ReShape Lifesciences (now Vyome Holdings) files NT 10-Q, delaying its first-quarter 10-Q

ReShape Lifesciences Inc. said on May 15, 2025 that it cannot file its quarterly report on Form 10-Q for the quarter ended March 31, 2025 on time. The company disclosed the late filing in a Form NT 10-Q. The notice says it needs more time to complete the compilation of information for its financial statements and related disclosures, including to reflect the reverse stock split it effected on May 9, 2025.

What the notice says

Form NT 10-Q, filed under Rule 12b-25, is a notice of late filing, not the report itself. ReShape says it is unable, without unreasonable effort or expense, to file the quarterly report within the prescribed time, and it expects to file within the additional period the rule allows. It checked the box saying the report will be filed on or before the fifth calendar day after the due date.

On the form, the company answered yes to whether all other periodic reports required in the preceding 12 months had been filed. It answered no to whether a significant change in results of operations from the year-earlier quarter would be reflected in the late report. The notice gives no revenue, loss or cash figures for the quarter.

The reverse split matters because the financial statements and disclosures in the 10-Q must reflect it. The notice ties the delay to that work and to the wider compilation of the report.

Going concern and the planned merger

The company's annual report, filed April 4, 2025, says ReShape does not have sufficient cash on hand to fund its current operations for more than 12 months from the date of filing. That condition raises substantial doubt about its ability to continue as a going concern.

The annual report says the company's anticipated operations include plans to merge with Vyome Therapeutics, Inc. and to sell certain assets to Biorad. It also plans to grow Lap-Band sales, introduce the Lap-Band 2.0 FLEX system and continue development of its Diabetes Bloc-Stim Neuromodulation device. The report says these plans do not alleviate the substantial doubt, because the plans cannot be deemed probable of being implemented. It adds that it may not obtain required regulatory approvals for the DBSN device in a cost-effective way.

The annual report also says the warrants issued in the company's February 2025 offering could be exercised on a zero exercise price basis, a point the filing ties to the going concern risk.

The business

In its annual report, ReShape describes itself as a "premier physician-led weight-loss solutions company." Its portfolio includes the Lap-Band system and the Lap-Band 2.0 FLEX system, for which the company says it received FDA approval during December 2023 and completed its first successful surgeries in early 2024.

The annual report says that in August 2022 Paul F. Hickey joined as President and Chief Executive Officer and that the company has pivoted its strategy since. It also says a 2024 cost reduction plan led to approximately 43% lower operating expenses in 2024 compared with the prior year, excluding one-time costs. It acknowledges headwinds from the marketing and adoption of GLP-1 receptor agonists, including Wegovy, Ozempic and Zepbound, and says early marketing metrics have helped increase Lap-Band procedures despite them.

Who signed

Thomas Stankovich, Chief Financial Officer, signed the NT 10-Q on May 15, 2025 and is named as the contact for the notice.

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