RSLS / ReShape Lifesciences Inc. - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

ReShape Lifesciences Inc.
HINDI NA ACTIVE ANG SIMBONG ITO

Mga Batayang Estadistika
LEI 54930062V8N9YRX8R388
CIK 1371217
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to ReShape Lifesciences Inc.
SEC Filings (Chronological Order)
Halaman ini menyediakan daftar lengkap dan kronologis dari Pengajuan SEC, tidak termasuk pengajuan kepemilikan yang kami sediakan di tempat lain.
June 22, 2021 S-8 POS

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 15-12B

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 Certification and Notice of Termination of Registration under Section 12(g) of the Securities Exchange Act of 1934 or Suspension of Duty to File Reports Under Sections 13 and 15(d) of the Securities Exchange Act of 1934. Commission File Number: 1-33818 RESHAPE WEIGHTLOSS INC. (Exact name of registrant as specified in i

June 22, 2021 S-8 POS

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 POS AM

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 POS AM

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 POS AM

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 S-8 POS

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 S-8 POS

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 S-8 POS

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 POS AM

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 POS AM

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 POS AM

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 S-8 POS

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 POS AM

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 POS AM

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 SC 13D/A

RSLS / Reshape Lifesciences Inc / ARMISTICE CAPITAL, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

June 22, 2021 POS AM

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 POS AM

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 22, 2021 S-8 POS

As filed with the Securities and Exchange Commission on June 22, 2021

As filed with the Securities and Exchange Commission on June 22, 2021 Registration Nos.

June 15, 2021 EX-3.1

SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION RESHAPE WEIGHTLOSS INC.

Exhibit 3.1 SEVENTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RESHAPE WEIGHTLOSS INC. FIRST: The name of the corporation is ReShape Weightloss Inc. (the ?Corporation?). SECOND: The address of the Corporation?s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its regist

June 15, 2021 8-K

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 15, 2021 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission F

May 19, 2021 8-K

Submission of Matters to a Vote of Security Holders

? ? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? ?? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 18, 2021 425

ReShape Lifesciences Inc. 1Q 2021 Conference Call Script

Filed by ReShape Lifesciences Inc. pursuant to Rule 425 Under the Securities Act of 1933 Deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: Obalon Therapeutics, Inc. Commission File No. 001-37897 ReShape Lifesciences Inc. 1Q 2021 Conference Call Script Good Morning and thank you for joining the 1st quarter 2021 ReShape Lifesciences Earnings webinar. I a

May 17, 2021 EX-99.1

ReShape Lifesciencs Announces First Quarter 2021 Financial and Operational Results

? ? Exhibit 99.1 ? ReShape Lifesciencs Announces First Quarter 2021 Financial and Operational Results ? San Clemente, CA May 17, 2021 ? ReShape Lifesciences Inc. (OTCQB: RSLS), a leading developer and distributor of minimally invasive medical devices to treat obesity and metabolic diseases, today reported its financial and operational results for the three months ended March 31, 2021. Recent Highl

May 17, 2021 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

May 17, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): May 17, 2021 ? RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 1-33818 48-1293684 (State or other jurisdiction of incorpora

April 13, 2021 DEFM14A

- DEFM14A

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ??) Filed by the Registrant ? Filed by a Party other than the Registrant ? Check the appropriate box: ? Preliminary Proxy Statement ? ? Confidential, for Use of the Commission Only (as permitted by Rul

March 11, 2021 EX-21.1

Subsidiaries of ReShape Lifesciences Inc.

Exhibit 21.1 Subsidiaries ? Reshape Lifesciences, Inc. (Delaware) ReShape Lifesciences Netherlands B.V. (Netherlands) ReShape Lifesciences Australia Pty Ltd (Australia) ReShape Costa Rica Sociedad de Responsabilidad Limited (Costa Rica)

March 11, 2021 EX-10.5

Executive Employment Agreement, dated October 29, 2019, by and between the Company and Thomas Stankovich.

Exhibit 10.5 ? RESHAPE LIFESCIENCES EMPLOYMENT AGREEMENT ? THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered on October 29, 2019 (the "Agreement Date"), between ReShape Lifesciences, ("Company"), a Delaware corporation with its principal place of business at I 00 I Calle Amanecer, San Clemente, CA 92673; and Thomas Stankovich ("Employee"), a California resident whose address is 29011

March 11, 2021 EX-4.1

Description of Registrant’s Securities

Exhibit 4.1 RESHAPE LIFESCIENCES INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ReShape Lifesciences Inc., a Delaware corporation (?ReShape,? ?we,? ?us? and ?our?), has only one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.001 per share (?common stock?). Th

March 11, 2021 10-K

Annual Report - 10-K

Table of Contents ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

March 11, 2021 EX-10.4

Executive Employment Agreement, dated August 26, 2019, by and between the Company and Barton P. Bandy.

Exhibit 10.4 ? EXECUTIVE EMPLOYMENT AGREEMENT ? This Employment Agreement (the ?Agreement?) is made and entered as of August 26, 2019 (the ?Agreement Date?), between ReShape Lifesciences Inc. (?Company?), a Delaware corporation with its principal place of business at 1001 Calle Amanecer, San Clemente, CA 92673; and Barton P. Bandy (?Employee?), a California resident whose address is 23 Calle Pacif

March 10, 2021 EX-99.1

ReShape Lifesciences Announces Fourth Quarter and Full Year 2020 Financial Results

Exhibit 99.1 ReShape Lifesciences Announces Fourth Quarter and Full Year 2020 Financial Results San Clemente, CA March 10, 2021 – ReShape Lifesciences Inc. (OTCQB: RSLS), a global weight-loss solutions leader, today reported financial and operational results for the fourth quarter and full year ended December 31, 2020. Recent Highlights and Accomplishments ● Entered into a definitive merger agreem

