| Item 1.01 | Entry into a Material Definitive Agreement. |
On February 6, 2023, ReShape Lifesciences Inc.
(the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Maxim Group LLC as
the representative of the underwriters (the “Underwriter”) in connection with a firm commitment public offering (the “Offering”)
of 1,275,000 units (the “Units”) at a public offering price of $8.00 per Unit. Each Unit consists of one share of the Company’s
common stock, par value $0.001 per share (the “Common Stock”), and one warrant to purchase one and one-half shares of Common
Stock at an exercise price of $8.00 per whole share (the “Common Warrants”). The Common Warrants are immediately exercisable
on the date of issuance and expire on the five-year anniversary of the date of issuance. On or after the earlier of (i) the 30-day anniversary
of the issuance date of the Common Warrants and (ii) the date on which the aggregate composite trading volume of the Company’s Common
Stock as reported by Bloomberg L.P. beginning on the initial exercise date of the Common Warrants exceeds 4,500,000 shares, a holder of
Common Warrants may also provide notice and elect an “alternative cashless exercise” pursuant to which they would receive
an aggregate number of shares of Common Stock equal the product of (x) the aggregate number of shares of Common Stock that would be issuable
upon a cash exercise and (y) 0.50. For purposes of clarity, one Common Warrant to purchase one and one-half shares would be exercisable
for 0.75 shares under this alternative cashless exercise provision. The Company also offered to each purchaser of Units that would
otherwise result in the purchaser’s beneficial ownership exceeding 4.99% of the Company’s outstanding common stock immediately
following the consummation of the Offering the opportunity to purchase units consisting of one pre-funded warrant, with an exercise
price of $0.0001 per share (the “Pre-Funded Warrants”) (in lieu of one share of Common Stock), and one Common Warrant.
Pursuant to the terms of the Underwriting Agreement,
the Underwriter was also granted a 45-day option (the “Overallotment Option”) to purchase up to an additional 191,250 shares
of Common Stock and/or additional Common Warrants to purchase up to 286,875 shares of Common Stock (being up to 15% of the shares of Common
Stock (including shares underlying Pre-Funded Warrants) and/or up to 15% of the Common Warrants sold in the Offering), in any combination
thereof, at the public offering price per share of Common Stock and public offering price per Common Warrant, respectively, less underwriting
discounts and commissions, of which, Maxim Group LLC has exercised its option to purchase additional Common Warrants to purchase 286,875
shares of Common Stock.
The Offering is being made pursuant to the Company’s
Registration Statement on Form S-1, as amended (File No. 333-269207), which was declared effective by the Securities and Exchange Commission
(the “SEC”) on February 3, 2023, and an additional registration statement filed with
the SEC on February 3, 2023 pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The final prospectus relating
to the Offering was filed with the SEC on February 8, 2023 and may be obtained from the SEC’s website at http://www.sec.gov or from
Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, NY 10022, at (212) 895-3745.
The Company expects the net proceeds from the
Offering, excluding any exercise by the Underwriter of the Overallotment Option for the purchase of additional shares of Common Stock,
to be approximately $9.1 million, after deducting the underwriting discount and estimated offering expenses. The Company intends to use
the net proceeds from the Offering to continue implementation of its growth strategies, for working capital and general corporate purposes.
The Company also agreed to issue to the Underwriter
(or its permitted assignees) a warrant to purchase a number of shares of Common Stock equal to an aggregate of up to 5% of the total number
of securities sold in the Offering, including securities sold under the Overallotment Option, at an exercise price of $8.80 per share,
which is equal to 110% of the public offering price in the Offering.
The Underwriting Agreement contains customary
representations, warranties and agreements by the Company, customary indemnification obligations of the Company and the Underwriter, including
for liabilities under the Securities Act of 1933, as amended, and other obligations of the parties. The representations, warranties and
covenants contained in the Underwriting Agreement were made only for purposes of such agreement and as of specific dates and were solely
for the benefit of the parties to such agreement.
The foregoing summary description of the Underwriting
Agreement, Common Warrants and Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by the full text of
the Underwriting Agreement, form of Common Warrant and form of Pre-Funded Warrant, which are filed as Exhibits 1.1, 4.1 and 4.2 to this
Current Report on Form 8-K, respectively, and are incorporated herein by reference.