Filed Pursuant to Rule 424(b)(5)
Registration No. 333-259301
P R O S P E C T U S S U P P L E M E N T
(To prospectus dated September 17, 2021)
291,395 Shares of Common Stock
509,300 Shares of Common Stock Underlying Pre-funded Warrants
We are offering (i) 291,395 shares of our common stock, par value $0.001 per share, or the Common Shares, and (ii) 509,300 shares of common stock underlying pre-funded warrants to purchase shares of common stock, or the Pre-funded Warrants, to a single institutional investor pursuant to this prospectus supplement, the accompanying prospectus and a securities purchase agreement, dated April 20, 2023, by and between us and the investor signatory thereto, or the Securities Purchase Agreement. Each Pre-funded Warrant will have an exercise price of $0.001, will be immediately exercisable and may be exercised at any time until all of the Pre-funded Warrants are exercised in full.
We have engaged Maxim Group LLC, or the Placement Agent, as our exclusive placement agent in connection with this offering. The Placement Agent has agreed to use its reasonable best efforts to sell the securities offered by this prospectus supplement and the accompanying prospectus. The placement agent is not purchasing or selling any shares offered by this prospectus supplement and the accompanying base prospectus. See “Plan of Distribution” beginning on page S-17 of this prospectus supplement for more information regarding these arrangements.
In a concurrent private placement, we are also issuing to the institutional investor, for no additional consideration, warrants to purchase 800,695 shares of our common stock, or the Common Warrants. Each Common Warrant will have an exercise price of $3.07, will be exercisable immediately upon the the date of issuance, or the Initial Exercise Date, and will expire five and one half years from the Initial Exercise Date. The Common Warrants and the shares of our common stock issuable upon exercise of the Common Warrants are not registered under the Securities Act of 1933, as amended, or the Securities Act, are not being offered pursuant to this prospectus supplement and the accompanying prospectus, and are being offered pursuant to the exemption provided in Section 4(a)(2) under the Securities Act and Rule 506(b) promulgated thereunder.
Our common stock is traded on the Nasdaq Capital Market under the symbol “RSLS.” April 19, 2023, the closing price of our common stock was $3.11 per share. There is no established public trading market for the the Pre-funded Warrants and the Common Warrants being offered in this offering, and we do not expect a market to develop. In addition, we do not intend to apply for listing the Pre-funded Warrants and the Common Warrants on any national securities exchange or other trading market. Without an active market, the liquidity of the Pre-funded Warrants and the Common Warrants will be limited.
As of the date of this prospectus supplement, the aggregate market value of our common stock held by non-affiliates pursuant to General Instruction I.B.6 of Form S-3 is $12,114,927, which is calculated based on 2,577,644 shares of our common stock outstanding held by non-affiliates and a price of $4.70 per share, the closing price of our common stock on February 22, 2023, which is the highest closing sale price of our common stock on the Nasdaq Capital Market within the prior 60 days of this prospectus supplement. During the prior 12 calendar month period that ends on and includes the date hereof (excluding this offering), we have sold $750,002 of securities pursuant to General Instruction I.B.6 of Form S-3. Pursuant to General Instruction I.B.6 of Form S-3, in no event will we sell securities registered on a registration statement on Form S-3 in a public primary offering with a value exceeding more than one-third of our public float in any 12-month period so long as our public float remains below $75.0 million.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page S-6 of this prospectus supplement.
|
|
|
Per
Common
Share
|
|
|
Per Share
Underlyiung
Pre-funded
Warrant
|
|
|
Total
|
|
Offering price
|
|
|
|
$ |
3.07 |
|
|
|
|
$ |
3.069 |
|
|
|
|
$ |
2,457,624.35 |
|
|
Placement agent fees(1)
|
|
|
|
$ |
0.2149 |
|
|
|
|
$ |
0.2148 |
|
|
|
|
$ |
172,033.70 |
|
|
Proceeds, before expenses, to ReShape Lifesciences Inc.
|
|
|
|
$ |
2.8551 |
|
|
|
|
$ |
2.8542 |
|
|
|
|
$ |
2,285,590.65 |
|
|
(1)
We have agreed to pay the Placement Agent an aggregate cash placement fee equal to 7.0% of the gross proceeds in this offering. For additional information on the Placement Agent’s compensation, see “Plan of Distribution” beginning on page S-17 of this prospectus supplement.
Neither the United States Securities and Exchange Commission, or the SEC, nor any state securities commission has approved or disapproved of the securities that may be offered under this prospectus supplement, nor have any of these regulatory authorities determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Maxim Group LLC
The date of this prospectus supplement is April 20, 2023