Item 8.01 Other Events.
On May 13, 2021, the special meeting of stockholders
(the “Special Meeting”) of Obalon Therapeutics, Inc. (“Obalon”) was adjourned without any business being
conducted because a quorum was not present or represented by proxy. The Special Meeting will be reconvened on May 25, 2021 at 8:30
a.m. Pacific Time to allow additional time for stockholders to vote on all proposals relating to the Agreement and Plan of Merger
(the “Merger Agreement”), dated January 19, 2021, by and among Obalon, ReShape Lifesciences Inc. (“ReShape”)
and Optimus Merger Sub, Inc., as set forth in Obalon’s joint proxy statement/prospectus for the Special Meeting filed with
the Securities and Exchange Commission (the “SEC”) on April 13, 2021.
A copy of the press release announcing the adjournment is filed as
Exhibit 99.1 to this report.
Additional Information
This Current Report on Form 8-K does not constitute
an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval with respect to the proposed
merger contemplated by the Merger Agreement. No offer of securities shall be made except by means of a prospectus meeting the requirements
of the Securities Act of 1933, as amended, and no offer to sell or solicitation of an offer to buy shall be made in any jurisdiction in
which such offer, solicitation or sale would be unlawful.
In connection with the proposed merger, Obalon
and ReShape filed with the SEC and mailed or otherwise provided to their respective stockholders a joint proxy statement/prospectus on
Form S-4 and other relevant documents in connection with the proposed merger. Before making a voting decision, Obalon’s and
ReShape’s stockholders are urged to read the joint proxy statement/prospectus and any other documents filed by each of Obalon and
ReShape with the SEC in connection with the proposed merger or incorporated by reference therein carefully and in their entirety because
they will contain important information about Obalon, ReShape and the proposed transactions. Investors and stockholders may obtain a free
copy of these materials and other documents filed by Obalon and ReShape with the SEC at the SEC’s website at www.sec.gov, at Obalon’s
website at www.investor.obalon.com, at ReShape’s website at www.ir.reshapelifescience.com or by sending a written request to Obalon
at 5421 Avenida Encinas, Suite F, Carlsbad, California 92008, Attention: Legal.
Participants in the Solicitation
This document does not constitute a solicitation
of proxy, an offer to purchase or a solicitation of an offer to sell any securities Obalon and ReShape and their respective directors,
executive officers and certain other members of management and employees may be deemed to be participants in soliciting proxies from their
respective stockholders in connection with the proposed merger. Information regarding the persons who may, under the rules of the
SEC, be considered to be participants in the solicitation of Obalon’s and ReShape’s stockholders, respectively, in connection
with the proposed merger is set forth in joint proxy statement/prospectus filed with the SEC by Obalon and ReShape. Security holders may
obtain information regarding the names, affiliations and interests of Obalon’s directors and officers in Obalon’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 12, 2021, and its definitive
proxy statement for the 2020 annual meeting of stockholders, which was filed with the SEC on August 7, 2020. Security holders may
obtain information regarding the names, affiliations and interests of ReShape’s directors and officers in ReShape’s Annual
Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on March 11, 2020 and its
Form 3s and 4s filed on behalf on its directors and officers. To the extent the holdings of Obalon securities by Obalon’s directors
and executive officers or the holdings of ReShape’s securities by ReShape’s directors and executive officers have changed
since the amounts set forth in Obalon’s proxy statement for its 2020 annual meeting of stockholders or ReShape’s proxy statement
for its most recent special meeting of stockholders, respectively, such changes have been or will be reflected on Statements of Change
in Ownership on Form 4 filed with the SEC. Additional information regarding these individuals and any direct or indirect interests
they may have in the proposed merger is set forth in the joint proxy statement/prospectus filed with the SEC on April 13, 2021 in
connection with the proposed merger, at Obalon’s website at www.investor.obalon.com and at ReShape’s website at www.ir.reshapelifescience.com.
Forward-Looking Statements
Certain statements contained in this filing may
be considered forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements
regarding the merger and the ability to consummate the merger. These forward-looking statements generally include statements that are
predictive in nature and depend upon or refer to future events or conditions, and include words such as “believes,” “plans,”
“anticipates,” “projects,” “estimates,” “expects,” “intends,” “strategy,”
“future,” “opportunity,” “may,” “will,” “should,” “could,” “potential,”
or similar expressions. Statements that are not historical facts are forward-looking statements. Forward-looking statements are based
on current beliefs and assumptions that are subject to risks and uncertainties. Forward-looking statements speak only as of the date they
are made, and Obalon undertakes no obligation to update any of them publicly in light of new information or future events. Actual results
could differ materially from those contained in any forward-looking statement as a result of various factors, including, without limitation:
(1) Obalon may be unable to obtain stockholder approval as required for the proposed merger; (2) conditions to the closing of
the merger may not be satisfied; (3) the merger may involve unexpected costs, liabilities or delays; (4) the respective businesses
of Obalon and ReShape may suffer as a result of uncertainty surrounding the merger; (5) the outcome of any legal proceedings related
to the merger; (6) Obalon and ReShape may be adversely affected by other economic, business, and/or competitive factors; (7) the
occurrence of any event, change or other circumstances that could give rise to the termination of the Merger Agreement; (8) the effect
of the announcement of the merger on the ability of Obalon or ReShape to retain and hire key personnel and maintain relationships with
customers, suppliers and others with whom Obalon or ReShape does business, or on Obalon’s or ReShape’s operating results and
business generally; and (9) other risks to consummation of the merger, including the risk that the merger will not be consummated
within the expected time period or at all Additional factors that may affect the future results of Obalon and ReShape are set forth in
their respective filings with the SEC, including each of Obalon’s and ReShape’s most recently filed Annual Report on Form 10-K,
subsequent Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other filings with the SEC, which are available on
the SEC’s website at www.sec.gov, specifically under the heading “Risk Factors.” The risks and uncertainties described
above and in Obalon’s most recent Annual Report on Form 10-K and ReShape’s most recent Annual Report on Form 10-K
are not exclusive and further information concerning Obalon and ReShape and their respective businesses, including factors that potentially
could materially affect their respective businesses, financial condition or operating results, may emerge from time to time. Readers are
urged to consider these factors carefully in evaluating these forward-looking statements, and not to place undue reliance on any forward-looking
statements. Readers should also carefully review the risk factors described in other documents that Obalon and ReShape file from time
to time with the SEC. The forward-looking statements in these materials speak only as of the date of these materials. Except as required
by law, Obalon and ReShape assume no obligation to update or revise these forward-looking statements for any reason, even if new information
becomes available in the future.