March 10, 2021 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): March 10, 2021 ? RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 1-33818 48-1293684 (State or other jurisdiction of incorpo

January 20, 2021 425

Merger Prospectus - 425

Filed by ReShape Lifesciences Inc. pursuant to Rule 425 Under the Securities Act of 1933 Deemed filed pursuant to Rule 14a-12 Under the Securities Exchange Act of 1934 Subject Company: ReShape Lifesciences Inc. Commission File No. 001-33818 ReShape Lifesciences Inc. to Merge With Obalon Therapeutics, Inc. to Expand Weight Loss Product Offering SAN CLEMENTE, CA – January 20, 2021 – ReShape Lifescie

January 20, 2021 EX-10.2

Credit Facility Agreement, dated as of January 19, 2021, by and between ReShape Lifesciences Inc. and Armistice Capital Master Fund Ltd.

Exhibit 10.2 CREDIT FACILITY AGREEMENT This Credit Facility Agreement (“Agreement”) is dated as of January 19, 2021 between ReShape Lifesciences Inc., a Delaware corporation (“Borrower”), and Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (“Lender”). A. Borrower has requested that Lender make available to Borrower a line of credit (the “LOC”) in a maximum principal amount at

January 20, 2021 EX-99.1

VOTING AND SUPPORT AGREEMENT OBALON THERAPEUTICS, INC. CERTAIN STOCKHOLDERS OF RESHAPE LIFESCIENCES INC. DATED AS OF JANUARY __, 2021

Exhibit 99.1 VOTING AND SUPPORT AGREEMENT AMONG OBALON THERAPEUTICS, INC. AND CERTAIN STOCKHOLDERS OF RESHAPE LIFESCIENCES INC. DATED AS OF JANUARY , 2021 VOTING AND SUPPORT AGREEMENT dated as of January , 2021 (this “Agreement”), among Obalon Therapeutics, Inc., a Delaware corporation (“Obalon”), and each of the individuals and entities listed on the signature pages hereto (each, a “Stockholder”

January 20, 2021 425

Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissio

January 20, 2021 EX-10.1

Form of Voting and Support Agreement, dated January 19, 2021, by and among ReShape Lifesciences Inc. and certain stockholders of Obalon Therapeutics, Inc. (incorporated by reference to Exhibit 10.1 to ReShape’s Current Report on Form 8-K, filed on January 20, 2021).

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT AMONG RESHAPE LIFESCIENCES INC. AND CERTAIN STOCKHOLDERS OF OBALON THERAPEUTICS, INC. DATED AS OF JANUARY 19, 2021 VOTING AND SUPPORT AGREEMENT dated as of January 19, 2021 (this “Agreement”), among ReShape Lifesciences Inc., a Delaware corporation (“ReShape”), and each of the individuals and entities listed on the signature pages hereto (each, a “Stockhol

January 20, 2021 EX-10.1

Form of Voting and Support Agreement by and among ReShape Lifesciences Inc. and certain stockholders of Obalon Therapeutics, Inc.

Exhibit 10.1 VOTING AND SUPPORT AGREEMENT AMONG RESHAPE LIFESCIENCES INC. AND CERTAIN STOCKHOLDERS OF OBALON THERAPEUTICS, INC. DATED AS OF JANUARY 19, 2021 VOTING AND SUPPORT AGREEMENT dated as of January 19, 2021 (this “Agreement”), among ReShape Lifesciences Inc., a Delaware corporation (“ReShape”), and each of the individuals and entities listed on the signature pages hereto (each, a “Stockhol

January 20, 2021 EX-10.3

Fourth Amendment to Credit Agreement, dated January 19, 2021, by and between ReShape Lifesciences Inc. and Armistice Capital Master Fund Ltd.

Exhibit 10.3 FOURTH AMENDMENT TO CREDIT AGREEMENT This Fourth Amendment (this “Fourth Amendment”), dated as of January 19, 2021, is entered into by and among ReShape Lifesciences Inc., a Delaware corporation (the “Borrower”), and Armistice Capital Master Fund Ltd. (the “Lender”). WHEREAS, the Borrower and the Lender entered into a Credit Agreement dated as of March 25, 2020, which was amended on M

January 20, 2021 EX-2.1

Agreement and Plan of Merger, dated as of January 19, 2021, by and among Obalon Therapeutics, Inc. Optimus Merger Sub, Inc., and the Company (incorporated by reference to Exhibit 2.1 to the Company’s Current report on Form 8-K filed with the Securities and Exchange Commission on January 20, 2021).

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among OBALON THERAPEUTICS, INC., OPTIMUS MERGER SUB, INC., and RESHAPE LIFESCIENCES INC. Dated January 19, 2021 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 2 1.01 Definitions 2 1.02 Other Definitional Provisions 12 ARTICLE 2 THE MERGER 13 2.01 The Merger 13 2.02 Closing 13 2.03 Effective Time 13 2.04 Effects of the Merger 13 2.05 Certificate of Incorpora

January 20, 2021 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissio

January 20, 2021 425

Merger Prospectus - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 19, 2021 OBALON THERAPEUTICS, INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-37897 20-1828101 (Commiss

January 20, 2021 EX-2.1

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.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among OBALON THERAPEUTICS, INC., OPTIMUS MERGER SUB, INC., and RESHAPE LIFESCIENCES INC. Dated January 19, 2021 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 2 1.01 Definitions 2 1.02 Other Definitional Provisions 12 ARTICLE 2 THE MERGER 13 2.01 The Merger 13 2.02 Closing 13 2.03 Effective Time 13 2.04 Effects of the Merger 13 2.05 Certificate of Incorpora

January 20, 2021 EX-10.3

Fourth Amendment to Credit Agreement, dated January 19, 2021, by and between ReShape Lifesciences Inc. and Armistice Capital Master Fund Ltd.

