SEC Comment Letter 0000000000-25-001614 to Vyome Holdings, Inc (HIND)
Vyome Holdings, Inc
Date: Feb. 12, 2025 · CIK: 0001427570 · Accession: 0000000000-25-001614
AI Filing Summary & Sentiment
File numbers found in text: 333-284362
Letter
February 12, 2025 Paul F. Hickey Chief Executive Officer ReShape Lifesciences Inc. 18 Technology Dr, Suite 110 Irvine, CA 92618 Re:ReShape Lifesciences Inc. Amendment No. 1 to Registration Statement on Form S-1 Filed February 6, 2025 File No. 333-284362 Dear Paul F. Hickey: We have reviewed your amended 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. Amendment No. 1 to Registration Statement on Form S-1 Coverpage 1.Please revise the cover page to highlight that the warrants will not be exercisable at closing and that there is a risk that the warrants could expire worthless if shareholder approval is not obtained in the future. We note that your revised disclosure indicates that you have added an "alternative cashless exercise option." Based on your disclosures on pages 47-48 it appears that each warrant could be exercised for 1.2 common shares on a cashless basis rather than for one share on a cash basis. Accordingly, please revise the prospectus header to reflect, if true, that you are offering up to 1,591,512 shares of common stock underlying the Warrants rather than 1,326,260 shares. Also highlight that the “alternative cashless exercise” provision would allow a warrant holder to receive 1.2 shares of common stock without the holder having to make any exercise payment. 2.
February 12, 2025 Page 2 Explain that as a result you do not expect to receive any cash proceeds from the exercise of the Warrants because, if true, it is highly unlikely that a warrant holder would wish to pay an exercise price in cash to receive one share when they could choose the alternative cashless exercise option and pay no money to receive 1.2 shares. 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.
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February 12, 2025
Paul F. Hickey
Chief Executive Officer
ReShape Lifesciences Inc.
18 Technology Dr, Suite 110
Irvine, CA 92618
Re:ReShape Lifesciences Inc.
Amendment No. 1 to Registration Statement on Form S-1
Filed February 6, 2025
File No. 333-284362
Dear Paul F. Hickey:
We have reviewed your amended 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.
Amendment No. 1 to Registration Statement on Form S-1
Coverpage
1.Please revise the cover page to highlight that the warrants will not be exercisable at
closing and that there is a risk that the warrants could expire worthless if shareholder
approval is not obtained in the future.
We note that your revised disclosure indicates that you have added an "alternative
cashless exercise option." Based on your disclosures on pages 47-48 it appears that
each warrant could be exercised for 1.2 common shares on a cashless basis rather than
for one share on a cash basis. Accordingly, please revise the prospectus header to
reflect, if true, that you are offering up to 1,591,512 shares of common stock
underlying the Warrants rather than 1,326,260 shares. Also highlight that the
“alternative cashless exercise” provision would allow a warrant holder to receive 1.2
shares of common stock without the holder having to make any exercise payment. 2.
February 12, 2025
Page 2
Explain that as a result you do not expect to receive any cash proceeds from the
exercise of the Warrants because, if true, it is highly unlikely that a warrant holder
would wish to pay an exercise price in cash to receive one share when they could
choose the alternative cashless exercise option and pay no money to receive 1.2
shares.
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.