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