AG真人官方

ReShape Lifesciences庐 to Host Special Meeting of Stockholders on July 24, 2025

Board of Directors Unanimously Recommend Approving Merger Agreement With Vyome Therapeutics and Asset Purchase Agreement With Biorad Medisys

Shareholders are encouraged to vote FOR Proposals 1, 2, and 3 by Calling 1-877-750-8310

IRVINE, Calif., July 21, 2025 (GLOBE NEWSWIRE) -- 庐 (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health solutions company, today announced it will host a Special Meeting of Stockholders of ReShape Lifesciences Inc. to be held at 11:30 am ET on July 24, 2025.

After a thorough strategic review, the ReShape Board of Directors unanimously determined that a merger with Vyome Therapeutics, Inc. (Vyome), a private clinical-stage company targeting immuno-inflammatory and rare diseases, and a simultaneous sale of ReShape鈥檚 assets to Ninjour Health International Limited, an affiliate of Biorad Medisys, Pvt. Ltd. (together, Biorad), are advisable and in the best interests of ReShape and its stockholders. Additionally, the independent proxy advisory firms ISS and Glass Lewis both recently issued recommendations in favor of Proposals 1, 2 and 3.

Addressing the Company鈥檚 shareholders, Paul F. Hickey, President and Chief Executive Officer of ReShape Lifesciences, noted, 鈥淵our 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.鈥� 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鈥檚 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. Additionally, we are grateful to our Series C preferred stockholders for substantially reducing their liquidation preference, enabling our common stockholders to better realize the potential value of the merger. 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.鈥�

鈥淲e believe this transaction will allow us to unlock the full potential of Vyome鈥檚 pipeline by focusing on advancing the development of the combined company鈥檚 immune-inflammatory assets and identifying additional opportunities between the world-class Indian innovation corridor and the U.S. market,鈥� stated 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.鈥�

To successfully execute ReShape鈥檚 transformation, it is imperative that stockholders vote in favor of each proxy proposal on the agenda. The proposals - including Proposals 1, 2, and 3 鈥� would approve:

1. The issuance of shares of ReShape common stock in connection with the transaction.
2. The sale of substantially all of ReShape鈥檚 assets to Biorad.
3. Certain amendments to ReShape鈥檚 certificate of incorporation to facilitate the proposed post-closing board composition of the company.

Those who have not voted should vote today. Those who voted against Proposals 1, 2, or 3 are asked to please reconsider their votes based on the factors described in this press release.

The proxy statement for the Special Meeting of Stockholders of ReShape filed on June 24, 2025 contains important information and this press release should be read in conjunction with the proxy statement, which, along with other relevant materials, is available at no charge at the U.S. Securities and Exchange Commission鈥檚 website and at the Company鈥檚 website .

Shareholders can vote by telephone, or via the Internet.
Please follow the easy instructions on the proxy card or voting instruction form previously sent.

For any questions or assistance in voting
shares, please call our proxy solicitor,

INNISFREE M&A INCORPORATED
TOLL-FREE, at 1-877-750-8310.

About Vyome
Vyome Therapeutics is building a healthcare platform spanning the US-India innovation corridor. Vyome鈥檚 immediate focus is leveraging its clinical-stage assets to transform the lives of patients with immune-inflammatory conditions. By applying groundbreaking science and its unique positioning across the US-India innovation corridor, Vyome seeks to deliver lasting value to shareholders in a hyper cost-efficient manner while upholding global standards of quality and safety. Based in Cambridge, MA, the company has announced its intent to be listed on the Nasdaq exchange under the ticker 鈥楬IND鈥� pursuant to a reverse merger with ReShape Lifesciences Inc. (Nasdaq: RSLS) in early 2025. To learn more, please visit聽

About Biorad Medisys
Biorad Medisys Pvt. Ltd.庐 is a rapidly growing med-tech company dedicated to redefining healthcare standards with precision-engineered medical devices backed by rigorous scientific research. It operates three business units 鈥� Indovasive, Orthovasive and Neurovasive. Indovasive offers consumables and equipment in Urology and Gastroenterology. The Orthovasive segment sells a complete range of Knee and Hip implants for both Primary and Revision surgeries. It has recently forayed into Neurovascular BU for selling a wide portfolio of products in peripheral vascular, neurovascular and rehabilitation segments. It has two manufacturing facilities in India and is currently exporting to 50+ countries. To realize its global expansion strategy, it recently acquired a Swiss based company, Marflow, which specializes in commercialization of products in Urology & Gastroenterology.

About ReShape Lifesciences庐
ReShape Lifesciences庐 is America鈥檚 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庐 System 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. The investigational Diabetes Bloc-Stim Neuromodulation鈩� (DBSN鈩�) system utilizes a proprietary vagus nerve block and stimulation technology platform for the treatment of type 2 diabetes and metabolic disorders. The Obalon庐 balloon technology is a non-surgical, swallowable, gas-filled intra-gastric balloon that is designed to provide long-lasting weight loss. For more information, please visit .

Forward-Looking Safe Harbor Statement
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 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. 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.

Additional Information

In connection with the proposed merger with Vyome (the 鈥淢erger鈥�) and sale of assets to Ninjour Health International Limited, an affiliate of Biorad Medisys Pvt. Ltd. (the 鈥淎sset Sale鈥�), ReShape filed with the SEC on June聽24, 2025 and mailed or otherwise provided to its stockholders the joint proxy statement/prospectus (the 鈥渏oint proxy statement/prospectus鈥�) and other relevant documents in connection with the proposed Merger and Asset Sale. Before making a voting decision, ReShape鈥檚 stockholders are urged to read the joint proxy statement/prospectus and any other documents filed by ReShape with the SEC in connection with the proposed Merger and Asset Sale or incorporated by reference therein carefully and in their entirety because they contain important information about ReShape, Vyome and the proposed transactions. Investors and stockholders may obtain a free copy of these materials and other documents filed by ReShape with the SEC at the SEC鈥檚 website at www.sec.gov, at ReShape鈥檚 website at www.reshapelifesciences.com, or by sending a written request to ReShape at 18 Technology Drive, Suite聽110,聽Irvine, California 92618, Attention: Corporate Secretary.

CONTACTS
ReShape Lifesciences Investor Contact:
Paul F. Hickey
President and Chief Executive Officer
949-276-7223

Investor Relations Contact:

Michael Miller
(917)-633-6086