ReShape Lifesciences, Inc.

Good day, and thank you for standing by. Welcome to the Reshape Life Sciences second quarter 2024 earnings call. At this time, all participants are on a listen-only mode. Please be advised that today's conference is being recorded. I would now like to hand the conference over to your speaker today, Michael Miller, RX Communications. Please go ahead.

Good afternoon, and thank you for joining the second quarter 2024 Reshape Life Sciences earnings call. I'm pleased to be joined today by Paul Hickey, President and Chief Executive Officer, and Tom Stankovich, Chief Financial Officer. Management will also be joined by Krishna Gupta, a current director of IOM Therapeutics, who will be appointed chairman of the combined company upon the completion of the previously announced merger agreement between the two companies. As we do each quarter, Paul will provide an overview and update on the company's activities, and Tom will review the financial results for the period, after which Paul will introduce Krishna for his remarks. As a reminder, this conference call, as well as Reshape Life Sciences SEC filings and website, including the investor information section of the website, contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from those discussed, due to known and unknown risks, uncertainties, and other factors. These and additional risks and uncertainties are described more fully in the company's filings with the Securities and Exchange Commission, including those factors identified as risk factors in the company's most recent annual report on Form 10-K. As an additional reminder, reshaped stock is listed on NASDAQ, trading under the ticker symbol RSLS. I'll now turn the call over to Paul Hickey, President and CEO of Reshape Life Sciences. Paul?

Thank you, Mike, and thanks to all of you for joining us this afternoon for our earnings call for the second quarter of 2024. As Mike noted, after I provide an overview and update on Reshape's activities and Tom reviews the financial performance, Krishna Gupta will take a few moments to share some background and outline the strategy and vision of the NUCO to be called Byam Holdings following the closing of our announced merger agreement. Let's begin with an overview of our activities during the second quarter and subsequent period. We've remained laser focused on stabilizing revenues and maintaining our disciplined approach to continually leveraging resources in order to execute on our 2024 cost reduction plan, which has led to approximately 45% lower operating expenses for the first half of the year compared to last year. As a result, we have stabilized our growth profit margin, even with lower sales resulting from the widespread adoption of GLP-1s. Tom will detail these cost reductions later in this call. In addition to these reductions, we continue to fine-tune our lead generation activities and invest in our growth drivers, including the commercial launch of our physician-led redesign, LapBand 2.0 Flex. We are currently in the last phase of our limited market release and gathering data and metrics that will be used to support an anticipated widespread commercial launch. Most notably in July, we coordinated both the merger agreement with Biome Therapeutics and the concurrent asset purchase agreement with BiRAD, as well as successfully negotiated with our Series C shareholders to substantially lower their liquidation preference. All things considered, we feel we are successfully maximizing stockholder value and earnings potential. I will detail the transaction a little bit later in this call. Before I do that, I'd like to touch on the obesity market. Obesity is a complex, lifelong disease that requires individualized treatment strategies to achieve sustainable weight loss. GLP-1 receptor agonists have provided considerable advantages for individuals with type 2 diabetes, and has also benefited individuals dealing with obesity. However, real-world long-term tolerability for GLP-1s is low, and based on this evidence, we believe that the market opportunity for the lap band will increase over time, especially with the newly launched next-generation lap band 2.0 Flex. As most of you are aware, the stigma around obesity and medical intervention has been normalized by the adoption of GLP-1 receptor agonist usage, and we continue to believe that the number of people seeking the help of medical professionals, especially bariatric surgeons, over time will increase. In the interim, our cost reductions have allowed us to focus on and optimize the commercialization of our left band 2.0 flex, which was created to improve the patient experience. while continuing to market our current lap band. The limited market release of the Lap Band 2.0 Flex is nearing completion and is going exceptionally well, and initial surgeon feedback has been very positive. Added to this, our patient federally website is receiving meaningful traffic, while our co-op marketing program has proven effective and scalable with key lap band centers. As it relates to the recent merger agreement, As most of you know, beginning in December of last year, we conducted a high-priority search for synergistic merger and acquisition opportunities, having engaged Maxim Group LLC on an exclusive basis to assist in this process. To that end, following an extensive evaluation of multiple strategic options and engaging discussions with a number of other potential merger and acquisition candidates, our Board of Directors unanimously recommended the merger with Biome, along with a concurrent asset sale to Bioreb. We believe this presents a significant opportunity for our shareholders to capitalize on the potential of the newly formed entity post-merger. As previously reported, Bio-Rad has an exclusive license for our Obalon gastric balloon system. We believe they are the most synergistic partner to sell our assets to, including our lap band system, Obalon gastric balloon system, and the diabetes block stem neuromodulation system. This asset purchase agreement for $5.16 million in cash will allow us to pay down the costs associated with the volume transaction. Notably, our disciplined cost reduction plan facilitated the value we are able to bring to our shareholders. Additionally, I would like to express our gratitude to our Series C preferred stockholders for their willingness to substantially lower their liquidation preference. thereby enabling our common stockholders to recognize the potential value of the merger. Krishna will detail more information on the volume transaction later on this call. I'm very excited about the shareholder value and growth potential resulting from these transactions. I would now like to turn the call over to Tom Stankiewicz to provide a recap of our financial performance. Tom?

