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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/09/21 Obalon Therapeutics Inc. S-4/A 89:13M Toppan Merrill/FA |
Document/Exhibit Description Pages Size
1: S-4/A Pre-Effective Amendment to Registration Statement HTML 3.46M
- Securities for a Merger
2: EX-5.1 Opinion of Counsel re: Legality HTML 32K
3: EX-8.1 Opinion of Counsel re: Tax Matters HTML 35K
4: EX-23.3 Consent of Expert or Counsel HTML 24K
5: EX-23.4 Consent of Expert or Counsel HTML 24K
6: EX-23.5 Consent of Expert or Counsel HTML 24K
7: EX-99.1 Miscellaneous Exhibit HTML 28K
14: EX-99.10 Miscellaneous Exhibit HTML 25K
15: EX-99.11 Miscellaneous Exhibit HTML 25K
8: EX-99.2 Miscellaneous Exhibit HTML 27K
9: EX-99.3 Miscellaneous Exhibit HTML 26K
10: EX-99.4 Miscellaneous Exhibit HTML 25K
11: EX-99.7 Miscellaneous Exhibit HTML 25K
12: EX-99.8 Miscellaneous Exhibit HTML 25K
13: EX-99.9 Miscellaneous Exhibit HTML 25K
22: R1 Document and Entity Information HTML 41K
23: R2 Consolidated Balance Sheets HTML 99K
24: R3 Consolidated Balance Sheets (Parenthetical) HTML 33K
25: R4 Consolidated Statements of Operations and HTML 76K
Comprehensive Loss
26: R5 Consolidated Statements of Stockholders' Equity HTML 86K
(Deficit)
27: R6 Consolidated Statements of Cash Flows HTML 114K
28: R7 Organization and Basis of Presentation HTML 36K
29: R8 Summary of Significant Accounting Policies HTML 90K
30: R9 Fair Value Measurements HTML 155K
31: R10 Net Loss per Share HTML 52K
32: R11 Balance Sheet Details HTML 112K
33: R12 Debt HTML 35K
34: R13 Stock-Based Compensation HTML 178K
35: R14 Stockholders' Equity HTML 55K
36: R15 Income Taxes HTML 138K
37: R16 Commitments and Contingencies HTML 55K
38: R17 Variable Interest Entity HTML 29K
39: R18 Restructuring Charges HTML 60K
40: R19 Subsequent Events HTML 34K
41: R20 Summary of Significant Accounting Policies HTML 147K
(Policies)
42: R21 Summary of Significant Accounting Policies HTML 59K
(Tables)
43: R22 Fair Value Measurements (Tables) HTML 154K
44: R23 Net Loss per Share (Tables) HTML 54K
45: R24 Balance Sheet Details (Tables) HTML 117K
46: R25 Stock-Based Compensation (Tables) HTML 182K
47: R26 Stockholders' Equity (Tables) HTML 35K
48: R27 Income Taxes (Tables) HTML 138K
49: R28 Commitments and Contingencies (Tables) HTML 44K
50: R29 Restructuring Charges (Tables) HTML 61K
51: R30 Organization and Basis of Presentation - HTML 54K
Additional Information (Detail)
52: R31 Summary of Significant Accounting Policies - HTML 50K
Additional Information (Detail)
53: R32 Summary of Significant Accounting Policies - HTML 38K
Concentration Risk (Details)
54: R33 Summary of Significant Accounting Policies - HTML 35K
Estimated Useful Lives (Details)
55: R34 Fair Value Measurements - Schedule of Assets and HTML 45K
Liabilities Measured at Fair Value on Recurring
Basis (Details)
56: R35 Fair Value Measurements - Schedule of Fair Value HTML 39K
Assumptions (Details)
57: R36 Fair Value Measurements - Schedule of Liabilities HTML 33K
Measured at Fair Value (Details)
58: R37 Net Loss per Share - Schedule of Computation of HTML 38K
Basic and Diluted Net Loss Per Share of Common
Stock (Details)
59: R38 Net Loss per Share - Schedule of Anti-Dilutive HTML 33K
Common Stock Equivalents Excluded from the
Calculation of Diluted Net Loss Per Share
(Details)
60: R39 Balance Sheet Details - Schedule of Inventory HTML 37K
(Details)
61: R40 Balance Sheet Details - Schedule of Other Current HTML 34K
Assets (Details)
62: R41 Balance Sheet Details - Schedule of Property and HTML 51K
Equipment, Net (Details)
63: R42 Balance Sheet Details - Schedule of Other Current HTML 40K
Liabilities (Details)
