered into with Vyome Therapeutics, with existing ReShape stockholders expected to own approximately 11.1% of the combined company post-merger[5] - An asset purchase agreement was signed with Biorad Medisys for $5.16 million in cash, involving the sale of key assets including the Lap-Band® System and the DBSN™ System[6] - Health Canada approved the next-generation Lap-Band® 2.0 FLEX, marking a significant milestone for the company's product offerings[2] Compliance and Guidance - The company regained compliance with Nasdaq following a 1-for-58 reverse stock split effective September 23, 2024[8] - The company has not provided specific guidance for future performance but has indicated ongoing efforts to improve operational efficiency and reduce costs[27]

Financial Performance - Revenue for the three months ended September 30, 2024, was $2.292 million, representing a 6.4% increase compared to $2.155 million in the same period of 2023[85]. - Gross profit for the three months ended September 30, 2024, was $1.439 million, with a gross profit margin of 62.8%, up from 59.8% in the same period of 2023[86]. - Operating loss for the three months ended September 30, 2024, was $(1.761) million, compared to $(3.880) million for the same period in 2023, indicating an improvement[78]. - The company recorded a net loss of $(1.581) million for the three months ended September 30, 2024, compared to $(3.534) million for the same period in 2023[78]. - Total revenue for the nine months ended September 30, 2024, was $6.2 million, representing a contraction of 7.4%, or $0.5 million compared to the same period in 2023[95]. - Gross profit for the nine months ended September 30, 2024, was $3.7 million, with a gross profit margin of 60.3%, compared to 55.3% for the same period in 2023[98]. Expenses - Total operating expenses for the three months ended September 30, 2024, were $3.200 million, which is 139.6% of revenue, compared to 239.9% in the same period of 2023[78]. - Research and development expenses for the three months ended September 30, 2024, were $399 thousand, representing 17.4% of total revenue, down from 25.2% in the same period of 2023[78]. - Sales and marketing expenses for the three months ended September 30, 2024, were $719 thousand, significantly lower than $1.791 million in the same period of 2023[78]. - General and administrative expenses increased by $24 thousand, or 1.2%, to approximately $2.1 million for the three months ended September 30, 2024, compared to $2.1 million for the same period in 2023[91]. - Research and development expenses decreased by $0.1 million, or 26.4%, to $0.4 million for the three months ended September 30, 2024, compared to the same period in the prior year[92]. - Sales and marketing expenses for the nine months ended September 30, 2024, decreased by $3.7 million, or 60.8%, to $2.4 million compared to $6.2 million for the same period in 2023[99]. - General and administrative expenses decreased by $2.7 million, or 30.4%, to $6.1 million for the nine months ended September 30, 2024, compared to $8.7 million for the same period in 2023[100]. - Research and development expenses decreased by $0.3 million, or 18.7%, to $1.3 million for the nine months ended September 30, 2024, compared to approximately $1.6 million for the same period in the prior year[101]. Cash Flow and Working Capital - As of September 30, 2024, the company had net working capital of approximately $1.3 million, primarily due to cash and cash equivalents and restricted cash of $0.8 million[105]. - Net cash used in operating activities was $3.7 million for the nine months ended September 30, 2024, compared to $14.5 million for the same period in 2023[106]. - Net cash provided by financing activities was $12.1 million for the nine months ended September 30, 2023, due to proceeds from public offerings completed in February and April 2023[112]. - Management expects to run out of cash during the fourth quarter of 2024 if additional cash is not raised beyond the funds raised in October 2024[113]. Strategic Developments - The company is developing the Diabetes Bloc-Stim Neuromodulation device as a new treatment for type 2 diabetes, with no revenue recorded yet as it is still in the development stage[75]. - The company has entered into a merger agreement with Vyome Therapeutics, which may enhance its market position and product offerings[76]. - The company plans to merge with Vyome Therapeutics, Inc. and sell certain assets to Biorad, which will continue operations[113]. - The company aims to grow sales and operations of the Lap-Band product line both domestically and internationally, while introducing Lap-Band 2.0 FLEX to the market[113]. - Development of the Diabetes Bloc-Stim Neuromodulation device is ongoing, with future capital requirements dependent on various factors and to be decided by Biorad post-asset sale[114]. Accounting Policies - There were no material changes to significant accounting policies during the nine months ended September 30, 2024[116].

