SecProbe.io

January 3, 2025
Paul F. Hickey
Chief Executive Officer
ReShape Lifesciences Inc.
18 Technology Dr, Suite 110
Irvine, CA 92618
Re:ReShape Lifesciences Inc.
Registration Statement on Form S-1
Filed December 20, 2024
File No. 333-283952
Dear Paul F. Hickey:
            We have conducted a limited review of your registration statement and have the
following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-1
Prospectus Summary, page 3
1.We note that the first three pages of the Summary highlight the business operations
that you have agreed to sell pursuant to the terms of an Asset Purchase Agreement
with Ninjour Health International Limited. We further note that the Use of Proceeds
indicates that the offering proceeds will be directed to expenses relating to this asset
sale and the acquisition of the Vyome business. Please revise the Summary to provide
balance to this section. Highlight the purpose of the equity line and convertible notes
arrangement while also explaining the risk that the closing of the merger and asset
sale both remain subject to shareholder approval and other contingencies.

January 3, 2025
Page 2
Use of Proceeds, page 48
2.Please revise to provide the disclosure referenced in Instruction 4 to Regulation S-K,
Item 504.
General
3.We note your disclosure on page 6 that on July 8, 2024 you entered into an agreement
and plan of merger with Vyome Therapeutics and that on October 1, 2024 you filed a
registration statement on Form S-4 in connection with the merger. Please amend to
include Vyome Therapeutics' financial statements as required by Regulation S-X Item
3-05.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Doris Stacey Gama at 202-551-3188 or Joe McCann at 202-551-6262
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Brett Hanson, Esq.