ReShape Lifesciences Inc

As filed with the U.S. Securities and Exchange Commission on December 19, 2024

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

(Exact name of registrant as specified in its charter)

18 Technology Dr, Suite 110

Irvine, California 92618

(949) 429-6680

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Paul F. Hickey

President and Chief Executive Officer

ReShape Lifesciences Inc.

18 Technology Dr, Suite 110

Irvine, California 92618

(949) 429-6680

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brett Hanson

Emily Humbert

Fox Rothschild LLP

33 South Sixth Street, Suite 3600

Minneapolis, Minnesota 55402

(612) 607-7000

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act or until the registration statement shall become effective on such date as the Commission, acting pursuant to said section 8(a), may determine.

The information in this prospectus is not complete and may be changed. The selling stockholder may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED DECEMBER 19, 2024

PRELIMINARY PROSPECTUS

Up to 2,112,072 Shares of Common Stock

This prospectus relates to the resale, from time to time, of up to 2,112,072 shares of our common stock by the selling stockholder, Ascent Partners Fund LLC (“Ascent”). The common stock to which this prospectus relates includes (1) up to 1,666,667 shares of common stock that have been or may be issued to Ascent pursuant to an Equity Purchase Agreement between us and Ascent dated as of December 19, 2024 (the “Equity Purchase Agreement”), (2) 17,300 shares of our common stock that we issued to Ascent on December 19, 2024 as a commitment fee under the Equity Purchase Agreement, (3) 21,015 shares of our common stock issuable upon the exercise of a pre-funded warrant that we issued to Ascent on December 19, 2024 as a commitment fee under the Equity Purchase Agreement, (4) up to 399,107 shares of common stock upon conversion of a senior secured convertible note in the original principal amount of $833.333.34 that we issued to Ascent on October 16, 2024 at an initial conversion price of $5.22 per share (the “Convertible Note”) and (5) 7,983 shares of common stock that we issued to Ascent on October 16, 2024 as a commitment fee for the Convertible Note transaction. We will not receive any proceeds from the sale of shares of common stock by Ascent, however, we may receive gross proceeds of up to $5,000,000 from the sale of common stock to Ascent under the Equity Purchase Agreement, from time to time, in our discretion after the date of the registration statement of which this prospectus is a part is declared effective and after satisfaction of other conditions in the Equity Purchase Agreement. See the section titled “Description of Equity Financing Transaction” for a description of the Equity Purchase Agreement, the section titled “Description of Convertible Note Transaction” for a description of the Convertible Note and related transaction documents, and the section titled “Selling Stockholder” for additional information regarding Ascent.

The shares of our common stock included in this prospectus are being registered for resale pursuant to the terms of the terms of the Equity Purchase Agreement described herein under the section titled “Description of Equity Financing Transaction” and the terms of the Securities Purchase Agreement and related Registration Rights Agreement described herein under the section titled “Description of Convertible Note Transaction.” We will bear all fees and expenses incident to our obligation to register the shares of common stock.

We will not receive any proceeds from the sale of shares of common stock by Ascent. However, we may receive up to $5,000,000 in aggregate gross proceeds from sales of our common stock to Ascent that we may, in our discretion, elect to make, from time to time after the date of this prospectus, pursuant to the Equity Purchase Agreement. Any proceeds received byus from the sale of shares of common stock to Ascent pursuant to the Equity Purchase Agreement will be used for general corporate purposes, including expenses related to our previously announced proposed merger with Vyome Therapeutics, Inc. and sale of substantially all of our assets to Ninjour Health International Limited, provided that under the terms of the Securities Purchase Agreement for the Convertible Note transaction with Ascent, we must use 66% of the net proceeds from any issuance of capital stock, including under an equity line of credit, to prepay the amount we owe to Ascent under the Convertible Note. See section titled “Use of Proceeds” for more information.

Ascent may sell or otherwise dispose of the shares of common stock included in this prospectus in a number of different ways and at varying prices. The price that Ascent will pay for the shares of common stock to be resold pursuant to this prospectus will depend upon the timing of sales and will fluctuate based on the trading price of our common stock and will be set at the price per share pursuant to the issuance notice under the Equity Purchase Agreement that we deliver to Ascent. The price paid for each share of common stock upon each closing under the Equity Purchase Agreement shall be 93% of the volume-weighted average price (“VWAP”), of the common stock on the trading day prior to such closing; provided, that if 93% of the lowest VWAP in the four trading days following such closing is lower than such price per share, then, as a “true-up”, we shall issue additional shares of common stock to Ascent so as to ensure that the total number of shares received by Ascent is equal to the number it would have received for the aggregate purchase price paid at such closing if the shares of common stock had been valued at such lower number.

Although Ascent is obligated to purchase shares of our common stock under the terms and subject to the conditions and limitations of the Equity Purchase Agreement to the extent we choose to sell such shares of our common stock to it (subject to certain conditions), the timing and amount of any sales of common stock by Ascent are within the sole discretion of Ascent. There can be no assurances that we will choose to sell any shares of our common stock to Ascent, or that Ascent will sell any or all of the shares of our common stock purchased under the Equity Purchase Agreement pursuant to this prospectus. See the section titled “Plan of Distribution” for more information about how Ascent may sell or otherwise dispose of the common stock being offered in this prospectus. While the Equity Purchase Agreement contains certain limitations regarding the number of shares of common stock that we can sell to Ascent under the Equity Purchase Agreement, the number of shares of common stock that we can sell to Ascent under the Equity Purchase Agreement could constitute a considerable percentage of our public float at the time of such sales. As a result, our stockholders may experience significant dilution as a result of the resale by Ascent of shares of common stock pursuant to this prospectus. See section titled “Risk Factors – Risks Related to This Offering” for more information.

We will pay the expenses of registering the shares of common stock offered by this prospectus, but all selling and other expenses incurred by Ascent will be paid by itself. Ascent acknowledges that it is disclosed as an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act.

You should read this prospectus, any applicable prospectus supplement and any related free writing prospectus carefully before you invest.

Our common stock is traded on the Nasdaq Capital Market under the symbol “RSLS.” On December 18, 2024, the closing price for our common stock, as reported on the Nasdaq Capital Market, was $4.50 per share.

Investing in shares of our securities involves a high degree of risk. See “Risk Factors” beginning on page [●] of this prospectus, as well as those risk factors described in any applicable prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2024.