02/03/2023 | Press release | Distributed by Public on 02/03/2023 19:02
As filed with the U.S. Securities and Exchange Commission on February 3, 2023
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
RESHAPE LIFESCIENCES INC.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(Primary Standard Industrial
Classification Code Number)
1001 Calle Amanecer
San Clemente, California 92673
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
Paul F. Hickey
President and Chief Executive Officer
ReShape Lifesciences Inc.
1001 Calle Amanecer
San Clemente, California 92673
(Name, address, including zip code, and telephone number, including area code, of agent for service)
|Brett Hanson||Barry I. Grossman|
|Emily Humbert||Sarah Williams|
|Fox Rothschild LLP||Matthew Bernstein|
|33 South Sixth Street, Suite 3600||Ellenoff Grossman & Schole LLP|
|Minneapolis, Minnesota 55402||1345 Avenue of the Americas|
|(612) 607-7000||New York, New York 10105|
|(212) 370-1300 (telephone number)|
|(212) 370-7889 (facsimile number)|
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. x
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x333-269207
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
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||x||Smaller reporting company||x|
|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 7(a)(2)(B) of the Securities Act.
This Registration Statement shall become effective upon filing in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
This Registration Statement is being filed by ReShape Lifesciences Inc. (the "Company") pursuant to Rule 462(b) as promulgated under the Securities Act of 1933, as amended, and includes the registration statement facing page, this page, the signature page, an exhibit index and the required opinion and consents solely to register up to an aggregate of $4,995,026 in additional (i) shares of the Company's common stock, par value $0.001 per share (the "common stock"), (ii) pre-funded warrants to purchase shares of the Company's common stock, (iii) warrants to purchase shares of the Company's common stock (together with the pre-funded warrants, the "warrants") and (iv) shares of common stock issuable upon exercise of the warrants. The contents of the Registration Statement on Form S-1 (Registration No. 333-269207), as amended, including the exhibits and powers of attorney included therein (the "Prior Registration Statement"), which was declared effective by the Securities and Exchange Commission on February 3, 2023, are incorporated by reference in this Registration Statement. The additional securities that are being registered for sale are in an amount and at a price that together represent no more than 20% of the maximum aggregate offering price set forth in Exhibit 107 to the Prior Registration Statement. The required opinion and consents are listed on the Exhibit Index attached hereto and filed herewith.
PART II - INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules
|5.1*||Opinion of Fox Rothschild LLP as to the validity of the securities being registered.|
|23.1*||Consent of Fox Rothschild LLP relating to opinion as to validity of the securities being registered (included in Exhibit 5.1 hereto).|
|23.2*||Consent of BDO USA LLP.|
|24.1||Power of Attorney (included on the signature page to the Prior Registration Statement).|
|107*||Calculation of Filing Fee Table|
* Filed herewith
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Clemente, State of California, on February 3, 2023.
|RESHAPE LIFESCIENCES INC.|
|By:||/s/ Paul F. Hickey|
|Name:||Paul F. Hickey|
|Title:||President and Chief Executive Officer|
Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
|/s/ Paul F. Hickey||President and Chief Executive Officer and||February 3, 2023|
|Paul F. Hickey||Director (Principal Executive Officer)|
|/s/ Thomas Stankovich||Chief Financial Officer||February 3, 2023|
|Thomas Stankovich||(Principal Financial Officer and Principal Accounting Officer)|
|Dan W. Gladney||Director||February 3, 2023|
|Gary D. Blackford||Director||February 3, 2023|
|Lori C. McDougal||Director||February 3, 2023|
|Arda M. Minocherhomjee, Ph.D.||Director||February 3, 2023|
|*||By Paul F. Hickey as attorney-in-fact|
|/s/ Paul F. Hickey|
|Paul F. Hickey|