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RSLS ReShape Lifesciences

Filed: 22 Jan 21, 4:15pm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2021

OBALON THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-37897

20-1828101

(Commission

File Number)

(IRS Employer

Identification No.)

5421 Avenida Encinas, Suite F

Carlsbad, California

92008

(Address of principal executive offices)

(Zip Code)

(844) 362-2566

(Registrant’s telephone number, including area code)

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

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:

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

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

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

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:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.001 per share

OBLN

The NASDAQ Stock Market LLC

(NASDAQ Capital Market)

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.


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers.

On January 18, 2021, the board of directors (the “Board”) of Obalon Therapeutics, Inc. (the “Company”) approved an increase to the annual base salaries for each of Andrew Rasdal, Chief Executive Officer of the Company, and Nooshin Hussainy, Chief Financial Officer of the Company, in each case, to $400,000, effective from January 1, 2021 through the earlier of (i) the closing of the transactions contemplated by that certain Agreement and Plan of Merger, dated January 19, 2021, by and among ReShape Lifesciences Inc., the Company and Optimus Merger Sub, Inc. (such transaction, the “Merger”) and (ii) April 30, 2021. Additionally, the Board approved an amendment to the amended and restated retention agreements for each of Mr. Rasdal and Ms. Hussainy to provide that the $250,000 change of control transaction bonus will now be paid upon the earlier of (i) the closing of the Merger and (ii) April 30, 2021.


SIGNATURE

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.

OBALON THERAPEUTICS, INC.

Date: January 22, 2021

By:

/s/ Nooshin Hussainy

Nooshin Hussainy

Chief Financial Officer