RESHAPE LIFESCIENCES INC. (NASDAQ: RSLS) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry Into a Material Definitive Agreement.
On November26, 2018, ReShape Lifesciences Inc. (the “Company”) entered into securities purchase agreements (the “Purchase Agreements”) with two healthcare focused institutional for the sale by the Company of 8,000,000shares of the Company’s common stock, par value $0.01 per share (the “Common Stock”), consisting of 670,000 shares of Common Stock and pre-funded warrants (the “Pre-Funded Warrants”) to purchase 7,330,000 shares of Common Stock at a purchase price of $1.25 per share and a purchase price of $1.24 per Pre-Funded Warrant (the “Registered Direct Offering”). The exercise price of each Pre-Funded Warrant is $0.01 per share. The Company also issued warrants (the “Warrants”) to purchase 8,000,000 shares of Common Stock, which represents 50% of the shares of Common Stock, including shares underlying the Pre-Funded Warrants, to be sold in the Registered Direct Offering, at an exercise price of $1.50 per share. Subject to certain ownership limitations, the Warrants are exercisable beginning immediately on the issuance date and will expire on the fiveyear anniversary of the date of issuance. Each Pre-Funded Warrant will be exercisable for one share of Common Stock.
The Registered Direct Offering is expected to close on or about November28, 2018, subject to customary closing conditions. The Company intends to use the net proceeds of the Registered Direct Offering to continue its commercialization efforts, for clinical and product development activities, and for other working capital and general corporate purposes. The Company estimates that the net proceeds from the Registered Direct Offering will be approximately $9.1 million after deducting certain fees due to the placement agent and other estimated transaction expenses.
The securities sold in the Registered Direct Offering were offered and sold by the Company to an effective shelf registration statement on FormS-3, which was filed with the SEC on May21, 2018 and subsequently declared effective on June1, 2018 (File No.333-225083), and the base prospectus dated as of June1, 2018 contained therein. The Company filed a prospectus supplement with the SEC on November28, 2018 in connection with the sale of the securities in the Registered Direct Offering.
In connection with the Registered Direct Offering, the placement agent received an aggregate fee equal to 8.0% of the gross proceeds received by the Company from the sale of the securities in the Registered Direct Offering, as well as $85,000 for certain expenses, and warrants to purchase up to 7.0% of the aggregate amount of shares of Common Stock (including shares underlying the Pre-Funded Warrants) sold in the Registered Direct Offering (the “Placement Agent Warrants”), or 560,000. The Placement Agent Warrants have substantially the same terms as the Warrants, except that the exercise price of the Placement Agent Warrants is $1.5625 per share and the expiration date of the Placement Agent Warrant is November26, 2023.
The representations, warranties and covenants contained in the Purchase Agreements were made solely for the benefit of the parties to the Purchase Agreements. In addition, such representations, warranties and covenants (i)are intended as a way of allocating the risk between the parties to the Purchase Agreements and not as statements of fact, and (ii)may apply standards of materiality in a way that is different from what may be viewed as material by stockholders of, or other investors in, the Company. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Purchase Agreements, which subsequent information may or may not be fully reflected in public disclosures.
The foregoing description of the Purchase Agreements, the Warrants, the Pre-Funded Warrants and the Placement Agent Warrants are not complete and are qualified in their entirety by references to the full text of the form of Purchase Agreement, the form of Warrant, the form of Pre-Funded Warrant and the form of Placement Agent Warrant which are filed hereto as exhibits 10.1, 4.1, 4.2 and 4.3, respectively, to this report and are incorporated by reference herein.
