ReShape Lifesciences® Reports Third Quarter Ended September 30, 2024 Financial Results and Provides Corporate Update
ReShape Lifesciences (RSLS) reported Q3 2024 financial results, showing revenue growth of 16.6% over Q2 2024 and 6.4% year-over-year to $2.3 million. The company achieved a 40.6% reduction in operating expenses for the first nine months of 2024 compared to 2023. Gross profit margin improved to 62.8% in Q3 2024. The company entered into a merger agreement with Vyome Therapeutics and an asset purchase agreement with Biorad Medisys for $5.16 million. ReShape also completed a 1-for-58 reverse stock split and regained Nasdaq compliance.
ReShape Lifesciences (RSLS) ha riportato i risultati finanziari del terzo trimestre del 2024, mostrando una crescita dei ricavi del 16,6% rispetto al secondo trimestre del 2024 e del 6,4% su base annua, raggiungendo i 2,3 milioni di dollari. L'azienda ha ottenuto una riduzione del 40,6% delle spese operative nei primi nove mesi del 2024 rispetto al 2023. Il margine di profitto lordo è migliorato al 62,8% nel terzo trimestre del 2024. L'azienda ha stipulato un accordo di fusione con Vyome Therapeutics e un accordo di acquisto di beni con Biorad Medisys per 5,16 milioni di dollari. ReShape ha anche completato una scissione azionaria inversa in un rapporto di 1 a 58, recuperando la compliance con Nasdaq.
ReShape Lifesciences (RSLS) informó los resultados financieros del tercer trimestre de 2024, mostrando un crecimiento de los ingresos del 16,6% en comparación con el segundo trimestre de 2024 y un 6,4% en comparación interanual, alcanzando los 2,3 millones de dólares. La compañía logró una reducción del 40,6% en los gastos operativos durante los primeros nueve meses de 2024 en comparación con 2023. El margen de beneficio bruto mejoró al 62,8% en el tercer trimestre de 2024. La compañía firmó un acuerdo de fusión con Vyome Therapeutics y un acuerdo de compra de activos con Biorad Medisys por 5,16 millones de dólares. ReShape también completó una división de acciones inversa de 1 por 58 y recuperó la conformidad con Nasdaq.
ReShape Lifesciences (RSLS)는 2024년 3분기 재무 결과를 보고하며, 2024년 2분기 대비 16.6%, 전년 대비 6.4% 성장한 230만 달러의 매출 성장을 발표했습니다. 회사는 2023년 대비 2024년 첫 9개월 동안 운영 비용을 40.6% 줄였습니다. 총 이익률은 2024년 3분기 62.8%로 개선되었습니다. 회사는 Vyome Therapeutics와 인수 합병 계약을 체결하고, Biorad Medisys와 516만 달러에 자산 매매 계약을 체결했습니다. ReShape는 또한 1대 58의 역주식 분할을 완료하고 Nasdaq 규정을 회복했습니다.
ReShape Lifesciences (RSLS) a annoncé les résultats financiers du troisième trimestre 2024, montrant une croissance des revenus de 16,6% par rapport au deuxième trimestre 2024 et de 6,4% d'une année sur l'autre, atteignant 2,3 millions de dollars. L'entreprise a réalisé une réduction de 40,6% de ses dépenses d'exploitation au cours des neuf premiers mois de 2024 par rapport à 2023. La marge brute s'est améliorée à 62,8% au troisième trimestre 2024. L'entreprise a conclu un accord de fusion avec Vyome Therapeutics et un accord d'achat d'actifs avec Biorad Medisys pour 5,16 millions de dollars. ReShape a également effectué une opération de regroupement d'actions de 1 pour 58 et a retrouvé la conformité avec le Nasdaq.
ReShape Lifesciences (RSLS) hat die finanziellen Ergebnisse für das 3. Quartal 2024 veröffentlicht und ein Umsatzwachstum von 16,6% im Vergleich zum 2. Quartal 2024 sowie 6,4% im Jahresvergleich auf 2,3 Millionen Dollar gezeigt. Das Unternehmen erzielte im Vergleich zu 2023 eine Reduzierung der Betriebskosten um 40,6% in den ersten neun Monaten von 2024. Die Bruttomarge verbesserte sich im 3. Quartal 2024 auf 62,8%. Das Unternehmen trat in einen Fusionsvertrag mit Vyome Therapeutics und einen Asset-Kaufvertrag mit Biorad Medisys über 5,16 Millionen Dollar ein. ReShape hat auch einen 1-für-58 Reverse-Stock-Split abgeschlossen und die Nasdaq-Konformität wiedererlangt.