Exhibit 10.3 FOURTH AMENDMENT TO CREDIT AGREEMENT This Fourth Amendment (this “Fourth Amendment”), dated as of January 19, 2021, is entered into by and among ReShape Lifesciences Inc., a Delaware corporation (the “Borrower”), and Armistice Capital Master Fund Ltd. (the “Lender”). WHEREAS, the Borrower and the Lender entered into a Credit Agreement dated as of March 25, 2020, which was amended on M

January 20, 2021 EX-10.2

Credit Facility Agreement, dated as of January 19, 2021, by and between ReShape Lifesciences Inc. and Armistice Capital Master Fund Ltd.

Exhibit 10.2 CREDIT FACILITY AGREEMENT This Credit Facility Agreement (“Agreement”) is dated as of January 19, 2021 between ReShape Lifesciences Inc., a Delaware corporation (“Borrower”), and Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (“Lender”). A. Borrower has requested that Lender make available to Borrower a line of credit (the “LOC”) in a maximum principal amount at

January 20, 2021 EX-2.1

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.*

Exhibit 2.1 AGREEMENT AND PLAN OF MERGER by and among OBALON THERAPEUTICS, INC., OPTIMUS MERGER SUB, INC., and RESHAPE LIFESCIENCES INC. Dated January 19, 2021 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS 2 1.01 Definitions 2 1.02 Other Definitional Provisions 12 ARTICLE 2 THE MERGER 13 2.01 The Merger 13 2.02 Closing 13 2.03 Effective Time 13 2.04 Effects of the Merger 13 2.05 Certificate of Incorpora

December 22, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2020 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissi

December 22, 2020 EX-10.1

Third Amendment to Credit Agreement, dated December 16, 2020, by and between the Company and Armistice Capital Master Fund Ltd.

Exhibit 10.1 THIRD AMENDMENT TO CREDIT AGREEMENT This Third Amendment (this “Third Amendment”), dated as of December 16, 2020, is entered into by and among ReShape Lifesciences Inc., a Delaware corporation (the “Borrower”), and Armistice Capital Master Fund Ltd. (the “Lender”). WHEREAS, the Borrower and the Lender entered into a Credit Agreement dated as of March 25, 2020, which was amended on Mar

November 13, 2020 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

10-Q 1 rsls-20200930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

November 12, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ? FORM 8-K ? CURRENT REPORT ? Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ? Date of Report (Date of earliest event reported): November 12, 2020 ? RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) ? ? ? ? Delaware 1-33818 48-1293684 (State or other jurisdiction of inco

November 12, 2020 EX-99.1

ReShape Lifesciences Announces Third Quarter 2020 Financial and Operational Results

? ? Exhibit 99.1 ? ReShape Lifesciences Announces Third Quarter 2020 Financial and Operational Results ? San Clemente, CA November 12, 2020 ? ReShape Lifesciences Inc. (OTCQB: RSLS), a global weight-loss solutions leader, today reported financial and operational results for the three months ended September 30, 2020. Recent Highlights and Accomplishments ? Increased third quarter revenues by 3% to

September 16, 2020 SC 13D/A

RSLS / ReShape Lifesciences Inc. / ARMISTICE CAPITAL, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

September 15, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant - FORM 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 14, 2020 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commiss

September 15, 2020 EX-10.1

Fifth Amendment to Credit Agreement, dated March 10, 2021, by and between the Company and Armistice Capital Master Fund Ltd.

Exhibit 10.1 SECOND AMENDMENT TO CREDIT AGREEMENT This Second Amendment (this “Second Amendment”), dated as of September 14, 2020, is entered into by and among ReShape Lifesciences Inc., a Delaware corporation (the “Borrower”), and Armistice Capital Master Fund Ltd. (the “Lender”). WHEREAS, the Borrower and the Lender entered into a Credit Agreement dated as of March 25, 2020, which was amended on

September 15, 2020 EX-10.2

Series G Common Stock Purchase Warrant, dated September 14, 2020, issued by the Company to Armistice Capital Master Fund Ltd. (incorporated by reference to exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 15, 2020 (File No. 001-33818)).

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

August 20, 2020 SC 13D/A

RSLS / ReShape Lifesciences Inc. / ARMISTICE CAPITAL, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

August 13, 2020 10-Q

Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ◻ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-33818 RESHA

August 13, 2020 EX-99.1

ReShape Lifesciences Announces Second Quarter 2020 Financial and Operational Results

Exhibit 99.1 ReShape Lifesciences Announces Second Quarter 2020 Financial and Operational Results San Clemente, CA August 13, 2020 – ReShape Lifesciences Inc. (OTCQB: RSLS), a global weight-loss solutions leader, today reported financial and operational results for the three months ended June 30, 2020. Recent Highlights and Accomplishments ● Launched ReShapeCareä, first-in-class reimbursed, telehe

August 13, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 13, 2020 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission

June 26, 2020 8-K

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 23, 2020 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission F

May 14, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2020 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission Fi

May 14, 2020 EX-99.1

ReShape Lifesciences Announces First Quarter 2020 Financial Results

Exhibit 99.1 ReShape Lifesciences Announces First Quarter 2020 Financial Results San Clemente, CA May 14, 2020 – ReShape Lifesciences Inc. (OTCQB: RSLS), a leading developer and distributor of minimally invasive medical devices to treat obesity and metabolic diseases, today reported financial results for the three months ended March 31, 2020. Recent Highlights and Accomplishments · Executed pruden

May 14, 2020 10-Q

Quarterly Report - 10-Q

10-Q 1 rsls-20200331x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Co

April 30, 2020 EX-10.32

Guarantee and Collateral Agreement, dated March 25, 2020, by and between the Company, ReShape Medical LLC and Armistice Capital Master Fund Ltd.

