Sec Form 4 Filing - ARMISTICE CAPITAL, LLC @ ReShape Weightloss Inc. - 2021-06-15

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person ARMISTICE CAPITAL, LLC 2. Issuer Name and Ticker or Trading Symbol ReShape Weightloss Inc. [ RSLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 510 MADISON AVENUE, 7TH FLOOR, 3. Date of Earliest Transaction (MM/DD/YY) 06/15/2021 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 06/15/2021 J( 1 ) 5,330,277 D 0 D ( 2 ) Common Stock 06/15/2021 J( 1 ) 0 D $ 0 0 I See Footnote ( 2 )

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Series A Warrants $ 0.022 06/15/2021 J( 3 ) 2,625,000 ( 4 ) 11/12/2024 Common Stock 2,625,000 ( 3 ) 0 ( 3 ) D ( 2 ) Series A Warrants $ 0.022 06/15/2021 J( 3 ) 0 ( 4 ) 11/12/2024 Common Stock 0 $ 0 0 ( 3 ) I See Footnote ( 2 ) Series E Warrants $ 0.05 06/15/2021 J( 3 ) 2,625,000 ( 4 ) 11/12/2024 Common Stock 2,625,000 ( 3 ) 0 ( 3 ) D ( 2 ) Series E Warrants $ 0.05 06/15/2021 J( 3 ) 0 ( 4 ) 11/12/2024 Common Stock 0 $ 0 0 ( 3 ) I See Footnote ( 2 ) Series G Warrants $ 3.25 06/15/2021 J( 3 ) 1,200,000 ( 4 ) 09/14/2025 Common Stock 1,200,000 ( 3 ) 0 ( 3 ) D ( 2 ) Series G Warrants $ 3.25 06/15/2021 J( 3 ) 0 ( 4 ) 09/14/2025 Common Stock 0 $ 0 0 ( 3 ) I See Footnote ( 2 ) Series G Warrants $ 3.7 06/15/2021 J( 3 ) 1,200,000 ( 4 ) 03/25/2025 Common Stock 1,200,000 ( 3 ) 0 ( 3 ) D ( 2 ) Series G Warrants $ 3.7 06/15/2021 J( 3 ) 0 ( 4 ) 03/25/2025 Common Stock 0 $ 0 0 ( 3 ) I See Footnote ( 2 ) Warrant $ 3.5 06/15/2021 J( 3 ) 4,000,000 ( 4 ) 12/16/2025 Common Stock 4,000,000 ( 3 ) 0 ( 3 ) D ( 2 ) Warrant $ 3.5 06/15/2021 J( 3 ) 0 ( 4 ) 12/16/2025 Common Stock 0 $ 0 0 ( 3 ) I See Footnote ( 2 ) Warrant $ 3.5 06/15/2021 J( 3 ) 1,000,000 ( 4 ) 01/19/2026 Common Stock 1,000,000 ( 3 ) 0 ( 3 ) D ( 2 ) Warrant $ 3.5 06/15/2021 J( 3 ) 0 ( 4 ) 01/19/2026 Common Stock 0 $ 0 0 ( 3 ) I See Footnote ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY10022 X Armistice Capital Master Fund Ltd. C/O DMS CORPORATE SERVICES LTD. 20 GENESIS CLOSE, P.O. BOX 314 GRAND CAYMAN, E9KY1-1104 X Boyd Steven C/O ARMISTICE CAPITAL, LLC 510 MADISON AVENUE, 7TH FLOOR NEW YORK, NY10022 X Signatures Armistice Capital, LLC By: /s/ Steven Boyd, Managing Member 06/22/2021 Signature of Reporting Person Date Armistice Capital Master Fund Ltd. By: /s/ Steven Boyd, Director 06/22/2021 Signature of Reporting Person Date /s/ Steven Boyd 06/22/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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"). ( 2 )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. ( 3 )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. ( 4 )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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.