64: R43 Balance Sheet Details - Insurance Refund (Details) HTML 27K
65: R44 Debt (Details) HTML 80K
66: R45 Stock-Based Compensation - Additional Information HTML 73K
(Details)
67: R46 Stock-Based Compensation - Summary of Stock-Based HTML 34K
Compensation (Details)
68: R47 Stock-Based Compensation - Summary of Fair Value HTML 40K
of Stock Options for Employees was Estimated using
Black-Scholes Option Pricing Model (Details)
69: R48 Stock-Based Compensation - Summary of Stock Option HTML 72K
Transactions (Details)
70: R49 Stock-Based Compensation - Summary of Restricted HTML 57K
Stock Awards and Restricted Stock Units (Details)
71: R50 Stockholders' Equity - Additional Information HTML 157K
(Details)
72: R51 Stockholders' Equity - Schedule of Common Stock HTML 38K
Reserved for Future Issuance (Details)
73: R52 Income Taxes - Income Tax Provision (Benefit) HTML 48K
(Details)
74: R53 Income Taxes - Effective Income Tax Rate HTML 39K
Reconciliation (Details)
75: R54 Income Taxes - Deferred Tax Assets and Liabilities HTML 47K
(Details)
76: R55 Income Taxes - Additional Information (Details) HTML 48K
77: R56 Income Taxes - Roll Forward of Unrecognized Tax HTML 35K
Benefits (Details)
78: R57 Commitments and Contingencies - Additional HTML 66K
Information (Details)
79: R58 Commitments and Contingencies - Schedule of Future HTML 42K
Minimum Annual Lease Payments (Details)
80: R59 Commitments and Contingencies - Schedule of Future HTML 31K
Minimum Annual Lease Payments, Lease Liability,
Classified (Details)
81: R60 Variable Interest Entity (Details) HTML 30K
82: R61 Restructuring Charges - Additional Information HTML 56K
(Details)
83: R62 Restructuring Charges - Restructuring and Related HTML 33K
Costs (Details)
84: R63 Restructuring Charges - Restructuring Charges HTML 34K
(Details)
85: R64 Restructuring Charges - Restructuring Charge HTML 32K
Reserve Balance (Details)
86: R65 Subsequent Events (Details) HTML 49K
88: XML IDEA XML File -- Filing Summary XML 146K
87: EXCEL IDEA Workbook of Financial Reports XLSX 109K
16: EX-101.INS XBRL Instance -- obln-20201231 XML 2.07M
18: EX-101.CAL XBRL Calculations -- obln-20201231_cal XML 170K
19: EX-101.DEF XBRL Definitions -- obln-20201231_def XML 556K
20: EX-101.LAB XBRL Labels -- obln-20201231_lab XML 1.42M
21: EX-101.PRE XBRL Presentations -- obln-20201231_pre XML 962K
17: EX-101.SCH XBRL Schema -- obln-20201231 XSD 166K
89: ZIP XBRL Zipped Folder -- 0001104659-21-048817-xbrl Zip 179K
Exhibit 8.1
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Two22 Building |
ReShape Lifesciences Inc.
1001 Calle Amanecer
| Re: | Agreement and Plan of Merger, dated as of January 19, 2021 |
Ladies and Gentlemen:
We have acted as special tax counsel to ReShape Lifesciences Inc., a Delaware corporation (“ReShape”), in connection with the proposed merger (the “Merger”) of Optimus Merger Sub, Inc., a Delaware corporation (“Merger Sub”) and wholly-owned subsidiary of Obalon Therapeutics, Inc., a Delaware corporation (“Obalon”), with and into ReShape, as contemplated by the Agreement and Plan of Merger, dated as of January 19, 2021, by and among Obalon, Merger Sub and ReShape (the “Merger Agreement”).
This opinion is being delivered in connection with the Registration Statement (File No. 333-254841) on Form S-4 originally filed on March 30, 2021 with the Securities and Exchange Commission, including the Joint Proxy Statement/Prospectus, and as amended and supplemented through the date hereof (collectively, the “Registration Statement”), as described in Section 6.02 of the Merger Agreement. Capitalized terms not defined herein have the meanings specified in the Merger Agreement unless otherwise indicated.
