Item 8.01 Other Events.

On January 26, 2023, ReShape Lifesciences Inc. (the "Company") filed an Amendment No. 1 to its Registration Statement on Form S-1 (File No. 333-269207) (the "Registration Statement") in connection with a proposed underwritten public offering of its securities. The preliminary prospectus that forms part of the Registration Statement includes certain updates to the description of the Company's business and risk factors, which are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated herein by reference. The information in this Item 8.01 (including Exhibits 99.1 and 99.2) should be read in conjunction with the Company's most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q.

This Current Report on Form 8-K, including the exhibits hereto, shall not constitute an offer to sell or the solicitation of an offer to buy any securities of the Company, which will be made only by means of a written prospectus meeting the requirements of Section 10 of the Securities Act, nor shall there be any sale of the Company's securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Item 9.01 Financial Statements and Exhibits.






(d) Exhibits



Exhibit No.                               Description
   99.1         Updated Business Summary
   99.2         Updated Risk Factors
    104       Cover Page Interactive Data File (embedded within the Inline XBRL
              document)

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