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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

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Date of Report (Date of earliest event reported): March 13, 2023

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RESHAPE LIFESCIENCES INC.

(Exact name of registrant as specified in its charter)

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(949) 429-6680

(Registrant’s telephone number, including area code)

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Not applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 1.01Entry into a Material Definitive Agreement.

On March 13, 2023, ReShape Lifesciences Inc. (the “Company”) entered into a lease (the “Lease”) with The Irvine Company LLC, a Delaware limited liability company (the “Landlord”), whereby the Company agreed to lease approximately 5,038 square feet at 18 Technology Drive, Suite 110, Irvine, California 92618. The Lease has a term of 36 months commencing on May 1, 2023. The Company intends to relocate its principal executive offices from its current San Clemente, California location to the Irvine, California location. The Company’s lease for its current facility expires on June 30, 2023. The relocation is expected to result in approximately $240,000 in annual cost savings related to the Company’s rent payments under its lease.

Under the Lease, the Company has agreed to pay rent, after an initial two month abatement period, in an initial amount equal to $9,068 per month, subject to subsequent scheduled increases. The Company will also be responsible for its pro rata share of operating expenses, including property taxes. The Lease contains customary representations, warranties, covenants, indemnification provisions, default provisions, and other provisions.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Dated: March 21, 2023

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