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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 14, 2025

 

RESHAPE LIFESCIENCES INC.

(Exact name of registrant as specified in its charter)

 

Delaware 1-37897 26-1828101

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(IRS Employer
Identification No.)

     

18 Technology Drive, Suite 110

Irvine, CA

 

92618

(Address of principal executive offices) (Zip Code)
       

 

(949) 429-6680

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common stock, $0.001 par value per share RSLS The Nasdaq Capital Market

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

 

 

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On March 14, 2025, Gary Blackford informed the Board of Directors (the “Board”) of ReShape Lifesciences Inc. (the “Company”) of his decision to resign from the Board and all related committees effective March 15, 2025. Mr. Blackford’s decision to resign from the Board is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

 

As a result of Mr. Blackford’s resignation, the Company’s Audit Committee will be comprised of two independent directors and, therefore, will not be in compliance with Nasdaq Listing Rule 5605(c)(2)(A), which requires the Company’s Audit Committee to be comprised of three independent directors. However, the Company will rely on the cure period set forth in Nasdaq Listing Rule 5605(c)(4)(B) to regain compliance with the audit committee composition requirements.

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  RESHAPE LIFESCIENCES INC.
   
  By: /s/ Paul F. Hickey
    Paul F. Hickey
    President and Chief Executive Officer

 

Date: March 20, 2025

 

 

 

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Cover
Mar. 14, 2025
Cover [Abstract]  
Document Type 8-K
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Document Period End Date Mar. 14, 2025
Entity File Number 1-37897
Entity Registrant Name RESHAPE LIFESCIENCES INC.
Entity Central Index Key 0001427570
Entity Tax Identification Number 26-1828101
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 18 Technology Drive, Suite 110
Entity Address, City or Town Irvine
Entity Address, State or Province CA
Entity Address, Postal Zip Code 92618
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Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Common stock, $0.001 par value per share
Trading Symbol RSLS
Security Exchange Name NASDAQ
Entity Emerging Growth Company false
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