ARMISTICE CAPITAL, LLC - 15 Jun 2021 Form 4 Insider Report for ReShape Weightloss Inc. (RSLS)

Role
10%+ Owner
Signature
Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member
Issuer symbol
RSLS
Transactions as of
15 Jun 2021
Net transactions value
$0
Form type
4
Filing time
22 Jun 2021, 08:33:40 UTC
Previous filing
18 May 2021
Next filing
22 Jun 2021
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RSLS Common Stock Other -5,330,277 -100% 0 15 Jun 2021 Direct F1, F2
transaction RSLS Common Stock Other $0 0 $0.000000* 0 15 Jun 2021 See Footnote F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RSLS Series A Warrants Other -2,625,000 -100% 0 15 Jun 2021 Common Stock 2,625,000 $0.0220 Direct F2, F3, F4
transaction RSLS Series A Warrants Other $0 0 $0.000000* 0 15 Jun 2021 Common Stock 0 $0.0220 See Footnote F2, F3, F4
transaction RSLS Series E Warrants Other -2,625,000 -100% 0 15 Jun 2021 Common Stock 2,625,000 $0.0500 Direct F2, F3, F4
transaction RSLS Series E Warrants Other $0 0 $0.000000* 0 15 Jun 2021 Common Stock 0 $0.0500 See Footnote F2, F3, F4
transaction RSLS Series G Warrants Other -1,200,000 -100% 0 15 Jun 2021 Common Stock 1,200,000 $3.25 Direct F2, F3, F4
transaction RSLS Series G Warrants Other $0 0 $0.000000* 0 15 Jun 2021 Common Stock 0 $3.25 See Footnote F2, F3, F4
transaction RSLS Series G Warrants Other -1,200,000 -100% 0 15 Jun 2021 Common Stock 1,200,000 $3.70 Direct F2, F3, F4
transaction RSLS Series G Warrants Other $0 0 $0.000000* 0 15 Jun 2021 Common Stock 0 $3.70 See Footnote F2, F3, F4
transaction RSLS Warrant Other -4,000,000 -100% 0 15 Jun 2021 Common Stock 4,000,000 $3.50 Direct F2, F3, F4
transaction RSLS Warrant Other $0 0 $0.000000* 0 15 Jun 2021 Common Stock 0 $3.50 See Footnote F2, F3, F4
transaction RSLS Warrant Other -1,000,000 -100% 0 15 Jun 2021 Common Stock 1,000,000 $3.50 Direct F2, F3, F4
transaction RSLS Warrant Other $0 0 $0.000000* 0 15 Jun 2021 Common Stock 0 $3.50 See Footnote F2, F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

ARMISTICE CAPITAL, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 These reported securities were disposed of pursuant to a merger between the Issuer, Obalon Therapeutics, Inc. ("Obalon") and Optimus Merger Sub, a wholly owned subsidiary of Obalon ("Merger Sub") that became effective on June 15, 2021 (the "Merger"). As a result of the Merger, Obalon was renamed ReShape Lifesciences Inc. ("Combined Company") and all of the reported securities were converted into securities of the Combined Company pursuant to the conversion ratio and all other terms contained in the Agreement and Plan of Merger, dated as of January 19, 2021, by and among the Issuer, Obalon, and Merger Sub (incorporated by reference to Exhibit 2.1 the Form 8-K filed by the Issuer with the SEC on June 15, 2021) (the "Merger Agreement").
F2 The reported securities were directly held by the Master Fund. The reported securities may have been 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 have been deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Mr. Boyd disclaim beneficial ownership of the disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were 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.
F3 These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.
F4 These warrants are currently exercisable and became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.