425: ReShape Lifesciences to Host Special Meeting for Merger Approval with Vyome Therapeutics and Asset Sale to Biorad Medisys

ReShape Lifesciences will host a Special Meeting of Stockholders on July 24, 2025, to vote on a merger with Vyome Therapeutics and the simultaneous sale of assets to Biorad Medisys, both unanimously recommended by the Board.

Summary

• ReShape Lifesciences will hold a Special Meeting of Stockholders on July 24, 2025, at 11:30 am ET.
• The Board of Directors unanimously recommends approving a merger agreement with Vyome Therapeutics, Inc., a private clinical-stage company targeting immuno-inflammatory and rare diseases.
• The Board also unanimously recommends approving a simultaneous asset purchase agreement with Ninjour Health International Limited, an affiliate of Biorad Medisys, Pvt. Ltd.
• Independent proxy advisory firms ISS and Glass Lewis have both issued recommendations in favor of Proposals 1, 2, and 3.
• Proposals include: (1) the issuance of ReShape common stock in connection with the transaction, (2) the approval of the sale of substantially all ReShape assets to Biorad, and (3) amending ReShape's certificate of incorporation for post-closing board composition.
• Series C preferred stockholders have substantially reduced their liquidation preference, enabling common stockholders to better realize the potential value of the merger.

Sentiment

Score: 9

Explanation: The document is overwhelmingly positive, promoting the proposed merger and asset sale as highly beneficial for stockholders, with unanimous board and proxy firm support, and highlighting significant growth potential and a strong financial position for the combined entity.

Positives

• The Board of Directors unanimously determined that the merger and asset sale are advisable and in the best interests of ReShape and its stockholders.
• Independent proxy advisory firms ISS and Glass Lewis both recommended in favor of Proposals 1, 2, and 3.
• The transactions are expected to successfully maximize value for ReShape stockholders.
• The merger is anticipated to unlock the full potential of Vyome's pipeline by advancing the combined company's immune-inflammatory assets.
• Vyome aims to build a world-class company by combining top talent and capital from the U.S. and India to develop cost-efficient therapies.
• Vyome has no debt and a clean capital structure, positioning it well for public market success.
• Series C preferred stockholders substantially reduced their liquidation preference, which benefits common stockholders.

Risks

• Actual results could differ materially from forward-looking statements due to known and unknown risks, uncertainties, and other factors.
• Additional risks and uncertainties are described more fully in the company's filings with the Securities and Exchange Commission, including those factors identified as "risk factors" in the most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

Future Outlook

The combined company aims to unlock the full potential of Vyome's pipeline by focusing on advancing the development of immune-inflammatory assets and identifying additional opportunities between the world-class Indian innovation corridor and the U.S. market. Vyome plans to expand its portfolio across biopharma, medical devices, and healthcare AI, aiming to build a world-class company well-positioned for public market success.

Management Comments

• "Your vote is important, no matter how many or how few shares you may own, for ReShape to take the next step in its evolution as the merger agreement with Vyome and a concurrent asset purchase agreement with Biorad, will successfully maximize value for our stockholders." Paul F. Hickey, President and Chief Executive Officer of ReShape Lifesciences.
• "We are asking that you vote FOR each of the proposals on the agenda, including Proposals 1, 2, and 3 related to (1) the issuance of shares of our common stock, (2) the approval of the sale of substantially all of ReShape’s assets, and (3) amending our certificate of incorporation to implement the post-closing composition of our Board of Directors, each in connection with our transaction with Vyome." Paul F. Hickey.
• "I am truly excited about the value we are delivering to all of our stockholders and the significant growth potential these transactions will enable, once approved by our shareholders." Paul F. Hickey.
• "We believe this transaction will allow us to unlock the full potential of Vyome’s pipeline by focusing on advancing the development of the combined company’s immune-inflammatory assets and identifying additional opportunities between the world-class Indian innovation corridor and the U.S. market." Venkat Nelabhotla, Chief Executive Officer and Co-Founder of Vyome.
• "Vyome aims to build a world-class company by combining top talent and capital from the U.S. and India to develop cost-efficient therapies for chronic immune-inflammatory diseases. We also plan to expand our portfolio across biopharma, medical devices, and healthcare AI. With no debt and a clean capital structure, we believe Vyome is well-positioned for public market success." Venkat Nelabhotla.

Industry Context

This announcement signifies a strategic pivot for ReShape Lifesciences from its core weight loss and metabolic health solutions to a focus on immuno-inflammatory and rare diseases through a reverse merger with Vyome Therapeutics. It also highlights a growing trend of cross-border collaborations, specifically leveraging the US-India innovation corridor, to develop cost-efficient therapies and expand into diverse healthcare segments like biopharma, medical devices, and healthcare AI, reflecting a broader industry move towards diversification and global market access.

Comparison to Industry Standards

• Vyome aims to combine top talent and capital from the U.S. and India to develop cost-efficient therapies for chronic immune-inflammatory diseases, while upholding global standards of quality and safety.
• Biorad Medisys operates two manufacturing facilities in India and exports to over 50 countries, recently acquiring Swiss-based Marflow to realize its global expansion strategy in Urology & Gastroenterology.
• ReShape Lifesciences' FDA-approved Lap-Band System provides a minimally invasive, long-term treatment of obesity and is presented as an alternative to more invasive surgical stapling procedures such as gastric bypass or sleeve gastrectomy.

Management Changes

Corporate Governance

Stakeholder Impact

• **Shareholders**: Expected to maximize value and realize potential value from the merger, especially common stockholders due to Series C preferred stockholders reducing liquidation preference. Encouraged to vote for the proposals.
• **Patients**: Vyome's immediate focus is on transforming the lives of patients with immune-inflammatory conditions by leveraging clinical-stage assets and developing cost-efficient therapies.
• **Employees**: Vyome aims to build a world-class company by combining top talent from the U.S. and India, suggesting potential for new opportunities within the combined entity.

Next Steps

• Stockholders are encouraged to vote FOR Proposals 1, 2, and 3 at the Special Meeting.
• ReShape will proceed with its transformation and evolution upon approval of the merger and asset purchase agreements.
• The combined company plans to advance the development of immune-inflammatory assets and identify additional opportunities.
• The combined company intends to expand its portfolio across biopharma, medical devices, and healthcare AI.
• Vyome intends to be listed on the Nasdaq exchange under the ticker HIND pursuant to the reverse merger.

Key Dates

Recommendation

Keywords

ReShape Lifesciences, Vyome Therapeutics, Biorad Medisys, Merger, Asset Sale, SEC Filing, Special Meeting, Stockholder Vote, Weight Loss, Metabolic Health, Immuno-inflammatory, Medical Devices, Nasdaq, Reverse Merger, Corporate Governance