In rendering our opinion, we have examined and, with your consent, are expressly relying upon (without any independent investigation or review thereof) the truth and accuracy of the factual statements, representations, covenants and warranties contained in (i) the Merger Agreement (including any Exhibits and Schedules thereto), (ii) the Registration Statement, (iii) the respective tax representation letters of Obalon, Merger Sub and ReShape, each dated as of the date hereof and delivered to us for purposes of this opinion (the “Representation Letters”) and (iv) such other documents and corporate records as we have deemed necessary or appropriate for purposes of our opinion.
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ReShape Lifesciences Inc. Page 2 |
In addition, we have assumed, with your consent, that:
| 1. | Original documents (including signatures) are authentic, documents submitted to us as copies conform to the original documents, and there has been (or will be by the Effective Time) execution and delivery of all documents where execution and delivery are prerequisites to the effectiveness thereof; |
| 2. | The Merger will be consummated in the manner contemplated by, and in accordance with the provisions of, the Merger Agreement and the Registration Statement, and the Merger will be effective under the laws of the State of Delaware; |
| 3. | All factual statements, descriptions and representations contained in any of the documents referred to herein or otherwise made to us are true, complete and correct in all respects and will remain true, complete and correct in all respects up to and including the Effective Time, and no actions have been taken or will be taken which are inconsistent with such factual statements, descriptions or representations or which make any such factual statements, descriptions or representations untrue, incomplete or incorrect at the Effective Time; |
| 4. | Any statements made in any of the documents referred to herein “to the knowledge of” or similarly qualified or that are based upon any person’s “belief,” “expectation” or similar qualification are true, complete and correct in all respects and will continue to be true, complete and correct in all respects up to and including the Effective Time, in each case without such qualification; and |
| 5. | The parties have complied with and, if applicable, will continue to comply with, the covenants contained in the Merger Agreement and the Registration Statement. |
Based upon and subject to the foregoing, and subject to the qualifications, exceptions, assumptions and limitations stated in the Registration Statement, we are of the opinion that the Merger, as of the Effective Time, will qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the “Code”).
In addition to the matters set forth above, this opinion is subject to the exceptions, limitations and qualifications set forth below.
| 1. | This opinion represents our best judgment regarding the application of U.S. federal income tax laws arising under the Code, judicial decisions, administrative regulations and published rulings and procedures, but does not address all of the U.S. federal income tax consequences of the Merger. We express no opinion as to U.S. federal, state, local, foreign, or other tax consequences, other than as set forth herein. Our opinion is not binding upon the Internal Revenue Service or the courts, and there is no assurance that the Internal Revenue Service will not assert a contrary position. Furthermore, no assurance can be given that future legislative, judicial or administrative changes, on either a prospective or retroactive basis, would not adversely affect the validity of the conclusions stated herein. Nevertheless, we undertake no responsibility to advise you of any new developments in the application or interpretation of the U.S. federal income tax laws. |
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ReShape Lifesciences Inc. Page 3 |
| 2. | No opinion is expressed as to any transaction other than the Merger as described in the Merger Agreement or to any matter whatsoever, including the Merger, if, to the extent relevant to our opinion, either all the transactions described in the Merger Agreement are not consummated in accordance with the terms of the Merger Agreement and without waiver or breach of any provisions thereof or all of the factual statements, representations, warranties and assumptions upon which we have relied, including in the Registration Statement and the Representation Letters, are not true and accurate at all relevant times. |
We are furnishing this opinion in connection with the filing of the Registration Statement, and this opinion is not to be relied upon for any other purpose without our prior written consent. We consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm name therein under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules or regulations of the Securities and Exchange Commission promulgated thereunder.
| Very truly yours, | |
| /s/ Fox Rothschild LLP | |
| FOX ROTHSCHILD LLP |
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| This ‘S-4/A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
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| Filed on: | 4/9/21 | CORRESP | ||
| 3/30/21 | S-4 | |||
| 1/19/21 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/24/23 ReShape Lifesciences Inc. 424B5 2:487K Toppan Merrill/FA 11/09/22 ReShape Lifesciences Inc. 424B5 2:506K Toppan Merrill/FA 9/21/21 ReShape Lifesciences Inc. 424B3 1:199K Toppan Merrill/FA 9/03/21 ReShape Lifesciences Inc. S-3 5:337K Toppan Merrill/FA 9/03/21 ReShape Lifesciences Inc. S-3 5:461K Toppan Merrill/FA |