ReShape Lifesciences Announces Pricing of $2.5 Million Registered Direct Offering and Concurrent Private Placement Priced At-The-Market
20 4월 2023 - 9:30PM
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 to purchase 800,695 shares of common
stock (or pre-funded warrants in lieu thereof) in a registered
direct offering priced at-the-market under Nasdaq rules. In a
concurrent private placement, the Company also agreed to issue and
sell unregistered warrants to purchase up to an aggregate of
800,695 shares of common stock. The combined effective offering
price for each share of common stock (or pre-funded warrant in lieu
thereof) and accompanying warrant is $3.07. The warrants will be
immediately exercisable, will expire five and a half years from the
issuance date and will have an exercise price of $3.07 per share.
The gross proceeds to the Company from the
registered direct offering and concurrent private placement are
estimated to be approximately $2.5 million before deducting the
placement agent’s fees and other estimated offering expenses
payable by the Company. The offering is expected to close on or
about April 24, 2023, subject to the satisfaction of customary
closing conditions.
Maxim Group LLC is acting as the sole placement
agent in connection with the offering.
The Company has also agreed that certain
existing warrants to purchase up to an aggregate of 164,656 shares
of common stock that were issued to such institutional investor, at
an exercise price of $15.00 per share, will be amended effective
upon the closing of the offering so that the amended warrants will
have an exercise price of $3.07.
The shares of common stock (or pre-funded
warrants in lieu thereof) are being offered pursuant to a shelf
registration statement on Form S-3 (File No. 333-259301), which was
declared effective by the U.S. Securities and Exchange Commission
(the “SEC”) on September 17, 2021. The offering of shares of common
stock (or pre-funded warrants in lieu thereof) will be made only by
means of a prospectus supplement that forms a part of such
registration statement. The warrants to be issued in the concurrent
private placement and the shares issuable upon exercise of such
warrants were offered in a private placement under Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Act”), and
Regulation D promulgated thereunder and have not been registered
under the Act or applicable state securities laws.
This press release does not constitute an offer
to sell or the solicitation of an offer to buy, nor will there be
any sales of these securities in any jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of such jurisdiction. A
prospectus supplement relating to the shares of common stock and
pre-funded warrants will be filed by the Company with the SEC. When
available, copies of the prospectus supplement relating to the
registered direct offering, together with the accompanying
prospectus, can be obtained at the SEC's website at www.sec.gov or
from Maxim Group LLC, 300 Park Avenue, New York, NY 10022,
Attention: Syndicate Department, or via email at
syndicate@maximgrp.com or telephone at (212) 895-3500.
About ReShape Lifesciences Inc.
ReShape Lifesciences® is America’s premier
weight loss and metabolic health-solutions company, offering an
integrated portfolio of proven products and services that manage
and treat obesity and metabolic disease. The FDA-approved Lap-Band®
Program provides minimally invasive, long-term treatment of obesity
and is an alternative to more invasive surgical stapling procedures
such as the gastric bypass or sleeve gastrectomy. ReShapeCare™ is a
virtual weight-management program that supports lifestyle changes
for all weight loss patients led by board-certified health coaches
to help them keep the weight off over time. The recently launched
ReShape Marketplace™ is an online collection of quality wellness
products curated for all consumers to help them achieve their
health goals. The investigational Diabetes Bloc-Stim
Neuromodulation™ (DBSN™) system utilizes a proprietary vagus nerve
block and stimulation technology platform for the treatment of Type
2 diabetes and metabolic disorders. The Obalon® balloon technology
is a non-surgical, swallowable, gas-filled intra-gastric balloon
that is designed to provide long-lasting weight loss.
Forward-Looking Statements
This press release may contain forward-looking
statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Actual results could differ materially from
those discussed due to known and unknown risks, uncertainties, and
other factors. These forward-looking statements generally can be
identified by the use of words such as "expect," "plan,"
"anticipate," "could," "may," "intend," "will," "continue,"
"future," other words of similar meaning and the use of future
dates. These forward-looking statements and factors that may cause
such differences include the satisfaction of customary closing
conditions related to the offering, the expected timing of the
closing of the offering and the intended use of the proceeds from
the offering. These and 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 our most recent Annual Report on Form 10-K and
subsequent Quarterly Reports on Form 10-Q and Current Reports on
Form 8-K. We are providing this information as of the date of this
press release and do not undertake any obligation to update any
forward-looking statements contained in this document as a result
of new information, future events or otherwise, except as required
by law.
CONTACTS
ReShape Lifesciences Investor Contact:Thomas
StankovichChief Financial Officer
949-276-6042ir@ReShapeLifesci.com
ReShape Lifesciences (NASDAQ:RSLS)
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