Sec Form 13D Filing - ARMISTICE CAPITAL LLC filing for RESHAPE LIFESCIENCES INC C (RSLS) - 2021-06-25

Brian Kohn

c/o Armistice Capital, LLC

510 Madison Avenue

7^th Floor

New York, NY 10022

Telephone Number: (212) 231-4930

(Name, Address and Telephone Number of Person Authorized to Receive

Notices and Communications)

[_]

[_]

The name of the issuer is ReShape Lifesciences Inc., a Delaware corporation (the "Issuer"). The address of the Issuer's principal executive offices is 1001 Calle Amanecer, San Clemente, California 92673. This Schedule 13D relates to the Issuer's Common Stock, par value $0.001 per share (collectively, the "Shares").

Armistice Capital is an investment adviser registered with the Securities and Exchange Commission (the "SEC") that is principally engaged in the business of providing investment management services to private investment vehicles, including Armistice Capital Master Fund Ltd. (the "Master Fund"). The principal business address of Armistice Capital is 510 Madison Avenue, 7^th Floor, New York, New York 10022.

Steven Boyd is the managing member of Armistice Capital and a director of the Master Fund. Mr. Boyd's business address is 510 Madison Avenue, 7^th Floor, New York, New York 10022.

The funds for the purchase of the 7,223,346 Shares and the Warrants (as defined below) of the Issuer beneficially owned by Armistice Capital came from the working capital of the Master Fund, which is the direct holder of such Shares and Warrants. No borrowed funds were used to purchase the Shares or the Warrants, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The funds for the purchase of the 7,223,346 Shares and the Warrants of the Issuer beneficially owned by Mr. Boyd came from the working capital of the Master Fund, which is the direct holder of such Shares and Warrants. No borrowed funds were used to purchase the Shares or Warrants, other than any borrowed funds used for working capital purposes (including certain leverage arrangements) in the ordinary course of business.

The Reporting Persons purchased the Shares for investment (or received them in connection with the Merger (as defined below)) in the ordinary course of their investment activities based on the Reporting Persons' belief that the Shares, when purchased, were undervalued and represented an attractive investment opportunity. The Reporting Persons intend to review their investment in the Issuer on a continuing basis. Depending on various factors including, without limitation, the Issuer's financial position, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, participating on the Board of Directors of the Issuer (the "Board"), engaging in communications with management and/or the Board, engaging in discussions with stockholders of the Issuer and others about the Issuer and the Reporting Persons' investment, reshaping the Issuer's corporate strategy, recommending business development transactions, proposing changes to management, operations and the structure of the Board (including the composition of the Board), purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in subparagraphs (a) - (j) of Item 4 of Schedule 13D.

Except as otherwise set forth herein, the Reporting Persons do not have any present plans or proposals which would relate to, or result in, the matters set forth in subparagraphs (a) – (j) of Item 4 of Schedule 13D. However, subject to market conditions and in compliance with applicable securities laws, the Reporting Persons reserve the right, at a later date, to effect one or more of such changes or transactions in the number of Shares they may be deemed to beneficially own in open-market or privately negotiated transactions, on such terms and at such times as the Reporting Persons may deem advisable.

On June 15, 2020, ReShape Weightloss Inc. (then-known as ReShape Lifesciences Inc.) ("Pre-Existing ReShape"), the Issuer and Optimus Merger Sub, a wholly owned subsidiary of the Issuer ("Merger Sub") completed a merger (the "Merger"). Pursuant to the terms of the Merger, Merger Sub merged with and into Pre-Existing ReShape, with Pre-Existing ReShape surviving as a wholly owned subsidiary of the Issuer. As a result of the Merger, the Issuer was renamed ReShape Lifesciences Inc. Pre-Existing ReShape was renamed ReShape Weightloss Inc. All shares and warrants of Pre-Existing ReShape beneficially owned by the Reporting Persons immediately prior to the closing of the Merger were converted into Shares and Warrants, respectively, of the Issuer as a result of the Merger pursuant to the conversion ratio and the terms described in the Agreement and Plan of Merger referenced by the Issuer in Exhibit 2.1 to the Form 8-K filed with the SEC on June 15, 2021 attached hereto as Exhibit C (the "Merger Agreement"). The foregoing description is not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the form of Merger Agreement, which is incorporated herein by reference.

As of the date hereof, Armistice Capital: (i) may be deemed to beneficially own 7,223,346 Shares, constituting 49.8% of the Shares, based upon 7,360,366 Shares outstanding as of the date hereof based on information provided to the Reporting Persons by the Issuer, as adjusted for Warrants of the Issuer beneficially owned by Armistice Capital; (ii) has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 7,223,346 Shares; and (iii) has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 7,223,346 Shares.

As of the date hereof, Mr. Boyd: (i) may be deemed to beneficially own 7,223,346 Shares, constituting 49.8% of the Shares, based upon 6,817,393 Shares outstanding as of the date hereof, as adjusted for Warrants of the Issuer beneficially owned by Mr. Boyd; (ii) has the sole power to vote or direct the vote of 0 Shares and the shared power to vote or direct the vote of 7,223,346 Shares; and (iii) has the sole power to dispose or direct the disposition of 0 Shares and the shared power to dispose or direct the disposition of 7,223,346 Shares.

Other than the transactions described above, the transactions in the Shares by the Reporting Persons during the past sixty days are set forth on Exhibit B. All of the reported transactions set forth on Exhibit B were entered into by the Master Fund.

(e)

N/A

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information set forth in Item 4 above is incorporated by reference in its entirety in this Item 6.

In connection with the Merger, the warrants that the Reporting Persons beneficially owned in Pre-Existing ReShape were exchanged for warrants of the Issuer with substantially similar terms, as modified by the Merger Agreement. Such warrants of the Issuer beneficially owned by the Reporting Persons include 1,479,713 series A warrants (the "Series A Warrants"), 1,479,713 series E warrants (the "Series E Warrants"), 676,440 series G warrants (the "Series G Warrants"), 676,440 additional series G warrants (the "Additional Series G Warrants"), and two additional warrants (the "Additional Warrants" and collectively with the Series A Warrants, the Series E Warrants, the Series G Warrants, and the Additional Series G Warrants, the "Warrants"). Each Warrant is presently exercisable. Each Series A Warrant, Series E Warrant, Series G Warrant and Additional Series G Warrant entitle the warrant-holder to purchase one Share, in accordance with the terms governing such warrants, as modified by the Merger Agreement. With respect to the two Additional Warrants, one entitles the warrant-holder to purchase 2,254,800 Shares, and the other entitles the warrant-holder to purchase 563,700 Shares, in accordance with the terms governing such warrants, as modified by the Merger Agreement. The foregoing descriptions of the Warrants are not, and does not purport to be, complete and is qualified in its entirety by reference to the full text of the documents governing such Warrants.

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.

Except as described above, the Reporting Persons do not have any contract, arrangement, understanding or relationship with any person with respect to securities of the Issuer that is not described in: (i) this Item 6; and/or (ii) Item 4 above.

Exhibit A: Joint Filing Agreement

Exhibit B: Schedule of Transactions in the Shares

Exhibit C: Agreement and Plan of Merger, dated as of January 19, 2021, by and among Obalon Therapeutics, Inc., Optimus Merger Sub, Inc., and ReShape Lifesciences Inc. (incorporated by reference to Exhibit 2.1 to Pre-Existing ReShape's Form 8-K filed with the SEC on June 15, 2021)

Name: Steven Boyd

Title: Managing Member

Name: Steven Boyd

Title: Managing Member

Purchase/Sale/

Conversion