Thanks, Paul. And once again, thank you all for joining our webcast this afternoon. As Paul mentioned earlier, in response to the short-term impact and adoption of GLP-1s, we have reorganized the company and maintained our disciplined approach on executing our cost reduction plan for 2024. With various cost reductions, we have achieved a 45 percent reduction in overall operating costs for the first six months of 2024 compared to the same period last year. All expense line items within our operating expenses are lower than the comparable period in the prior year. Additionally, we have stabilized and increased our gross profit margins, even with the lower sales due to the adoption of GLP-1s. A full discussion of our financials is available in our press release in 10Q. I will just take a few moments to review key financial metrics for the second quarter and six months ended, June 30th, 2024. Our revenue totaled $2 million for the three months ended June 30, 2024, which represents a reduction of $300,000 compared to the same period in 2023. Revenue totaled $3.9 million for the six months ended June 30, 2024, and represents a reduction of $600,000 compared to the same period in 2023. The reason is due to a decrease in sales volume, which is primarily due to GLP-1 pharmaceuticals. Gross profit for the three months ended June 30th, 2024 was 1.1 million and was slightly below 1.2 million for the same period in 2023. The gross profit as a percentage of total revenue for the three months ended June 30th, 2024 increased to 58% compared to 53% for the same period in 2023. Gross profit for the six-month end of June 30th, 2024 and 2023 was $2.3 million and $2.4 million, respectively. Gross profit as a percentage of total revenue for the six-month end of June 30th, 2024 increased to 59% compared to 53% for the same period in 2023. The increase in gross margin gross profit percentage is due to the reduction in overhead-related costs, primarily payroll, as the company had a reduction in employees late in 2023. Sales and marketing expenses for the three months ended June 30th, 2024 decreased by 1.5 million to 700,000 compared to 2.2 million for the same period in 2023. Sales and marketing expenses for the six months ended June 30th, 2024 decreased by 2.7 million or 1.7 million compared to 4.4 million for the same period in 2023. The decreases in the three- and six-month periods ended were primarily attributable to a decrease in advertising and marketing spending, including consulting and professional marketing services, as the company reevaluated its marketing approach and has moved to a targeted digital marketing campaign, resulting in a reduction of costs. Additionally, there were reductions in sales personnel and related reductions in payroll-related expenditures, including commissions and travel. General and administrative expenses for the three months ended June 30 2024 decreased by 300,000 to approximately 2.1 million compared to 2.4 million for the same period in 2023. General and administrative expenses for the 6 months ended June 30, 2024 decreased by 2.7M to approximately 4M compared to 6.7M in the same period in 2023. The decrease for both 3 and 6 months of 2024 is due to a reduction in payroll related expenditures a decline in staffing levels and a reduction in rent expense as the company moved its headquarters at the end of the second quarter of 2023 to a smaller facility to reduce costs and professional fees. Research and development expenses for the three months ended June 30, 2024 decreased by $200,000 to $400,000 compared to $600,000 for the same period in the prior year. Research and development expenses for the six months ended June 30th, 2024 decreased by 200,000 to 900,000 compared to approximately 1 million for the same period in the prior year. The primary reason for the decrease is due to a reduction in consulting and clinical trials as the company has paused clinical trial work to preserve cash. Non-GAAP adjusted EBITDA loss was $1.9 million for the three months ended June 30, 2024, compared to a loss of $3.7 million in the same period last year. For the six months ended June 30, 2024, the adjusted EBITDA loss was $4.1 million as compared to $9.1 million the same period last year. Both reductions are primarily due to our continued efforts to reduce overall costs. We ended the quarter with net working capital of approximately $2.9 million, primarily due to cash and cash equivalents, including restricted cash totaling $1.2 million, and we remain debt-free on our balance sheet. With that, I will now turn the call back over to Paul.