- Revenue increased 16.6% quarter-over-quarter and 6.4% year-over-year to $2.3 million
- Operating expenses reduced by 40.6% in first nine months of 2024
- Gross profit margin improved to 62.8% from 59.8% year-over-year
- Secured $5.16 million asset sale agreement with Biorad Medisys
- Regained Nasdaq compliance following reverse stock split
- Nine-month revenue declined 7.4% year-over-year
- Common stockholders will own only 11.1% of combined company post-merger
- Working capital reduced to $1.3 million with only $0.8 million in cash
- Issued convertible note of $833,333.34 to institutional investor
Insights
The Q3 2024 results show mixed signals for ReShape Lifesciences. Revenue increased 16.6% sequentially and 6.4% year-over-year to
The pending merger with Vyome Therapeutics and asset sale to Biorad for
The approval of Lap-Band® 2.0 FLEX in Canada and the
The company's ability to maintain revenue growth despite intense competition from GLP-1 weight loss drugs demonstrates some resilience in their current product portfolio. Yet, the strategic decision to divest these assets suggests challenges in competing long-term in the weight loss device market against pharmaceutical alternatives.
Revenue Increased
Significant Reduction in Overall Operating Expenses of
Entered into Merger Agreement With Vyome Therapeutics and Asset Purchase Agreement with Biorad Medisys
Conference Call to be Held at 4:30 pm ET Today, November 14, 2024
IRVINE, Calif., Nov. 14, 2024 (GLOBE NEWSWIRE) -- ReShape Lifesciences Inc. (Nasdaq: RSLS), the premier physician-led weight loss and metabolic health-solutions company, today reported financial results for the third quarter ended September 30, 2024 and provided a corporate strategic update.
Third Quarter 2024 and Subsequent Highlights
- November: Revenue increased for the third consecutive quarter and over the prior year despite continued pressures from nationwide marketing and adoption of GLP-1 pharmaceutical weight-loss alternatives.
- November: Received approval from Health Canada for the next-generation Lap-Band® 2.0 FLEX through an updated Medical Device License.
- November: Awarded an approximately
$241,000 supplementary grant from the National Institutes of Health (NIH), with the University of Southern California’s Center for Autonomic Nerve Recording and Stimulation Systems (CARSS), for the development of the next-generation electrodes for ReShape’s Diabetes Bloc-Stim Neuromodulation™ (DBSN™) device. - October: Entered into a securities purchase agreement (SPA) with an institutional investor. Pursuant to the SPA, ReShape agreed to issue the investor a senior secured convertible note in the aggregate original principal amount of
$833,333.34 , and also issue to the investor 7,983 shares of ReShape common stock. - September: Effected a 1-for-58 reverse stock split of the company’s common stock, which was effective for trading purposes upon the commencement of trading on September 23, 2024.
- July 2024: Entered into a definitive merger agreement with Vyome Therapeutics, Inc., a private clinical-stage company targeting immuno-inflammatory and rare diseases, under which ReShape and Vyome will combine in an all-stock transaction. Under the terms of the merger agreement, which has been unanimously approved by the boards of directors of both companies, existing ReShape stockholders will own approximately
11.1% of the combined company immediately following the closing of the merger, subject to adjustment based on ReShape’s actual net cash at closing compared to a target, net cash amount of$5 million .
Simultaneously with the execution of the merger agreement, ReShape entered into an asset purchase agreement with Biorad Medisys, Pvt. Ltd., which is party to a previously disclosed exclusive license agreement with ReShape for ReShape’s Obalon® Gastric Balloon System. Pursuant to the asset purchase agreement, ReShape will sell substantially all of its assets to Biorad (or an affiliate thereof), including ReShape’s Lap-Band® System, Obalon® Gastric Balloon System and the Diabetes Bloc-Stim Neuromodulation™ (DBSN™) System (but excluding cash), and Biorad will assume substantially all of ReShape’s liabilities, for a purchase price of$5.16 million in cash, subject to adjustment based on ReShape’s actual accounts receivable and accounts payable at the closing compared to such amounts as of March 31, 2024. The cash purchase price under the asset purchase agreement will count toward ReShape’s net cash for purposes of determining the post-merger ownership allocation between ReShape and Vyome stockholders under the merger agreement.