Core Viewpoint - ReShape Lifesciences Inc. will report its financial results for Q3 2024 on November 14, 2024, along with a corporate update [1] Group 1: Financial Results Announcement - The financial results for the third quarter ended September 30, 2024, will be reported after market on November 14, 2024 [1] - A conference call will be hosted on the same day at 4:30 pm ET, featuring Krishna K. Gupta, who will become Chairman of the combined company post-merger [2] Group 2: Company Overview - ReShape Lifesciences is a leading company in weight loss and metabolic health solutions, offering a range of products and services for obesity and metabolic disease management [4] - The company’s FDA-approved Lap-Band System provides a minimally invasive long-term treatment for obesity, serving as an alternative to more invasive surgical options [4] - The investigational Diabetes Bloc-Stim Neuromodulation system utilizes proprietary technology for treating type 2 diabetes and metabolic disorders [4] - The Obalon balloon technology is a non-surgical, swallowable intra-gastric balloon designed for long-lasting weight loss [4]

IRVINE, Calif., Sept. 19, 2024 (GLOBE NEWSWIRE) -- ReShape Lifesciences Inc. (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health solutions company, today announced that its Board of Directors has declared a 1-for-58 reverse stock split of the company's common stock, which will be effective for trading purposes upon the commencement of trading on September 23, 2024. At that time, each 58 shares of issued and outstanding common stock and equivalents will be converted into one share of c ...

Financial Data and Key Metrics Changes - Revenue for Q2 2024 totaled $2 million, a decrease of $300,000 compared to Q2 2023, while revenue for the first half of 2024 was $3.9 million, down $600,000 from the same period in 2023 [10] - Gross profit for Q2 2024 was $1.1 million, slightly below $1.2 million in Q2 2023, but gross profit margin increased to 58% from 53% year-over-year [11] - Non-GAAP adjusted EBITDA loss was $1.9 million for Q2 2024, compared to a loss of $3.7 million in the same period last year, indicating improved cost management [14] Business Line Data and Key Metrics Changes - The company achieved a 45% reduction in overall operating costs for the first half of 2024 compared to the same period last year, contributing to stabilized gross profit margins despite lower sales [4][9] - Sales and marketing expenses decreased by $1.5 million to $700,000 in Q2 2024, primarily due to a shift to targeted digital marketing campaigns [12] - Research and development expenses for Q2 2024 decreased to $400,000 from $600,000 in the prior year, reflecting a pause in clinical trial work to conserve cash [14] Market Data and Key Metrics Changes - The adoption of GLP-1 receptor agonists has negatively impacted sales volume, but the company believes the market opportunity for the LAP-Band will increase over time due to low long-term tolerability of GLP-1s [5][6] - The stigma around obesity treatment has diminished, leading to an expected increase in individuals seeking medical intervention, particularly from bariatric surgeons [6] Company Strategy and Development Direction - The company is focused on stabilizing revenues and executing a cost reduction plan while preparing for the commercial launch of the LAP-Band 2.0 Flex [4] - A merger with Vyome Therapeutics is anticipated to create significant shareholder value and capitalize on the combined entity's potential [7][21] - The new entity will be named Vyome Holdings, Inc., reflecting a strategy to build multiple accretive assets and leverage the U.S.-India innovation corridor [16][20] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the merger with Vyome and the asset sale to Biorad, viewing these as opportunities to enhance shareholder value [21] - The company is confident in its ability to self-fund into the second half of 2025, with plans to deploy raised capital to unlock value in its pipeline of immuno-inflammatory assets [20] Other Important Information - The asset purchase agreement with Biorad is valued at $5.16 million, which will help pay down costs associated with the Vyome transaction [8] - The company ended the quarter with net working capital of approximately $2.9 million and remains debt-free [15] Q&A Session Summary Question: What are the expectations for the merger with Vyome? - Management highlighted the merger as a significant opportunity for shareholders, aiming to maximize value through the combined entity's potential [21]

IRVINE, Calif., Aug. 13, 2024 (GLOBE NEWSWIRE) -- ReShape Lifesciences Inc. (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health-solutions company, today announced that it will report its financial results for the second quarter ended June 30, 2024, including a corporate update on Wednesday, August 14, 2024, after market. Management will host a conference call on August 15 at 4:30 pm ET, and will be joined by Krishna K. Gupta, a current Director of Vyome Therapeutics, who will be appoi ...

CAMBRIDGE, Mass., July 09, 2024 (GLOBE NEWSWIRE) -- Vyome Therapeutics, a clinical-stage healthcare company targeting immuno-inflammatory and rare diseases in the US and global markets with large market potential, announced today that it has signed a merger agreement with ReShape Lifesciences (NASDAQ:RSLS). Upon closing, it is anticipated that the post-merger entity, will be renamed Vyome Holdings, Inc., and continue to have its common stock traded on Nasdaq under the new ticker symbol "HIND", an ancient na ...

ReShape and Vyome, a Clinical Stage Specialty Pharmaceutical Company Working To Treat ImmunoInflammatory Diseases of Unmet Need, to Combine in All-Stock Merger ReShape to Sell its Assets to Affiliate of Biorad Medisys for $5.16 Million Simultaneously with the execution of the merger agreement, ReShape entered into an asset purchase agreement with Biorad Medisys, Pvt. Ltd., which is party to a previously disclosed exclusive license agreement with ReShape for ReShape's Obalon® Gastric Balloon System. Pursuant ...