Exhibit 10.32 GUARANTEE AND COLLATERAL AGREEMENT dated as of March 25, 2020 among RESHAPE LIFESCIENCES INC. and RESHAPE MEDICAL LLC as Grantors, and ARMISTICE CAPITAL MASTER FUND LTD., as Lender GUARANTEE AND COLLATERAL AGREEMENT Guarantee and Collateral Agreement, dated as of March 25, 2020 (this “Agreement”), made by each signatory hereto (together with any other Person that becomes a party here

April 30, 2020 EX-21.1

Subsidiaries of ReShape Lifesciences Inc.

Exhibit 21.1 Subsidiaries Reshape Lifesciences, Inc. (Delaware) ReShape Lifesciences Netherlands B.V. (Netherlands) ReShape Lifesciences Australia Pty Ltd (Australia) ReShape Costa Rica Sociedad de Responsabilidad Limited (Costa Rica)

April 30, 2020 EX-10.34

Series G Common Stock Purchase Warrant, dated March 25, 2020, issued by the Company to Armistice Capital Master Fund Ltd.

Exhibit 10.34 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE

April 30, 2020 10-K

Annual Report - 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark one) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2019 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-33818

April 30, 2020 EX-4.1

Description of Registrant’s Securities

Exhibit 4.1 RESHAPE LIFESCIENCES INC. DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 ReShape Lifesciences Inc., a Delaware corporation (“ReShape,” “we,” “us” and “our”), has only one class of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended: our common stock, par value $0.001 per share (“common stock”). Th

April 30, 2020 EX-10.31

Credit Agreement, dated March 25, 2020, by and between the Company and Armistice Capital Master Fund Ltd.

Exhibit 10.31 EXECUTION VERSION CREDIT AGREEMENT This Credit Agreement ("Agreement") dated as of March 25, 2020 between ReShape Lifesciences Inc., a Delaware corporation ("Borrower"), and Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (“Lender”). In consideration of the mutual agreements herein contained, the parties hereto agree as follows: Section 1.Definitions; Interpreta

April 30, 2020 EX-10.33

Registration Rights Agreement, dated March 25, 2020, by and between the Company and Armistice Capital Master Fund Ltd.

Exhibit 10.33 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 25, 2020, between ReShape Life Sciences, Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and t

April 1, 2020 SC 13D/A

RSLSD / ReShape Lifesciences Inc. / ARMISTICE CAPITAL, LLC Activist Investment

SC 13D/A 1 d850247413d-a.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No. 3)* ReShape Lifesciences Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 761123603 (CUSIP Number) Daniel Radden c/o Armistice Capital, LLC 510 Madison Avenue 7th Floor New York, NY 10022 Tele

March 31, 2020 8-K

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2020 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction (Commission (IRS Employer of i

March 31, 2020 EX-10.2

Guarantee and Collateral Agreement, dated March 25, 2020, by and between the Company, ReShape Medical LLC and Armistice Capital Master Fund Ltd.

Exhibit 10.2 GUARANTEE AND COLLATERAL AGREEMENT dated as of March 25, 2020 among RESHAPE LIFESCIENCES INC. and RESHAPE MEDICAL LLC as Grantors, and ARMISTICE CAPITAL MASTER FUND LTD., as Lender GUARANTEE AND COLLATERAL AGREEMENT Guarantee and Collateral Agreement, dated as of March 25, 2020 (this “Agreement”), made by each signatory hereto (together with any other Person that becomes a party heret

March 31, 2020 EX-10.1

Credit Agreement, dated March 25, 2020, by and between the Company and Armistice Capital Master Fund Ltd., as amended

Exhibit 10.1 EXECUTION VERSION CREDIT AGREEMENT This Credit Agreement ("Agreement") dated as of March 25, 2020 between ReShape Lifesciences Inc., a Delaware corporation ("Borrower"), and Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (“Lender”). In consideration of the mutual agreements herein contained, the parties hereto agree as follows: Section 1.Definitions; Interpretat

March 31, 2020 EX-10.5

Amendment to Credit Agreement, dated March 31, 2020 by and between the Company and Armistice Capital Master Fund Ltd.,

Exhibit 10.5 AMENDMENT TO CREDIT AGREEMENT This Amendment (this “Amendment”), dated as of March 31, 2020, is entered into by and among ReShape Lifesciences Inc., a Delaware corporation (the “Borrower”), and Armistice Capital Master Fund Ltd. (the “Lender”). WHEREAS, the Borrower and the Lender entered into a Credit Agreement dated as of March 25, 2020 (the “Agreement”). WHEREAS, pursuant to Sectio

March 31, 2020 EX-10.3

Form of Series G Common Stock Purchase Warrant issued by the Company to Armistice Capital Master Fund Ltd. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities Exchange Commission on March 31, 2020).

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE R

March 31, 2020 EX-10.6

Amendment to Series G Common Stock Purchase Warrant, dated March 25, 2020 issued by the Company to Armistice Capital Master Fund Ltd., as amended

Exhibit 10.6 AMENDMENT TO SERIES G COMMON STOCK PURCHASE WARRANT This Amendment (this “Amendment”), dated as of March 31, 2020, is entered into by and among ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and Armistice Capital Master Fund Ltd. (the “Holder”). WHEREAS, the Company issued to the Holder a Series G Common Stock Purchase Warrant on March 25, 2020 (the “Warrant”). WHE

March 31, 2020 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8‑K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 25, 2020 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1‑33818 48‑1293684 (State or other jurisdiction of incorporation) (Commission

March 31, 2020 EX-10.4

Registration Rights Agreement, dated March 25, 2020, by and between the Company and Armistice Capital Master Fund Ltd.