“During the third quarter, our revenues continued to rebound, increasing
“As previously reported, in July, we coordinated a merger agreement with Vyome Therapeutics and a concurrent asset purchase agreement with Biorad, successfully maximizing value for our stockholders. This resulted from the exclusive engagement of Maxim Group LLC last December to initiate a high-priority search for synergistic merger and acquisition opportunities. After thoroughly evaluating various strategic options and discussing a variety of potential mergers and acquisitions, our board unanimously recommended merging with Vyome and concurrently selling assets to Biorad. We believe this merger will unlock significant value for our shareholders in the newly combined entity. Furthermore, we are grateful to our Series C preferred stockholders for lowering their liquidation preference, allowing our common stockholders to benefit from the merger's potential. It is worth noting that, in October, we regained compliance with Nasdaq after effecting a 1-for-58 reverse stock split in September, which was a critical component for the merger with Vyome. I remain very excited about the shareholder value and growth potential resulting from these transactions.”
Third Quarter and Nine Months Ended September 30, 2024, Financial and Operating Results
Revenue totaled
Revenue totaled
Gross Profit for the three months ended September 30, 2024, was
Sales and Marketing Expenses for the three months ended September 30, 2024, decreased by
General and Administrative Expenses for the three months ended September 30, 2024, increased by
General and administrative expenses for the nine months ended September 30, 2024, decreased by
Research and Development Expenses for the three months ended September 30, 2024, decreased by
Cash and Cash Equivalents As of September 30, 2024, the Company had net working capital of approximately
A full discussion of the Company’s financials is available in our Third Quarter 2024 Form 10-Q Report, filed with the Securities and Exchange Commission.
Conference Call Information
Management will host a conference call to discuss ReShape’s financial and operational results on Thursday, November 14 at 4:30 pm ET. Krishna K. Gupta, Chairman of Vyome Therapeutics, will also join the call to discuss Vyome’s strategy. To participate in the conference call please register with the following Registration Link, and dial-in details will be provided. Participants using this feature are requested to dial into the conference call fifteen minutes ahead of time to avoid delays.
An archived replay will also be available on the “Events and Presentations” section of ReShape’s website at: https://ir.reshapelifesciences.com/events-and-presentations.
About ReShape Lifesciences®
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® 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™ (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. For more information, please visit www.reshapelifesciences.com.
Non-GAAP Disclosures
In addition to the financial information prepared in conformity with GAAP, we provide certain historical non-GAAP financial information. Management believes that these non-GAAP financial measures assist investors in making comparisons of period-to-period operating results.
Management believes that the presentation of this non-GAAP financial information provides investors with greater transparency and facilitates comparison of operating results across a broad spectrum of companies with varying capital structures, compensation strategies, and amortization methods, which provides a more complete understanding of our financial performance, competitive position, and prospects for the future. However, the non-GAAP financial measures presented in this release have certain limitations in that they do not reflect all of the costs associated with the operations of our business as determined in accordance with GAAP. Therefore, investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. Further, the non-GAAP financial measures presented by the company may be different from similarly named non-GAAP financial measures used by other companies.
Adjusted EBITDA
Management uses Adjusted EBITDA in its evaluation of the company’s core results of operations and trends between fiscal periods and believes that these measures are important components of its internal performance measurement process. Adjusted EBITDA is defined as net loss before interest, taxes, depreciation and amortization, stock-based compensation, and other one-time costs. Management uses Adjusted EBITDA in its evaluation of the company’s core results of operations and trends between fiscal periods and believes that these measures are important components of its internal performance measurement process. Therefore, investors should consider non-GAAP financial measures in addition to, and not as a substitute for, or as superior to, measures of financial performance prepared in accordance with GAAP. Further, the non-GAAP financial measures presented by the company may be different from similarly named non-GAAP financial measures used by other companies.
Additional Information
In connection with the proposed Merger and Asset Sale, ReShape plans to file with the Securities and Exchange Commission (the “SEC”) and mail or otherwise provide to its stockholders a joint proxy statement/prospectus and other relevant documents in connection with the proposed Merger and Asset Sale. Before making a voting decision, ReShape’s 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 when they become available because they will contain important information about ReShape, Vyome and the proposed transactions. Investors and stockholders may obtain a free copy of these materials (when they are available) and other documents filed by ReShape with the SEC at the SEC’s website at www.sec.gov, at ReShape’s website at www.reshapelifesciences.com, or by sending a written request to ReShape at 18 Technology Drive, Suite 110, Irvine, California 92618, Attention: Corporate Secretary.
