ReShape Lifesciences Inc. (RSLS) Announces $750,000 Registered Direct Offering

ReShape Lifesciences Inc. (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health solutions company, today announced that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale in a registered direct offering of 2,884,615 shares of the Company’s common stock (or common stock equivalents in the form of pre-funded warrants) at a purchase price of $0.26 per share and 2,500 shares of series D mirroring preferred stock (“Series D Preferred Stock”) and, in a concurrent private placement, unregistered warrants to purchase up to an aggregate of 2,884,615 shares of common stock. Each share of Series D Preferred Stock has a stated value of $0.001 per share and will automatically terminate on the date that the Company effects a reverse stock split of the Company’s shares of common stock or, if later, the date the Company effects an increase in its authorized shares of common stock. The warrants have an exercise price of $0.30 per share, will become exercisable six months following the date of issuance and will expire five and one-half years following the date of issuance. The closing of the offering is expected to occur on or about November 9, 2022, subject to the satisfaction of customary closing conditions.

Maxim Group LLC is acting as the exclusive placement agent for the offering.

The Company expects to call an annual meeting of stockholders for the approval of, among other things, a proposal to effect a reverse stock split of the Company’s common stock and a proposal to increase the authorized shares of common stock of the Company from 100 million to 300 million (the “Proposals”). The Series D Preferred Stock has voting rights on the Proposals equal to 30,000 votes per share of Series D Preferred Stock, provided that any votes cast by the Series D Preferred Stock with respect to the Proposals must be counted by the Company in the same proportion as the shares of common stock voted on the Proposals.

Total gross proceeds from the offering, before deducting the placement agent's fees and other estimated offering expenses, is expected to be approximately $750,000. The Company intends to use the net proceeds from this offering to continue its commercialization efforts, for clinical and product development activities and for other working capital and general corporate purposes.

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