aibioReShape Lifesciences (now Vyome Holdings) sets up $9,700,000 at-the-market program
Tickers HIND
Maxim Group LLC is the exclusive sales agent for up to $9,700,000 of stock, for a 3.0% commission. Two days earlier, Nasdaq had determined to delist ReShape, whose stockholders' equity was $1.2 million at March 31, 2025.
Key facts
- Company
- Vyome Holdings, Inc. (NASDAQ: HIND)
- News type
- Financings
- Primary source
- Vyome Holdings, Inc. 8-K (2025-05-30)
The program
ReShape Lifesciences Inc., now named Vyome Holdings, Inc., entered into an Equity Distribution Agreement with Maxim Group LLC on May 30, 2025. Maxim is the exclusive sales agent for up to $9,700,000 of common stock sold in an at-the-market offering. The shares are sold under a Form S-3 shelf registration, File No. 333-287168, and a prospectus supplement that supplements a prospectus dated May 14, 2025.
Maxim earns 3.0% of the gross proceeds from any shares it sells. The company agreed to reimburse Maxim's counsel up to $50,000 for setting up the program and $3,000 for each due diligence update session.
The prospectus supplement says sales may be made by any method deemed an at-the-market offering under Rule 415 or in privately negotiated transactions. It also says that while the company's public float stays below $75 million, it may not sell more than one-third of that float in any 12-month period under this kind of registration.
Who is named
Fox Rothschild LLP, of Minneapolis, Minnesota, will issue the legal opinion on the validity of the shares. Ellenoff Grossman & Schole LLP represented the sales agent. Haskell & White LLP audited the consolidated financial statements for the year ended December 31, 2024. Its report includes an explanatory paragraph on substantial doubt about the company's ability to continue as a going concern. The filings name no other underwriter.
The Nasdaq notice
The prospectus supplement says that on May 28, 2025 the company received a written notice from Nasdaq's Listing Qualifications Department that Nasdaq has determined to delist its securities. Nasdaq first notified the company on November 25, 2024 that it did not meet the minimum $2,500,000 stockholders' equity requirement under Listing Rule 5550(b). Nasdaq extended the deadline to May 27, 2025, then found the company had not met the extension's terms.
Unless the company requests an appeal by June 4, 2025, trading will be suspended at the opening of business on June 6, 2025, and a Form 25-NSE will be filed to remove the securities from Nasdaq. The company says it intends to appeal to a hearings panel, which would stay the suspension. It adds that it cannot guarantee the panel will grant continued listing.
As of March 31, 2025, the company's stockholders' equity was $1.2 million, against the $2.5 million minimum.
The merger and the asset sale
On July 8, 2024 the company agreed to a merger with Vyome Therapeutics, Inc. and Raider Lifesciences Inc., a merger subsidiary. The merger depends on Nasdaq approving a new listing application for the combined company, which would change its name to Vyome Holdings, Inc.
The company also signed an asset purchase agreement, amended on April 25, 2025, with Ninjour Health International Limited, a United Kingdom company that is an affiliate of Biorad Medisys Pvt. Ltd. Under it, the company would sell substantially all of its assets, excluding cash, to Biorad for $2.25 million in cash, with Biorad assuming substantially all liabilities. Biorad already holds an exclusive license to the Obalon Gastric Balloon System under a September 19, 2023 agreement.
Dilution and the use of proceeds
The company says it will use the net proceeds for working capital and general corporate purposes, including expenses tied to the Vyome merger and the sale to Biorad. It says management will have broad discretion over the money and has not yet decided how to allocate it.
The dilution section gives a pro forma net tangible book value of about $2.3 million, or $3.18 per share, at March 31, 2025. It then models the full $9.7 million sold at $4.58 a share, the May 28, 2025 closing price, which gives a pro forma as adjusted figure of $11.7 million, or $4.08 per share and immediate dilution of $0.50 per share to new investors. The prospectus also says there can be no assurance the company will sell any shares under the program.
What comes next
The next dates are the June 4 appeal deadline and the June 6 suspension date, unless the hearings panel stays the suspension. The filings do not say whether the Biorad sale or the Vyome merger will close before the hearing, and they give no timeline for the Nasdaq listing application.