Exhibit 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 25, 2020, between ReShape Life Sciences, Inc., a Delaware corporation (the “Company”), and the purchaser signatory hereto (the “Purchaser”). This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, between the Company and th

March 26, 2020 EX-99.1

Consolidated Balance Sheets (in thousands, except share and per share amounts)

Exhibit 99.1 ReShape Lifesciences Announces Fourth Quarter and Full Year 2019 Financial Results San Clemente, CA March 26, 2020 – ReShape Lifesciences Inc. (OTCQB: RSLS), a leading developer and distributor of minimally invasive medical devices to treat obesity and metabolic diseases, today reported financial results for the three months and full year ended December 31, 2019. Recent Highlights and

March 26, 2020 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2020 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission

March 5, 2020 EX-10.1

ReShape Lifesciences Inc. Change in Control Plan, dated as of February 28, 2020 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2020).

Exhibit 10.1 RESHAPE LIFESCIENCES INC. CHANGE IN CONTROL PLAN ARTICLE I PURPOSE, ESTABLISHMENT AND APPLICABILITY OF THE PLAN 1.1 Establishment of the Plan ReShape Lifesciences Inc., a Delaware corporation (the “Company”), established this Change in Control Plan (the “Plan”) effective as of February 28, 2020 (the “Effective Date”). 1.2 Purpose of the Plan The Plan is intended to ensure that the Com

March 5, 2020 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 28, 2020 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissi

February 10, 2020 SC 13G/A

RSLSD / ReShape Lifesciences Inc. / CVI Investments, Inc. - SC 13G/A Passive Investment

CUSIP No: 761123603 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 2)* ReShape Lifesciences Inc. (Name of Issuer) Common Stock, $0.001 par value per share (Title of Class of Securities) 761123603 (CUSIP Nu

November 18, 2019 SC 13D/A

RSLS / ReShape Lifesciences Inc. / ARMISTICE CAPITAL, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

November 14, 2019 10-Q

RSLS / ReShape Lifesciences Inc. 10-Q - Quarterly Report - 10-Q

10-Q 1 rsls-20190930x10q.htm 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from t

November 14, 2019 EX-3.1

Certificate of Amendment to Sixth Amended and Restated Certificate of Incorporation of the Company, dated November 8, 2019 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 14, 2019).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RESHAPE LIFESCIENCES INC. ReShape Lifesciences Inc. (the “Corporation”), a corporation duly organized and existing under the Delaware General Corporation Law (the “DGCL”), does hereby certify that: FIRST: The name of the corporation is ReShape Lifesciences Inc. and the name under which the corpor

November 14, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissi

November 14, 2019 EX-99.1

ReShape Lifesciences Announces Third Quarter 2019 Financial Results

Exhibit 99.1 ReShape Lifesciences Announces Third Quarter 2019 Financial Results San Clemente, CA November 14, 2019 – ReShape Lifesciences Inc. (OTCQB: RSLS), a leading developer and distributor of minimally invasive medical devices to treat obesity and metabolic diseases, today reported financial results for the three months ended September 30, 2019. Recent Highlights and Accomplishments · Recogn

November 6, 2019 8-K

Submission of Matters to a Vote of Security Holders

8-K 1 a19-2206218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 31, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction o

October 30, 2019 EX-99.1

ReShape Lifesciences Appoints Thomas Stankovich as Chief Financial Officer

Exhibit 99.1 ReShape Lifesciences Appoints Thomas Stankovich as Chief Financial Officer SAN CLEMENTE, CA, October 30, 2019 - ReShape Lifesciences Inc. (OTCQB: RSLS), a leading developer and distributor of minimally invasive medical devices to treat obesity and metabolic diseases, announced today the appointment of Thomas Stankovich as Chief Financial Officer (CFO) effective immediately. “We are ha

October 30, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissio

October 24, 2019 8-K

Termination of a Material Definitive Agreement, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 18, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissio

October 18, 2019 DEF 14A

RSLS / ReShape Lifesciences Inc. DEF 14A - - DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the

October 1, 2019 SC 13G/A

RSLS / ReShape Lifesciences Inc. / Bigger Capital Fund L P - AMENDMENT NO. 2 TO THE SCHEDULE 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 2 )1 ReShape Lifesciences Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 761123504 (CUSIP Number

September 30, 2019 SC 13D/A

RSLS / ReShape Lifesciences Inc. / ARMISTICE CAPITAL, LLC Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.

September 30, 2019 EX-10.2

Form of Series E Warrant (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K files with the Securities and Exchange Commission on September 30, 2019).

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

September 30, 2019 EX-10.1

Form of Warrant Exercise Agreement dated September 23, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2019).

Exhibit 10.1 WARRANT EXERCISE AGREEMENT This Warrant Exercise Agreement (this “Agreement”), dated as of September 23, 2019, is by and between ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and the undersigned holder (each, a “Holder” and, collectively, the “Holders”) of Series B Common Stock Purchase Warrants to purchase shares of common stock of the Company, $0.01 par value pe

September 30, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 23, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction (Commission (IRS Employer

September 30, 2019 EX-10.3

Form of Series F Warrant (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2019).

Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

September 30, 2019 EX-10.4

Form of Amended and Restated Registration Rights agreement (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 30, 2019.

Exhibit 10.4 AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of September 27, 2019, between ReShape Life Sciences, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). WHEREAS

September 10, 2019 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 4, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction (Commission (IRS Employer o

September 10, 2019 EX-16.1

Letter from Deloitte & Touche LLP to the Securities and Exchange Commission

September 10, 2019 Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01 of ReShape Lifesciences Inc.’s Form 8-K dated September 10, 2019, and we agree with the statements made therein. Yours truly, DELOITTE & TOUCHE LLP

August 19, 2019 10-Q

RSLS / ReShape Lifesciences Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-33818 RESHA

August 15, 2019 NT 10-Q

RSLS / ReShape Lifesciences Inc. NT 10-Q - - NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: June 30, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form 10-Q ☐ Transition Report on Fo

August 6, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction (Commission File Number) (I.R.

