February 3, 2023

 

VIA EDGAR

 

Securities and Exchange Commission

Division of Corporation Finance

Office of Industrial Applications and Services

100 F Street, NE

Washington, DC 20549

Attn: Abby Adams

 

Re:

ReShape Lifesciences Inc.

Registration Statement on Form S-1

Filed January 12, 2023

File No. 333-269207

 

Ladies and Gentlemen:

 

As the underwriter of the proposed offering of ReShape Lifesciences Inc. (the “Company”), we hereby join the Company’s request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 5:00 p.m., Eastern Time, on Friday, February 3, 2023, or as soon thereafter as is practicable.

 

Pursuant to Rule 460 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, we, acting on behalf of the several underwriters, wish to advise you that, through February 3, 2023, we distributed to each underwriter or dealer, who is reasonably anticipated to be invited to participate in the distribution of the security, as many copies, as well as “E-red” copies of the Preliminary Prospectus dated February 3, 2023 as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

 

The undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

	Very truly yours,
	Maxim Group LLC
	By:	/s/ Clifford A. Teller
		Name: Clifford A. Teller Title: Co-President