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UNITED STATES FORM 12b-25 NOTIFICATION OF LATE FILING |
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(Check one): |
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☐ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
☒ Form 10-Q |
☐ Form 10-D |
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☐ Form N-SAR |
☐ Form N-CSR |
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For Period Ended: |
March 31, 2019 |
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☐ Transition Report on Form 10-K |
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☐ Transition Report on Form 20-F |
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☐ Transition Report on Form 11-K |
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☐ Transition Report on Form 10-Q |
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☐ Transition Report on Form N-SAR |
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For the Transition Period Ended: |
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Read Instructions (on back page) Before Preparing Form. Please Print or Type. |
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART I — REGISTRANT INFORMATION
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ReShape Lifesciences Inc. |
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Full Name of Registrant |
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N/A |
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Former Name if Applicable |
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1001 Calle Amanecer |
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Address of Principal Executive Office (Street and Number) |
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San Clemente, CA 92673 |
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City, State and Zip Code |
PART II — RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)
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(a) |
The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense |
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(b) |
The subject annual report, semi-annual report, transition report on Form 10‑K, Form 20‑F, Form 11‑K, Form N‑SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10‑Q or subject distribution report on Form 10‑D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and |
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(c) |
The accountant’s statement or other exhibit required by Rule 12b‑25(c) has been attached if applicable. |
PART III — NARRATIVE
State below in reasonable detail why Forms 10‑K, 20‑F, 11‑K, 10‑Q, 10‑D, N‑SAR, N‑CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
ReShape Lifesciences Inc. (the “Company”) has determined that it is not able to file its Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2019 (the “Form 10-Q”) within the prescribed time period without unreasonable effort or expense for the reasons described below. As a result of the Company’s disposition of its intragastric balloon product line and acquisition of the Lap-Band product line on December 17, 2018, the Company experienced unexpected delays in its completion of the audit of its financial statements for the year ended December 31, 2018. Accordingly, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 was filed on the date hereof, which has caused a delay in completing the Form 10-Q.
PART IV — OTHER INFORMATION
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(1) |
Name and telephone number of person to contact in regard to this notification |
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Scott P. Youngstrom |
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949 |
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429-6682 x106 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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(2) |
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). |
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☒ Yes ☐ No |
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(3) |
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? |
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☐ Yes ☒ No |
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If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
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ReShape Lifesciences Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.
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Date |
May 16, 2019 |
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By |
/s/ Scott P. Youngstrom |
Scott P. Youngstrom, Chief Financial Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of the registrant shall be filed with the form.
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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