July 26, 2019 PRE 14A

RSLS / ReShape Lifesciences Inc. PRE 14A - - PRE 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ◻ Check the appropriate box: ☒ Preliminary Proxy Statement ◻ Confidential, for Use of the Commission Only (as permitted by Ru

June 28, 2019 10-K/A

RSLS / ReShape Lifesciences Inc. 10-K/A - Annual Report - 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Amendment No. 1) (Mark one) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-3381

June 24, 2019 SC 13D

RSLS / ReShape Lifesciences Inc. / ARMISTICE CAPITAL, LLC Activist Investment

SC 13D 1 d824085513-d.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D THE SECURITIES EXCHANGE ACT OF 1934 (Amendment No.)* ReShape Lifesciences Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 761123504 (CUSIP Number) Daniel Radden c/o Armistice Capital, LLC 510 Madison Avenue 7th Floor New York, NY 10022 Telephone

June 21, 2019 SC 13G/A

RSLS / ReShape Lifesciences Inc. / Bigger Capital Fund L P Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. 1)1 ReShape Lifesciences Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 761123504 (CUSIP Number)

June 20, 2019 EX-99.1

Joint Filing Agreement

Exhibit 99.1 Joint Filing Agreement The undersigned hereby agree that the Statement on Schedule 13G dated June 20, 2019 with respect to the shares of Common Stock of ReShape Lifesciences, Inc., and any further amendments thereto executed by each and any of the undersigned shall be filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under

June 20, 2019 SC 13G

RSLS / ReShape Lifesciences Inc. / Bigger Capital Fund L P Passive Investment

SC 13G 1 sc13g10022res06202019.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (Amendment No. )1 ReShape Lifesciences Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Se

June 19, 2019 EX-10.2

Form of Series A Warrant issued June 18, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2019).

Exhibit 10.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST

June 19, 2019 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 13, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction (Commission File Number) (I.R.S

June 19, 2019 EX-10.1

Form of Securities Purchase Agreement, dated June 13, 2019, by and between the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2019).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 13, 2019, between ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditio

June 19, 2019 EX-10.4

Form of Series C Pre-Funded Warrant issued June 18, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2019).

EX-10.4 5 ex-10d4.htm EX-10.4 Exhibit 10.4 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT P

June 19, 2019 EX-10.5

Form of Registration Rights Agreement, dated June 18, 2019 (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2019).

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 13, 2019, between ReShape Life Sciences, Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purc

June 19, 2019 EX-10.3

Form of Series B Warrant issued June 18, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 19, 2019).

EX-10.3 4 ex-10d3.htm EX-10.3 Exhibit 10.3 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT P

May 21, 2019 EX-99.1

ReShape Lifesciences Announces First Quarter 2019 Financial Results

Exhibit 99.1 ReShape Lifesciences Announces First Quarter 2019 Financial Results San Clemente, CA May 20, 2019 – ReShape Lifesciences Inc. (OTCQB: RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today reported financial results for the three months ended March 31, 2019. Recent Highlights and Accomplishments · Recognized revenue of $3.1 million in t

May 21, 2019 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 20, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporat

May 20, 2019 10-Q

RSLS / ReShape Lifesciences Inc. 10-Q - Quarterly Report - 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-33818 RESH

May 16, 2019 NT 10-Q

RSLS / ReShape Lifesciences Inc. NT 10-Q NT 10-Q

NT 10-Q 1 nt10-q.htm NT 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING (Check one): ☐ Form 10-K ☐ Form 20-F ☐ Form 11-K ☒ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N-CSR For Period Ended: March 31, 2019 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 11-K ☐ Transition Report on Form

May 16, 2019 10-K

RSLS / ReShape Lifesciences Inc. 10-K Annual Report

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark one) ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 or ☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-33818

May 14, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 8, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction (Commission File Number) (IRS Emp

April 17, 2019 EX-10.1

Retention bonus agreement, dated April 12, 2019, by and between ReShape Lifesciences Inc. and Scott P. Youngstrom (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 17, 2019).

Exhibit 10.1 April 12, 2019 Scott P. Youngstrom 318 Cazador Lane, #A San Clemente, CA 92672 Re:Retention Bonus Dear Scott: To provide you with an incentive to remain actively employed by ReShape Lifesciences, Inc. (the “Company”) and to work diligently and professionally, the Company offers you a Retention Bonus as described in this Agreement (this “Agreement”). 1.Duration. The term of this Agreem

April 17, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 12, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of (Commiss

April 3, 2019 EX-10.1

Form of Securities Purchase Agreement, dated March 28, 2019, by and between the Company and the holders of Secured Subordinated Original Issue Discount Convertible Debentures due June 28, 2019 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2019).

EXHIBIT 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of March 28, 2019, between ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”). WHEREAS, subject to the terms and conditi

April 3, 2019 EX-10.3

Form of Security Agreement, dated March 28, 2019, by and between the Company and the holders of Secured Subordinated Original Issue Discount Convertible Debentures due June 28, 2019 (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2019).

EXHIBIT 10.3 SECURITY AGREEMENT This SECURITY AGREEMENT, dated as of March 28, 2019 (this “Agreement”), is among ReShape Lifesciences Inc., a Delaware corporation (the “Company”), all of the Subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s Secured Subordinated Original Issue Discount Convertible Debentur

April 3, 2019 EX-10.4

Form of Registration Rights Agreement, dated March 28, 2019, by and between the Company and the holders of Secured Subordinated Original Issue Discount Convertible Debentures due June 28, 2019 (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2019

EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 28, 2019, between ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”). This Agreement is made pursuant to the Securities Purch

April 3, 2019 EX-10.2

Form of Secured Subordinated Original Issue Discount Convertible Debenture due June 28, 2019 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2019.

