0000919574-19-004279.txt : 20190624 0000919574-19-004279.hdr.sgml : 20190624 20190624164845 ACCESSION NUMBER: 0000919574-19-004279 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190613 FILED AS OF DATE: 20190624 DATE AS OF CHANGE: 20190624 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33818 FILM NUMBER: 19915928 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33818 FILM NUMBER: 19915929 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: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33818 FILM NUMBER: 19915930 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 3 1 ownership.xml X0206 3 2019-06-13 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, $0.01 par value per share 13000000 D Common Stock, $0.01 par value per share 13000000 I See Footnote Series A Warrants 2019-06-18 Common Stock 315000000 D Series A Warrants 2019-06-18 Common Stock 315000000 I See Footnote Series B Warrants 2019-06-18 Common Stock 315000000 D Series B Warrants 2019-06-18 Common Stock 315000000 I See Footnote Series C Prefunded Warrants 2019-06-18 Common Stock 302000000 D Series C Prefunded Warrants 2019-06-18 Common Stock 302000000 I See Footnote The reported securities are directly owned by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"). The reported securities may be deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also be deemed to be indirectly beneficially owned by Steven Boyd as 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 interest 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. These Series A Warrants are currently exercisable; provided, however, that until the effectuation date of a reverse stock split by the Issuer (the "Reverse Stock Split"), the Issuer is not required to issue upon exercise of the Series A Warrants a number of Shares that, when aggregated with any other Shares issued: (i) pursuant to a securities purchase agreement entered into between the Issuer and the Master Fund on June 13, 2019 (the "Securities Purchase Agreement"); (ii) upon prior exercise of the Series A Warrants and the other warrants issued pursuant to the Securities Purchase Agreement; and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Shares pursuant to the Securities Purchase Agreement, would exceed 247,161,824, subject to adjustment pursuant to the terms of the Securities Purchase Agreement. The Series A Warrants have a term of five years following the effectuation of the Reverse Stock Split. The exercise price for each Series A Warrant is $0.022 per share of Common Stock, subject to adjustment pursuant to the terms of the Series A Warrants. These Series B Warrants are currently exercisable; provided, however, that until the effectuation date of the Reverse Stock Split, the Issuer is not required to issue upon exercise of the Series B Warrants a number of Shares that, when aggregated with any other Shares issued: (i) pursuant to the Securities Purchase Agreement; (ii) upon prior exercise of the Series B Warrants and the other warrants issued pursuant to the Securities Purchase Agreement; and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Shares pursuant to the Securities Purchase Agreement, would exceed 247,161,824, subject to adjustment pursuant to the terms of the Securities Purchase Agreement. The Series B Warrants have a term of one year following the effectuation of the Reverse Stock Split. The exercise price for each Series B Warrant is $0.02 per share of Common Stock, subject to adjustment pursuant to the terms of the Series B Warrants. These Series C Prefunded Warrants are currently exercisable; provided, however, that until the effectuation date of the Reverse Stock Split, the Issuer is not required to issue upon exercise of the Series C Prefunded Warrants a number of Shares that, when aggregated with any other Shares issued: (i) pursuant to the Securities Purchase Agreement; (ii) upon prior exercise of the Series C Prefunded Warrants and the other warrants issued pursuant to the Securities Purchase Agreement; and (iii) pursuant to any warrants issued to any registered broker-dealer as a fee in connection with the issuance of Shares pursuant to the Securities Purchase Agreement, would exceed 247,161,824, subject to adjustment pursuant to the terms of the Securities Purchase Agreement. The Series C Prefunded Warrants have a perpetual term. The exercise price for each Series C Prefunded Warrant is $0.001 per share of Common Stock, subject to adjustment pursuant to the terms of the Series C Prefunded Warrants. Armistice Capital, LLC /s/ Steven Boyd, Managing Member 2019-06-24 Armistice Capital Master Fund Ltd. /s/ Steven Boyd, Director 2019-06-24 /s/ Steven Boyd 2019-06-24