Thanks, Tom. At this time, I'm excited to have the opportunity to introduce Krishna Gupta, who will be the chairman of the combined company post-merger, to outline Viome's strategy and vision for the future. Krishna?

Thanks, Paul, and I'm really excited to be here to speak with the shareholders of this great company. I appreciate the opportunity to talk about the exciting work we're doing at Viome Therapeutics. We're a clinical stage company focused on treating immuno-inflammatory diseases of unmet needs with next-generation solutions. Upon closing of this merger agreement, we will rename the company Viome Holdings Incorporated, to reflect our approach to building multiple accretive assets under the Viome umbrella. The former reshaped stock will continue to be listed on the NASDAQ market under the new ticker symbol HIND, an ancient name for India, which is an integral part of Viome's identity and competitive advantage. The Viome team is a great balance of scientific prowess, big picture vision, execution experience, and capital markets agility. I want to call attention to our scientific founder, Shiladitya Sengupta, a top student at India's best medical school, an alum of Cambridge and MIT. He's been a researcher at MIT and Harvard for years and has been a friend of mine for over a decade. We're a clinical stage company laser focused on identifying unmet medical needs and addressing them with novel approaches and smart clinical trial designs. We've very thoughtfully been building in the amino inflammation sector. which is a hot and expanding area, and we have a very promising pipeline developed over the past few years with potential near-term catalysts treating rare and unmet diseases. If we zoom out, our current assets reflect some of our key competitive advantages. We're accessing world-class talent and world-class research at much lower costs, thanks to our proprietary connections to India, all in order to solve tangible real-world problems with large U.S. market opportunities. This is an extremely timely generational opportunity. India is the biggest growth story in the world, especially as China's growth declined. We all know about the success of the Indian IT sector and the numerous successful Indian software founders and executives, both in the U.S. and India. This theme is becoming increasingly tangible with healthcare as well. I'm very bullish on our ability to bring in additional opportunities, partnerships, and acquisitions under the volume holdings umbrella deals that enable our future shareholders to access the special and growing innovation connection between the U.S. and India. From the onset, Viome will be well positioned for success in the public markets. Having proactively insured, it has no debt, a clean capital structure, and a very aligned board. As part of the execution of the merger agreement, we have commitments for additional capital, anchored in part by Dr. Ranjan Pai, chairman of the Manipal Education and Medical Group, and investors affiliated with Remus Capital and Iron Pillar. Certain of Viom's current stockholders have committed to a minimum $7.3 million private placement in the combined company and its subsidiaries, which may be upsized through additional investments to close concurrently with the merger. Based on our anticipated cash flow projections, we should have adequate liquidity on hand to sell fund into the second half of 2025. We plan to deploy the capital raised through the private placement to unlock significant value in our pipeline of amino inflammatory assets. Let me reiterate, we strongly believe that India is the world's greatest growth story, and we also believe that amino inflammation offers significant opportunities for value creation. As such, we are excited about using our new public platform to strengthen our existing assets and unlock key value milestones from our pipeline. leveraging the world-class Indian innovation corridor and the U.S. market. We are confident in our ability to potentially build significant value with our pipeline of novel local agent drugs for significant unmet needs, supported by a robust patent portfolio, effective drug development strategies, a balance sheet with no debt, and prudent capital deployment, all with a focus on accreting value for shareholders. So in closing, we feel like we are very aligned with Reshape's shareholder expectations for a disciplined and focused business model executed flawlessly to help ensure we maximize shareholder value. Thank you in advance for your support and vote for this merger agreement. I'm excited to call all of you our shareholders. We look forward to providing you with updates on Viome Holdings in the future, and I want to wish India a happy Independence Day. With that, I would like to turn the call back to Paul.

Thanks, Krishna. We are generally enthusiastic about the benefits we are poised to deliver to our shareholders as a result of the merger and asset purchase agreement, which will be described in more detail in an S4 registration statement that will include the proxy statement related to the merger and asset purchase agreement, followed by a holding of a shareholder meeting for the approval of the transactions. I'd also like to reiterate that our board of directors unanimously recommended the merger with Viome along with the concurrent Asset sale to BIRAD. I'd like to express my gratitude again to Krishna for joining the call today to discuss the exciting prospects for biotherapeutics. And as always, I want to thank our employees, board members, advisors,

Thank you for your participation in today's conference. This does conclude the program. You may now disconnect. Everyone have a great day.