Filing Details
- Accession Number:
- 0000919574-20-005887
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2020-09-16 20:43:52
- Reporting Period:
- 2020-09-14
- Accepted Time:
- 2020-09-16 20:43:52
- SEC Url:
- Form 4 Filing
Issuer
| Cik | Name | Symbol | Sector (SIC) | IRS No |
|---|---|---|---|---|
| 1371217 | Reshape Lifesciences Inc. | RSLS | Electromedical & Electrotherapeutic Apparatus (3845) | 481293684 |
Insiders
| Cik | Name | Reported Address | Insider Title | Director | Officer | Large Shareholder | Other |
|---|---|---|---|---|---|---|---|
| 1601086 | Armistice Capital, Llc | 510 Madison Avenue, 7Th Floor New York NY 10022 | No | No | Yes | No | |
| 1633584 | Ltd. Fund Master Capital Armistice | C/O Dms Corporate Services Ltd. 20 Genesis Close, P.o. Box 314 Grand Cayman E9 KY1-1104 | No | No | Yes | No | |
| 1706140 | Steven Boyd | C/O Armistice Capital, Llc 510 Madison Avenue, 7Th Floor New York NY 10022 | No | No | Yes | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Acquisiton | 2020-09-16 | 100 | $3.75 | 5,312,100 | No | 4 | P | Direct | |
| Common Stock | Acquisiton | 2020-09-16 | 0 | $0.00 | 5,312,100 | No | 4 | P | Indirect | See Footnote |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | P | Direct | |
| No | 4 | P | Indirect | See Footnote |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Series G Warrants | Acquisiton | 2020-09-14 | 1,200,000 | $0.00 | 1,200,000 | $0.00 |
| Common Stock | Series G Warrants | Acquisiton | 2020-09-14 | 0 | $0.00 | 0 | $0.00 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 1,200,000 | 2020-09-14 | 2025-09-14 | No | 4 | J | Direct |
| 1,200,000 | 2020-09-14 | 2025-09-14 | No | 4 | J | Indirect |
Reported Derivative Holdings
| Sec. Name | Sec. Type | Price | Date | Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|---|---|---|---|
| Common Stock | Series G Warrants | $0.00 | 2020-03-25 | 2025-03-25 | 1,200,000 | 1,200,000 | Direct |
| Common Stock | Series G Warrants | $0.00 | 2020-03-25 | 2025-03-25 | 0 | 1,200,000 | Indirect |
| Common Stock | Series E Warrants | $0.00 | 2019-09-23 | 2020-11-12 | 2,625,000 | 2,625,000 | Direct |
| Common Stock | Series E Warrants | $0.00 | 2019-09-23 | 2020-11-12 | 0 | 2,625,000 | Indirect |
| Common Stock | Series A Warrants | $0.00 | 2019-06-18 | 2024-11-12 | 2,625,000 | 2,625,000 | Direct |
| Common Stock | Series A Warrants | $0.00 | 2019-06-18 | 2024-11-12 | 0 | 2,625,000 | Indirect |
| Expiration Date | Amount | Remaning Holdings | Nature of Ownership |
|---|---|---|---|
| 2025-03-25 | 1,200,000 | 1,200,000 | Direct |
| 2025-03-25 | 0 | 1,200,000 | Indirect |
| 2020-11-12 | 2,625,000 | 2,625,000 | Direct |
| 2020-11-12 | 0 | 2,625,000 | Indirect |
| 2024-11-12 | 2,625,000 | 2,625,000 | Direct |
| 2024-11-12 | 0 | 2,625,000 | Indirect |
Footnotes
- The reported securities are directly owned 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. Armistice Capital and Steven 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 Issuer issued to the Master Fund these Series G Warrants (the "Existing Series G Warrants") in connection with a credit agreement entered into between the Issuer and the Master Fund on March 25, 2020, as amended on March 31, 2020 (the "Credit Agreement"). The exercise price for each Existing Series G Warrant is the lesser of: (i) $3.70 per share of the Issuer's common stock (collectively, the "Shares"); or (ii) the average of the two lowest volume weighted average prices for the Shares during the 10 trading days immediately prior to the exercise date, subject to adjustment pursuant to the terms of the Series G Common Stock Purchase Warrant dated March 25, 2020.
- The exercise price of each Series E Warrant is $0.05 per Share, subject to adjustment pursuant to the terms of the Series E Warrants.
- The exercise price for each Series A Warrant is $0.022 per Share, subject to adjustment pursuant to the terms of the Series A Warrants.
- The Issuer issued to the Master Fund these Series G Warrants (the "New Series G Warrants") in connection with a second amendment to the Credit Agreement entered into between Issuer and the Master Fund on September 14, 2020. The exercise price for each New Series G Warrant is $3.25 per Share, subject to adjustment pursuant to cashless exercise provisions and other terms set forth in the Series G Common Stock Purchase Warrant dated September 14, 2020.
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