OBALON THERAPEUTICS INC appointed Bart Bandy as new CEO

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


On June 15, 2021, in connection with the consummation of the Merger and, as required pursuant to, the Merger Agreement, Andrew Rasdal, Kim Kamdar, William Plovanic, Raymond Dittamore, Douglas Fisher, Les Howe and Sharon Stevenson resigned from and ceased serving on the Board and any and all committees thereof.


In connection with the consummation of the Merger and pursuant to the Merger Agreement, on June 15, 2021, the Board elected and designated Dan W. Gladney, Barton P. Bandy, Arda M. Minocherhomjee, Lori C. McDougal and Gary D. Blackford (collectively, the "New Directors"), who were previously members of the ReShape Board of Directors, to serve on the Board effective immediately after the consummation of the Merger. Pursuant to the Merger Agreement and as previously disclosed, the Board elected and designated Dan W. Gladney to serve as the Board's Chairperson and Gary D. Blackford to serve as the Board's Lead Director effective as of the consummation of the Merger.


Other than as set forth herein, there are no arrangements or understandings with any of the New Directors or any other person pursuant to which such New Director was selected and none of the New Directors has a direct or indirect material interest in any related party transaction required to be disclosed under Item 404(a) of Regulation S-K.


In connection with their service on the Board, each New Director who is not an employee of the Company or any parent or subsidiary of the Company will be entitled to receive compensation pursuant to the Company's director compensation program applicable to all of the Company's non-employee directors.


Following the Merger, the composition of the Board and their respective classes are as follows:


Class I - Term Expiring in 2023 Class II - Term Expiring in 2021 Class III - Term Expiring in 2022 

 Dan W. Gladney Gary D. Blackford Barton P. Bandy 

 Lori C. McDougal Arda M. Minocherhomjee 


Following the Merger, the composition of the committees of the Board are as follows:


Audit Committee Compensation Committee Nominating and Governance Committee 

 Lori C. McDougal (Chair) Gary D. Blackford (Chair) Gary D. Blackford (Chair) 

 Gary Blackford Lori C. McDougal Dan W. Gladney 

 Arda M. Minocherhomjee Arda M. Minocherhomjee Arda M. Minocherhomjee 


Also on June 15, 2021, in connection with the consummation of the Merger, Bart Bandy was appointed as President and Chief Executive Officer of the Company and Thomas Stankovich was appointed as Chief Financial Officer and Secretary of the Company. In connection therewith, Andew Rasdal resigned as a director and the President and Chief Executive Officer of the Company and Nooshin Hussainy resigned as Chief Financial Officer and Secretary of the Company.


In connection with the foregoing each of the new directors and officers will enter into the Company's standard form of indemnification agreement for its directors and officers.