EXHIBIT 10.2 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIS

April 3, 2019 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 28, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of (Commission File Number) (I

April 1, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 f8-k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorpor

April 1, 2019 EX-99.1

ReShape Lifesciences Announces Fourth Quarter and Full Year 2018 Financial Results

Exhibit 99.1 ReShape Lifesciences Announces Fourth Quarter and Full Year 2018 Financial Results San Clemente, CA April 1, 2019 – ReShape Lifesciences Inc. (OTCQB: RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today reported financial results for the three months and year ended December 31, 2018. Recent Highlights and Accomplishments · Announced t

April 1, 2019 NT 10-K

RSLS / ReShape Lifesciences Inc. NT 10-K

NT 10-K 1 nt10-k.htm NT 10-K OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: . . . . . 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . . . . . . . . 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): ☑ Form 10-K ☐ Form 20-F ☐ Form 11-K ☐ Form 10-Q ☐ Form 10-D ☐ Form N-SAR ☐ Form N

March 29, 2019 424B3

670,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 7,330,000 Shares of Common Stock Series A Warrants to Purchase up to 8,000,000 Shares of Common Stock Placement Agent Warrants to Purchase up to 560,000 Shares of Common Stock Share

424B3 1 a19-74571424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-225083 P R O S P E C T U S S U P P L E M E N T NO. 2 (To prospectus dated June 1, 2018) 670,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 7,330,000 Shares of Common Stock Series A Warrants to Purchase up to 8,000,000 Shares of Common Stock Placement Agent Warrants to Purchase up to 560,000 Sha

March 4, 2019 EX-99.1

The LAP-BAND® Business of ReShape Lifesciences Inc. Abbreviated Financial Statements As of and for the nine months ended September 30, 2018

Exhibit 99.1 The LAP-BAND® Business of ReShape Lifesciences Inc. Abbreviated Financial Statements As of and for the nine months ended September 30, 2018 Index Report of Independent Auditors 2 Abbreviated Financial Statements Statement of Assets Acquired and Liabilities Assumed September 30, 2018 3 Statement of Net Revenues and Direct Expenses Nine months ended September 30, 2018 3 Notes to Abbrevi

March 4, 2019 8-K/A

Financial Statements and Exhibits

8-K/A 1 f8-ka.htm 8-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to FORM 8-K/A CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Commission File Number: 1-33818 Delawar

March 4, 2019 EX-99.2

RESHAPE LIFESCIENCES INC UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Exhibit 99.2 RESHAPE LIFESCIENCES INC UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS On December 17, 2018, ReShape Lifesciences Inc. (the “Company”) completed the previously announced transactions contemplated by the Asset Purchase Agreement with Apollo Endosurgery, Inc. (“Apollo”) pursuant to which the Company acquired from Apollo substantially all of the assets exclusively related t

February 14, 2019 SC 13G/A

RSLS / ReShape Lifesciences Inc. / CVI Investments, Inc. - SC 13G/A Passive Investment

SC 13G/A 1 a19-418133sc13ga.htm SC 13G/A CUSIP No: 761123504 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. 1)* ReShape Lifesciences Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of

February 14, 2019 SC 13G/A

RSLS / ReShape Lifesciences Inc. / SVLSF IV, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d625384dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* ReShape Lifesciences Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 761123 40 5 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement)

February 8, 2019 SC 13G/A

RSLS / ReShape Lifesciences Inc. / Us Venture Partners X Lp - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 tv512566sc13ga.htm SCHEDULE 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1 (b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (b) (Amendment No. 1)* ReShape Lifesciences, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 29365M505 (CUSIP Number) December 31,

February 8, 2019 SC 13G/A

RSLS / ReShape Lifesciences Inc. / INTRACOASTAL CAPITAL, LLC - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

SC 13G/A 1 sc13g1218a1intracoreshape.htm AMENDMENT NO. 1 TO SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* ReShape Lifesciences Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 761123405 (CUSIP Number) December 31, 2018 (Date of Event Which Req

February 2, 2019 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 1, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissio

February 2, 2019 EX-3.1

Certificate of Designation of Series E Convertible Preferred Stock (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on February 4, 2019).

Exhibit 3.1 RESHAPE LIFESCIENCES INC. CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES E CONVERTIBLE PREFERRED STOCK PURSUANT TO SECTION 151 OF THE DELAWARE GENERAL CORPORATION LAW The undersigned, Dan W. Gladney and Scott P. Youngstrom, do hereby certify that: 1. They are the President and Secretary, respectively, of ReShape Lifesciences Inc., a Delaware corporation (th

January 28, 2019 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 28, 2019 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissio

December 28, 2018 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 27, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissi

December 21, 2018 EX-99.1

RESHAPE LIFESCIENCES INC UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Exhibit 99.1 RESHAPE LIFESCIENCES INC UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS On December 17, 2018, ReShape Lifesciences Inc. (the “Company”) completed the previously announced transactions contemplated by the Asset Purchase Agreement with Apollo Endosurgery, Inc. (“Apollo”) pursuant to which the Company acquired from Apollo substantially all of the assets exclusively relat

December 21, 2018 8-K/A

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incor

December 19, 2018 EX-99.1

ReShape Lifesciences Acquires Lap-Band System in Exchange for ReShape Balloon Transaction Brings Broadly Reimbursed Product with Meaningful Revenue to ReShape

EX-99.1 4 a18-417881ex99d1.htm EX-99.1 Exhibit 99.1 ReShape Lifesciences Acquires Lap-Band System in Exchange for ReShape Balloon Transaction Brings Broadly Reimbursed Product with Meaningful Revenue to ReShape SAN CLEMENTE, CA, December 18, 2018 — ReShape Lifesciences Inc. (NASDAQ: RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, announced today th

December 19, 2018 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K 1 a18-4178818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 17, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction

December 19, 2018 EX-10.1

Security Agreement, dated December 17, 2018, by and between the Company and Apollo Endosurgery, Inc. (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2018).

