0000919574-21-004190.txt : 20210622 0000919574-21-004190.hdr.sgml : 20210622 20210622084935 ACCESSION NUMBER: 0000919574-21-004190 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20210615 FILED AS OF DATE: 20210622 DATE AS OF CHANGE: 20210622 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: 001-37897 FILM NUMBER: 211033153 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: Boyd Steven CENTRAL INDEX KEY: 0001706140 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37897 FILM NUMBER: 211033152 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: 0001427570 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1001 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92673 BUSINESS PHONE: 949-429-6680 MAIL ADDRESS: STREET 1: 1001 CALLE AMANECER CITY: SAN CLEMENTE STATE: CA ZIP: 92673 FORMER COMPANY: FORMER CONFORMED NAME: OBALON THERAPEUTICS INC DATE OF NAME CHANGE: 20080220 3 1 ownership.xml X0206 3 2021-06-15 0 0001427570 ReShape Lifesciences Inc. RSLS 0001601086 ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK NY 10022 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, $.001 par value per share 2409342 D Common Stock, $.001 par value per share 2409342 I See Footnote 1 Series A Warrants Common Stock 1479713 D Series A Warrants Common Stock 1479713 I See Footnote 1 Series E Warrants Common Stock 1479713 D Series E Warrants Common Stock 1479713 I See Footnote 1 Series G Warrants Common Stock 676440 D Series G Warrants Common Stock 676440 I See Footnote 1 Series G Warrants Common Stock 676440 D Series G Warrants Common Stock 676440 I See Footnote 1 Warrant Common Stock 2254800 D Warrant Common Stock 2254800 I See Footnote 1 Warrant Common Stock 563700 D Warrant Common Stock 563700 I See Footnote 1 Total Return Swap Common Stock 283000 D Total Return Swap Common Stock 283000 I See Footnote 1 Total Return Swap Common Stock 108333 D Total Return Swap Common Stock 108333 I See Footnote 1 The reported securities are directly held 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 ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. 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 terms of these Series A Warrants are substantially similar to the Series A Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Reshape Lifesciences Inc. ("Pre-Merger ReShape"), as modified by the Agreement and Plan of Merger, dated as of January 19, 2021, by and among Obalon Therapeutics, Inc., Optimus Merger Sub, Inc., and Pre-Merger ReShape (incorporated by reference to Exhibit 2.1 the Form 8-K filed by Pre-Merger ReShape with the SEC on June 15, 2021) (the "Merger Agreement"). The terms of these Series E Warrants are substantially similar to the Series E Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement. The terms of these Series G Warrants are substantially similar to the New Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement. The terms of these Series G Warrants ("Additional Series G Warrants") are substantially similar to the Existing Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement. The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Third Amendment to Credit Agreement, dated December 16, 2020 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Pre-Merger ReShape with the SEC on December 22, 2020) and the Merger Agreement. The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Fourth Amendment to Credit Agreement, dated January 19, 2021 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Pre-Merger ReShape with the SEC on January 20, 2021) and the Merger Agreement. The Master Fund entered into a total return swap with a counterparty which expires on January 20, 2023 with a current reference price of $9.36 per share The swap references a total notional number of shares of common stock of 283,000. These swaps generally require the counterparty to pay the Master Fund the extent to which the stock price is less than the reference price and requires the Master Fund to pay to the counterparty the extent to which the stock price is more than the reference price. The Master Fund entered into a total return swap with a counterparty which expires on August 16, 2021 with a current reference price of $9.72 per share. The swap references a total notional number of shares of common stock of 108,333. These swaps generally require the counterparty to pay the Master Fund the extent to which the stock price is less than the reference price and requires the Master Fund to pay to the counterparty the extent to which the stock price is more than the reference price. Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 2021-06-22 /s/ Steven Boyd 2021-06-22