UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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| Item 1.01 | Entry into a Material Definitive Agreement. |
As previously disclosed, on October 16, 2024, ReShape Lifesciences Inc. (the “Company”) entered into a securities purchase agreement (the “SPA”) with Ascent Partners Fund LLC, an institutional investor (the “Investor”). Pursuant to the SPA, among other things, the Company agreed to issue the Investor a senior secured convertible note in the aggregate original principal amount of $833,333.34 (the “Note”).
On January 14, 2025, the Company entered into an amendment to the Note (the “Amendment”) with the Investor to (a) extend the maturity date to the earlier of (i) the closing of the Company’s previously announced merger with Vyome Therapeutics, Inc. (the “Merger”) or (ii) 90 days after the date of the Amendment, (b) provide that the Investor would not be obligated to convert any part of the Note at the closing of the Merger, (c) reduce the mandatory prepayment provision for funds raised by the Company in subsequent financings from 66% to 50%, and (d) require a $45,000 cash extension fee to be paid by the Company at the maturity of the Note.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by the terms and conditions of the Amendment filed as Exhibit 10.1 hereto and incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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Exhibit No. |
Description | ||
| 10.1 | Amendment to Form of Note, dated as of January 14, 2025 | ||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| RESHAPE LIFESCIENCES INC. | ||
| By: | /s/ Paul F. Hickey | |
| Paul F. Hickey | ||
| Chief Executive Officer | ||
Dated: January 21, 2025