Participants in the Solicitation
This document does not constitute a solicitation of proxy, an offer to purchase or a solicitation of an offer to sell any securities of ReShape and its directors, executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from its stockholders in connection with the proposed Merger and Asset Sale. Information regarding the persons who may, under the rules of the SEC, be considered to be participants in the solicitation of ReShape’s stockholders in connection with the proposed Merger and Asset Sale will be set forth in joint proxy statement/prospectus if and when it is filed with the SEC by ReShape and Vyome. Security holders may obtain information regarding the names, affiliations and interests of ReShape’s directors and officers in ReShape’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on April 1, 2024. To the extent the holdings of ReShape securities by ReShape’s directors and executive officers have changed since the amounts set forth in ReShape’s proxy statement for its most recent annual meeting of stockholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Additional information regarding these individuals and any direct or indirect interests they may have in the proposed Merger and Asset Sale will be set forth in the joint proxy statement/prospectus when and if it is filed with the SEC in connection with the proposed Merger and Asset Sale, at ReShape’s website at www.reshapelifesciences.com.
Forward-Looking Statements
Certain statements contained in this filing may be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding the Merger and Asset Sale and the ability to consummate the Merger and Asset Sale. These forward-looking statements generally include statements that are predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,” “anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,” “future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,” or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they are made, and ReShape undertakes no obligation to update any of them publicly in light of new information or future events. Actual results could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation: (1) ReShape may be unable to obtain stockholder approval as required for the proposed Merger and Asset Sale; (2) conditions to the closing of the Merger or Asset Sale may not be satisfied; (3) the Merger and Asset Sale may involve unexpected costs, liabilities or delays; (4) ReShape’s business may suffer as a result of uncertainty surrounding the Merger and Asset Sale; (5) the outcome of any legal proceedings related to the Merger or Asset Sale; (6) ReShape may be adversely affected by other economic, business, and/or competitive factors; (7) the occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement or Asset Purchase Agreement; (8) the effect of the announcement of the Merger and Asset Purchase Agreement on the ability of ReShape to retain key personnel and maintain relationships with customers, suppliers and others with whom ReShape does business, or on ReShape’s operating results and business generally; and (9) other risks to consummation of the Merger and Asset Sale, including the risk that the Merger and Asset Sale will not be consummated within the expected time period or at all. Additional factors that may affect the future results of ReShape are set forth in its filings with the SEC, including ReShape’s most recently filed Annual Report on Form 10-K, subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on the SEC’s website at www.sec.gov, specifically under the heading “Risk Factors.” The risks and uncertainties described above and in ReShape’s most recent Annual Report on Form 10-K are not exclusive and further information concerning ReShape and its business, including factors that potentially could materially affect its business, financial condition or operating results, may emerge from time to time. Readers are urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking statements. Readers should also carefully review the risk factors described in other documents that ReShape files from time to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required by law, ReShape assumes no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future.
CONTACTS:
ReShape Lifesciences Contact:
Paul F. Hickey
President and Chief Executive Officer
949-276-7223
ir@ReShapeLifesci.com
Investor Relations Contact:
Rx Communications Group
Michael Miller
(917)-633-6086
mmiller@rxir.com
| RESHAPE LIFESCIENCES INC. Consolidated Balance Sheets (dollars in thousands; unaudited) | |||||||
| September 30, | December 31, | ||||||
| 2024 | 2023 | ||||||
| ASSETS | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 743 | $ | 4,459 | |||
