ReShape And Vyome To Merge In All-stock Deal; ReShape To Substantially All Of Its Assets To Biorad

(RTTNews) - Metabolic health-solutions company ReShape Lifesciences (RSLS) and Vyome Therapeutics, Inc., announced Tuesday that they have entered into a definitive merger agreement under which ReShape and Vyome will combine in an all-stock transaction.

The combined company will focus on advancing the development of its immuno-inflammatory assets and on identifying additional opportunities between the world-class Indian innovation corridor and the U.S. market.

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.

At the closing of the merger, ReShape will be renamed Vyome Holdings, Inc. and expects to trade under the Nasdaq ticker symbol "HIND," representing the company's alignment with the U.S.-India relationship.

The board of directors of the combined company will be comprised of six directors designated by Vyome and one director designated by ReShape and executive management of the combined company will consist of Vyome's executive officers.

Simultaneously with the execution of the merger agreement, ReShape entered into an asset purchase agreement to sell substantially all of its assets to Biorad Medisys, Pvt. Ltd. for a purchase price of $5.16 million in cash.

The assets include ReShape's Lap-Band System, Obalon Gastric Balloon System and the Diabetes Bloc-Stim Neuromodulation (DBSN) System. Biorad will also assume substantially all of ReShape's liabilities.