RSLS ReShape Lifesciences Inc

Vyome Therapeutics, a clinical-stage healthcare company targeting immuno-inflammatory and rare diseases in the US and global markets with large market potential, announced today that it has signed a merger agreement with ReShape Lifesciences (Nasdaq: RSLS). Upon closing, it is anticipated that the post-merger entity, will be renamed Vyome Holdings, Inc., and continue to have its common stock traded on Nasdaq under the new ticker symbol “HIND”, an ancient name for India, an integral part of Vyome’s identity.

Anchored in part by Dr. Ranjan Pai, Chairman of the Manipal Education and Medical Group (MEMG), and investors affiliated with Remus Capital and Iron Pillar, certain of the Company’s stockholders have, simultaneously with the execution of the merger agreement, committed to a minimum $7.3 million private placement in the combined company and its subsidiaries, that may be upsized through additional investments, to close concurrently with the merger. Based on the Company’s anticipated cash flow projections, it will have adequate liquidity on hand to self-fund into the second half of 2025. Vyome plans to deploy the capital raised through the private placement to unlock significant value in its pipeline of immuno-inflammatory assets and intends to use its public market position to capitalize on the growing relationships between the U.S. and India in both innovation and commercialization.

“We have a very promising pipeline with potential near-term catalysts treating unmet rare and immune-inflammatory diseases,” said Dr. Shiladitya Sengupta, co-founder of Vyome, an associate professor of medicine at Harvard Medical School, researcher at MIT, and a top graduate of India’s #1-ranked medical school, AIIMS. “We are leveraging world-class research at much lower R&D costs to solve tangible unsolved real-world problems with large US market opportunities; this combination is our competitive advantage. We are grateful to investors who are supporting our continued efforts in making meaningful impact in patient lives.”

As part of this transaction, Vyome is pleased to announce that Ambassador Frank Wisner will be joining its Board of Directors at closing. Ambassador Wisner brings his extensive experience in business, international law, and global political relations to the Company. His diplomatic career spans four decades as a U.S. ambassador, including his most recent appointment to India.

“India is the world’s greatest growth story, full stop. We are excited about using our public platform to find and unlock further opportunities between the world-class Indian innovation corridor and the U.S. market. We have unique access in this corridor and look forward to building on our existing assets,” said Krishna Gupta, current Director of Vyome and to be appointed Chairman of the combined company. “I’m also thankful to Ambassador Wisner for agreeing to bring his wisdom, network, and understanding of India to our board – India is already one of the world’s most vibrant countries with a deep and growing healthcare expertise and will become a bigger player in the decade to come.”

“We are pleased to have completed the merger agreement and are confident we can operate efficiently to unlock key value milestones from our pipeline,” said Venkat Nelabhotla, President & Chief Executive Officer of Vyome.

Chardan is serving as financial advisor to Vyome and Sichenzia Ross Ference Carmel LLP is acting as its legal counsel for both the merger and the concurrent financing transaction. Maxim Group LLC is serving as financial advisor to ReShape and Fox Rothschild LLP is acting as its legal counsel.

Under the terms of the merger agreement, a newly formed wholly owned subsidiary of ReShape will merge with and into Vyome, with Vyome continuing as the surviving corporation and wholly owned subsidiary of ReShape.

The closing of the merger is subject to certain closing conditions including, among other things, approval by the stockholders of ReShape and Vyome, the Securities and Exchange Commission declaring effective ReShape’s registration statement registering the shares to be issued in connection to the merger, and the Nasdaq Stock Market's approval of the continued listing of the common stock of the combined company.

Additional details along with the merger agreement can be found in ReShape’s current report on Form 8-K which was filed with the Securities and Exchange Commission on July 9, 2024.

Companies with ties to India that have world-class deep tech innovation and that wish to partner with Vyome to unlock value and further access the U.S. markets should reach out to corpdev@vyometx.com

JAI HIND!

About Vyome Therapeutics

Vyome Therapeutics, Inc. is a clinical stage specialty pharmaceutical company working to treat immuno-inflammatory diseases of unmet need with next-generation therapeutic solutions. Its portfolio of therapeutic assets has been identified and developed to address validated targets with novel formulations for site-targeted applications. Vyome has assembled a world-class team of scientific and business development experts, leveraging its comparative advantage in the Indian innovation corridor; its team has a track record of conducting scientific research recognized in top U.S. journals, developing breakthrough products, and executing on a sustainable commercial strategy. Vyome is based in Cambridge, Massachusetts.

Forward-Looking Statements

Certain statements made in this press release are “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use of words such as “target,” “believe,” “expect,” “will,” “shall,” “may,” “anticipate,” “estimate,” “would,” “positioned,” “future,” “forecast,” “intend,” “plan,” “project,” “outlook”, and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Examples of forward-looking statements include, among others, statements made in this report regarding the merger, including the benefits of the merger, revenue opportunities, anticipated future financial and operating performance, and results, including estimates for growth, and the expected timing of the merger. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on management’s current beliefs, expectations, and assumptions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of Vyome’s control. Actual results and outcomes may differ materially from those indicated in the forward-looking statements. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results and outcomes to differ materially from those indicated in the forward-looking statements include, among others, the following: (a) the occurrence of any event, change, or other circumstances that could give rise to the termination of the merger; (b) failure to obtain the necessary consents and approvals, including the approval of Reshape’s stockholders; (c) the inability to complete the Merger or satisfy other closing conditions; (d) the risk that the merger disrupts current plans and operations as a result of the announcement and consummation of the merger; (e) the approval of the continued listing application of Reshape to have the common stock of the combined company continue to be traded on Nasdaq; (f) costs related to the merger; and (g) changes in applicable laws or regulations. Vyome cautions that the foregoing list of factors is not exhaustive. Vyome cautions readers not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Vyome does not undertake or accept any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements to reflect any change in its expectations or any change in events, conditions, or circumstances on which any such statement is based, whether as a result of new information, future events, or otherwise, except as may be required by applicable law.

For any inquiries, please reach out to:

Krishna Gupta (kkg@remusgroup.com)