| Restricted cash | 100 | 100 | |||||
| Accounts and other receivables | 1,344 | 1,659 | |||||
| Inventory | 2,934 | 3,741 | |||||
| Prepaid expenses and other current assets | 217 | 337 | |||||
| Total current assets | 5,338 | 10,296 | |||||
| Property and equipment, net | 43 | 60 | |||||
| Operating lease right-of-use assets | 177 | 250 | |||||
| Deferred tax asset, net | 28 | 28 | |||||
| Other assets | 29 | 29 | |||||
| Total assets | $ | 5,615 | $ | 10,663 | |||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
| Current liabilities: | |||||||
| Accounts payable | $ | 2,105 | $ | 1,689 | |||
| Accrued and other liabilities | 1,643 | 1,814 | |||||
| Warranty liability, current | 163 | 163 | |||||
| Operating lease liabilities, current | 114 | 111 | |||||
| Total current liabilities | 4,025 | 3,777 | |||||
| Operating lease liabilities, noncurrent | 77 | 151 | |||||
| Common stock warrant liability | 26 | 72 | |||||
| Total liabilities | 4,128 | 4,000 | |||||
| Commitments and contingencies (Note 10) | |||||||
| Stockholders’ equity: | |||||||
| Preferred stock, 10,000,000 shares authorized: | |||||||
| Series C convertible preferred stock | — | — | |||||
| Common stock, | — | — | |||||
| Additional paid-in capital | 642,518 | 642,325 | |||||
| Accumulated deficit | (640,943 | ) | (635,574 | ) | |||
| Accumulated other comprehensive loss | (88 | ) | (88 | ) | |||
| Total stockholders’ equity | 1,487 | 6,663 | |||||
| Total liabilities and stockholders’ equity | $ | 5,615 | $ | 10,663 | |||
| RESHAPE LIFESCIENCES INC. Consolidated Statements of Operations (dollars in thousands; unaudited) | |||||||||||||||
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| Revenue | $ | 2,292 | $ | 2,155 | $ | 6,201 | $ | 6,696 | |||||||
| Cost of revenue | 853 | 867 | 2,463 | 2,990 | |||||||||||
| Gross profit | 1,439 | 1,288 | 3,738 | 3,706 | |||||||||||
| Operating expenses: | |||||||||||||||
| Sales and marketing | 719 | 1,791 | 2,408 | 6,150 | |||||||||||
| General and administrative | 2,082 | 2,058 | 6,074 | 8,724 | |||||||||||
| Research and development | 399 | 542 | 1,282 | 1,576 | |||||||||||
| Impairment of long-lived assets | — | 777 | — | 777 | |||||||||||
| Gain on disposal of assets, net | — | — | — | (33 | ) | ||||||||||
| Total operating expenses | 3,200 | 5,168 | 9,764 | 17,194 | |||||||||||
| Operating loss | (1,761 | ) | (3,880 | ) | (6,026 | ) | (13,488 | ) | |||||||
| Other expense (income), net: | |||||||||||||||
| Interest income, net | — | (5 | ) | (13 | ) | (9 | ) | ||||||||
| Loss (gain) on changes in fair value of liability warrants | (27 | ) | (412 | ) | (46 | ) | (3,850 | ) | |||||||
| Gain on extinguishment of debt | — | — | (429 | ) | — | ||||||||||
| Loss (gain) on foreign currency exchange, net | (50 | ) | 68 | (10 | ) | 47 | |||||||||
| Other | (109 | ) | — | (193 | ) | (8 | ) | ||||||||
| Loss before income tax provision | (1,575 | ) | (3,531 | ) | (5,335 | ) | (9,668 | ) | |||||||
| Income tax expense | 6 | 3 | 34 | 21 | |||||||||||
| Net loss | $ | (1,581 | ) | $ | (3,534 | ) | $ | (5,369 | ) | $ | (9,689 | ) | |||
| Net loss per share - basic and diluted: | |||||||||||||||
| Net loss per share - basic and diluted | $ | (3.11 | ) | $ | (59.36 | ) | $ | (11.94 | ) | $ | (199.98 | ) | |||
| Shares used to compute basic and diluted net loss per share | 508,851 | 59,538 | 449,614 | 48,451 | |||||||||||
The following table contains a reconciliation of GAAP net loss to non-GAAP net loss Adjusted EBITDA attributable to common stockholders for the three months ended September 30, 2024 and 2023 (in thousands):
| Three Months Ended September 30, | Nine Months Ended September 30, | ||||||||||||||
| 2024 | 2023 | 2024 | 2023 | ||||||||||||
| GAAP net loss | $ | (1,581 | ) | $ | (3,534 | ) | $ | (5,369 | ) | $ | (9,689 | ) | |||
| Adjustments: | |||||||||||||||
| Interest (income) expense, net | — | (5 | ) | (13 | ) | (9 | ) | ||||||||
| Income tax expense (benefit) | 6 | 3 | 34 | 21 | |||||||||||
| Depreciation and amortization | 6 | 50 | 17 | 147 | |||||||||||
| Stock-based compensation expense | 32 | 216 | 169 | 656 | |||||||||||
| Gain on disposal of assets, net | — | — | — | (33 | ) | ||||||||||
| Impairment of long-lived assets | — | 777 | — | 777 | |||||||||||
| Loss (Gain) on changes in fair value of liability warrants | (27 | ) | (412 | ) | (46 | ) | (3,850 | ) | |||||||
| Gain on extinguishment of debt | — | — | (429 | ) | — | ||||||||||
| Adjusted EBITDA | $ | (1,564 | ) | $ | (2,905 | ) | $ | (5,637 | ) | $ | (11,980 | ) | |||
FAQ
What was ReShape Lifesciences (RSLS) revenue growth in Q3 2024?
How much will ReShape (RSLS) shareholders own after the Vyome merger?
What is the value of ReShape's (RSLS) asset sale to Biorad Medisys?
What was ReShape's (RSLS) gross profit margin in Q3 2024?
