0000919574-20-005887.txt : 20200916
0000919574-20-005887.hdr.sgml : 20200916
20200916204352
ACCESSION NUMBER: 0000919574-20-005887
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200914
FILED AS OF DATE: 20200916
DATE AS OF CHANGE: 20200916
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ARMISTICE CAPITAL, LLC
CENTRAL INDEX KEY: 0001601086
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33818
FILM NUMBER: 201179911
BUSINESS ADDRESS:
STREET 1: 510 MADISON AVENUE, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: (212) 231-4932
MAIL ADDRESS:
STREET 1: 510 MADISON AVENUE, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Armistice Capital Master Fund Ltd.
CENTRAL INDEX KEY: 0001633584
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33818
FILM NUMBER: 201179912
BUSINESS ADDRESS:
STREET 1: C/O ARMISTICE CAPITAL, LLC
STREET 2: 510 MADISON AVENUE, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
BUSINESS PHONE: 212-231-4932
MAIL ADDRESS:
STREET 1: C/O ARMISTICE CAPITAL, LLC
STREET 2: 510 MADISON AVENUE, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Boyd Steven
CENTRAL INDEX KEY: 0001706140
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33818
FILM NUMBER: 201179913
MAIL ADDRESS:
STREET 1: 510 MADISON AVENUE, 7TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: ReShape Lifesciences Inc.
CENTRAL INDEX KEY: 0001371217
STANDARD INDUSTRIAL CLASSIFICATION: ELECTROMEDICAL & ELECTROTHERAPEUTIC APPARATUS [3845]
IRS NUMBER: 481293684
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1001 CALLE AMANECER
CITY: SAN CLEMENTE
STATE: CA
ZIP: 92673
BUSINESS PHONE: 9494296680
MAIL ADDRESS:
STREET 1: 1001 CALLE AMANECER
CITY: SAN CLEMENTE
STATE: CA
ZIP: 92673
FORMER COMPANY:
FORMER CONFORMED NAME: EnteroMedics Inc
DATE OF NAME CHANGE: 20060802
4
1
ownership.xml
X0306
4
2020-09-14
0
0001371217
ReShape Lifesciences Inc.
RSLS
0001601086
ARMISTICE CAPITAL, LLC
510 MADISON AVENUE, 7TH FLOOR
NEW YORK
NY
10022
0
0
1
0
0001633584
Armistice Capital Master Fund Ltd.
C/O DMS CORPORATE SERVICES LTD.
20 GENESIS CLOSE, P.O. BOX 314
GRAND CAYMAN
E9
KY1-1104
CAYMAN ISLANDS
0
0
1
0
0001706140
Boyd Steven
C/O ARMISTICE CAPITAL, LLC
510 MADISON AVENUE, 7TH FLOOR
NEW YORK
NY
10022
0
0
1
0
Common Stock
2020-09-16
4
P
0
100
3.75
A
5312100
D
Common Stock
2020-09-16
4
P
0
0
0
A
5312100
I
See Footnote
Series G Warrants
2020-09-14
4
J
0
1200000
A
2020-09-14
2025-09-14
COMMON STOCK
1200000
1200000
D
Series G Warrants
2020-09-14
4
J
0
0
A
2020-09-14
2025-09-14
COMMON STOCK
0
1200000
I
See Footnote
Series G Warrants
2020-03-25
2025-03-25
COMMON STOCK
1200000
1200000
D
Series G Warrants
2020-03-25
2025-03-25
COMMON STOCK
0
1200000
I
See Footnote
Series E Warrants
2019-09-23
2020-11-12
COMMON STOCK
2625000
2625000
D
Series E Warrants
2019-09-23
2020-11-12
COMMON STOCK
0
2625000
I
See Footnote
Series A Warrants
2019-06-18
2024-11-12
COMMON STOCK
2625000
2625000
D
Series A Warrants
2019-06-18
2024-11-12
COMMON STOCK
0
2625000
I
See Footnote
The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital. Armistice Capital and Steven Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
The Issuer issued to the Master Fund these Series G Warrants (the "Existing Series G Warrants") in connection with a credit agreement entered into between the Issuer and the Master Fund on March 25, 2020, as amended on March 31, 2020 (the "Credit Agreement"). The exercise price for each Existing Series G Warrant is the lesser of: (i) $3.70 per share of the Issuer's common stock (collectively, the "Shares"); or (ii) the average of the two lowest volume weighted average prices for the Shares during the 10 trading days immediately prior to the exercise date, subject to adjustment pursuant to the terms of the Series G Common Stock Purchase Warrant dated March 25, 2020.
The exercise price of each Series E Warrant is $0.05 per Share, subject to adjustment pursuant to the terms of the Series E Warrants.
The exercise price for each Series A Warrant is $0.022 per Share, subject to adjustment pursuant to the terms of the Series A Warrants.
The Issuer issued to the Master Fund these Series G Warrants (the "New Series G Warrants") in connection with a second amendment to the Credit Agreement entered into between Issuer and the Master Fund on September 14, 2020. The exercise price for each New Series G Warrant is $3.25 per Share, subject to adjustment pursuant to cashless exercise provisions and other terms set forth in the Series G Common Stock Purchase Warrant dated September 14, 2020.
Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member
2020-09-16
Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director
2020-09-16
/s/ Steven Boyd
2020-09-16