SCHEDULE 13D/A: Investment Group Reduces Stake in ReShape Lifesciences, Files Exit Disclosure

A group of investors led by Dominion Capital LLC has filed an amended Schedule 13D, disclosing a reduction in their beneficial ownership of ReShape Lifesciences Inc. common stock to 0.76%, triggering an exit filing.

Summary

• The filing is an Amendment No. 1 to Schedule 13D by a group of nine reporting persons, including Dominion Capital LLC, Ascent Partners Fund LLC, and individuals Mikhail Gurevich, Gennadiy Gurevich, and Alon Brenner.
• As of the filing date, the reporting persons collectively beneficially own 25,283 shares of ReShape Lifesciences Inc. common stock, representing 0.76% of the outstanding shares.
• This percentage is based on an assumed 3,305,087 outstanding shares of common stock, as disclosed in the issuer's Proxy Statement on Schedule 14A filed on March 14, 2025.
• The reporting persons acquired these shares for investment purposes through a series of agreements with ReShape Lifesciences Inc.
• On October 16, 2024, Ascent Partners Fund LLC entered into a Securities Purchase Agreement, receiving a senior secured convertible promissory note for $833,333.34 and 7,983 commitment shares.
• The note has been fully repaid, but Ascent still holds the 7,983 Note Commitment Shares.
• On December 19, 2024, Ascent Partners Fund LLC entered into an Equity Purchase Agreement, allowing the issuer to sell up to $5,000,000 worth of common stock to Ascent from time to time.
• As a commitment fee for the Equity Purchase Agreement, Ascent received 17,300 shares and a pre-funded warrant to purchase up to 21,015 shares; the pre-funded warrant has been fully exercised and the resulting shares sold.
• Ascent agreed to vote up to 25,283 shares (or up to 4.99% of outstanding shares) in favor of the merger agreement dated July 8, 2024, with Vyome Therapeutics, Inc. and Raider Lifesciences Inc., and not to sell or transfer these shares prior to the record date of the stockholder meeting.
• The reporting persons' beneficial ownership has fallen below the 5% threshold, making this an exit filing.

Sentiment

Score: 5

Explanation: The document is primarily a factual disclosure of a change in beneficial ownership, indicating a reduction in the reporting persons' stake. While it details past capital infusions and potential future ones, the 'exit filing' status suggests a neutral to slightly less positive outlook from the investor group's perspective, balancing the initial investment with the reduced holding.

Positives

• The initial Securities Purchase Agreement provided ReShape Lifesciences Inc. with a senior secured convertible promissory note of $833,333.34, indicating a capital infusion.
• The Equity Purchase Agreement allows ReShape Lifesciences Inc. to potentially sell up to an additional $5,000,000 worth of common stock to Ascent, providing a potential source of future capital.
• Ascent's commitment to vote in favor of the merger agreement with Vyome Therapeutics, Inc. and Raider Lifesciences Inc. could facilitate the completion of this strategic transaction.

Negatives

• The filing indicates that the reporting persons' beneficial ownership has dropped below 5%, leading to an 'exit filing,' which may suggest a reduced long-term commitment or strategic divestment by these investors.
• Shares received from the exercise of the pre-funded warrant under the Equity Purchase Agreement have since been sold, indicating a liquidation of a portion of their holdings.

Future Outlook

The document indicates a future commitment by Ascent Partners Fund LLC to vote its shares in favor of the merger agreement with Vyome Therapeutics, Inc. and Raider Lifesciences Inc. Additionally, the Equity Purchase Agreement allows for potential future sales of up to $5,000,000 worth of common stock by the Issuer to Ascent.

Industry Context

This filing reflects an investor group's reduced stake in a medical device company, ReShape Lifesciences, which operates in the weight loss and metabolic health sector. The mention of a merger agreement suggests ongoing consolidation or strategic realignments within the industry, potentially driven by market dynamics or technological advancements.

Corporate Governance

Stakeholder Impact

• **Shareholders**: The voting agreement impacts the outcome of the merger vote. The potential for future equity sales under the Equity Purchase Agreement could lead to dilution.
• **Company (ReShape Lifesciences Inc.)**: Received capital through the convertible note and has a potential future funding source through the Equity Purchase Agreement. The voting commitment supports a key strategic transaction (merger).

Next Steps

• ReShape Lifesciences Inc. stockholders will vote on the merger agreement with Vyome Therapeutics, Inc. and Raider Lifesciences Inc., with Ascent Partners Fund LLC committed to vote its shares in favor.

Key Dates

Keywords

ReShape Lifesciences Inc., Schedule 13D, beneficial ownership, investment, convertible note, equity purchase agreement, merger agreement, SEC filing, Dominion Capital LLC, Ascent Partners Fund LLC