Exhibit 10.1 SECURITY AGREEMENT This SECURITY AGREEMENT (this “Agreement”) is dated as of December 17, 2018 and entered into by and among ReShape Lifesciences Inc., a Delaware corporation (“ReShape”), each of the undersigned direct and indirect Subsidiaries of ReShape (each of such undersigned Subsidiaries being a “Subsidiary Grantor” and, collectively, the “Subsidiary Grantors”) and each Addition

December 19, 2018 EX-2.1

Asset Purchase Agreement, dated December 17, 2018, by and between the Company and Apollo Endosurgery, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 19, 2018)

Exhibit 2.1 ASSET PURCHASE AGREEMENT among: RESHAPE LIFESCIENCES INC., a Delaware corporation and APOLLO ENDOSURGERY, INC., a Delaware corporation Dated as of December 17, 2018 Table of Contents Page 1. PURCHASE AND SALE OF APOLLO LAP-BAND ASSETS 1 1.1 Apollo Lap-Band Assets 1 1.2 Excluded Assets 2 1.3 Assumed Liabilities 3 1.4 Excluded Liabilities 3 2. PURCHASE AND SALE OF RESHAPE IGB ASSETS 4 2.

December 5, 2018 SC 13G

RSLS / ReShape Lifesciences Inc. / CVI Investments, Inc. - SC 13G Passive Investment

SC 13G 1 a18-410901sc13g.htm SC 13G CUSIP No: 761123504 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2. (Amendment No. )* ReShape Lifesciences Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class

November 28, 2018 8-K

Other Events

8-K 1 a18-4079228k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 28, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction

November 28, 2018 424B5

670,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 7,330,000 Shares of Common Stock Series A Warrants to Purchase up to 8,000,000 Shares of Common Stock Placement Agent Warrants to Purchase up to 560,000 Shares of Common Stock Share

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225083 P R O S P E C T U S S U P P L E M E N T (To prospectus dated June 1, 2018) 670,000 Shares of Common Stock Pre-Funded Warrants to Purchase up to 7,330,000 Shares of Common Stock Series A Warrants to Purchase up to 8,000,000 Shares of Common Stock Placement Agent Warrants to Purchase up to 560,000 Shares of Common Stock S

November 28, 2018 EX-4.1

Form of Series A Common Stock Purchase Warrant issued November 28, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2018).

Exhibit 4.1 SERIES A COMMON STOCK PURCHASE WARRANT RESHAPE LIFESCIENCES INC. Warrant Shares: Issue Date: , 2018 Initial Exercise Date: , 2018 THIS SERIES A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or a

November 28, 2018 EX-4.2

Form of Pre-Funded Common Stock Purchase Warrant issued November 28, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2018).

Exhibit 4.2 PRE-FUNDED COMMON STOCK PURCHASE WARRANT RESHAPE LIFESCIENCES INC. Warrant Shares: Issue Date: , 2018 Initial Exercise Date: , 2018 THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

November 28, 2018 EX-4.3

Form of Placement Agent’s Common Stock Purchase Warrant issued November 28, 2018 (incorporated by reference to Exhibit 4.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 28, 2018).

Exhibit 4.3 PLACEMENT AGENT’S COMMON STOCK PURCHASE WARRANT RESHAPE LIFESCIENCES INC. Warrant Shares: Issue Date: November 28, 2018 Initial Exercise Date: November 28, 2018 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fort

November 28, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 26, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissi

November 28, 2018 EX-99.1

ReShape Lifesciences Announces $10 Million Registered Direct Offering

Exhibit 99.1 ReShape Lifesciences Announces $10 Million Registered Direct Offering San Clemente, CA, November 26, 2018 — ReShape Lifesciences Inc. (Nasdaq:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today announced that it has entered into definitive agreements with two healthcare focused institutional investors for the purchase of 8,000,000 sh

November 28, 2018 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of November 26, 2018, between ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condi

November 14, 2018 10-Q

RSLS / ReShape Lifesciences Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-33818

November 14, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissi

November 14, 2018 EX-99.1

ReShape Lifesciences Announces Third Quarter 2018 Financial Results

Exhibit 99.1 ReShape Lifesciences Announces Third Quarter 2018 Financial Results San Clemente, CA November 14, 2018 — ReShape Lifesciences Inc. (NASDAQ:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today reported financial results for the three months ended September 30, 2018. Recent Highlights and Accomplishments · Reported revenues of $350 thou

November 7, 2018 8-K

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

8-K 1 a18-3959528k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 7, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction o

November 7, 2018 EX-3.1

Certificate of Amendment to Sixth Amended and Restated Certificate of Incorporation, dated November 7, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 7, 2018).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RESHAPE LIFESCIENCES INC. ReShape Lifesciences Inc. (the “Corporation”), a corporation duly organized and existing under the Delaware General Corporation Law (the “DGCL”), does hereby certify that: FIRST: The name of the corporation is ReShape Lifesciences Inc. and the name under which the corpor

November 5, 2018 8-K

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 30, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissio

October 30, 2018 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 a18-3828818k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction o

October 12, 2018 SC 13G/A

RSLS / ReShape Lifesciences Inc. / Endeavour Medtech Growth L.p. - SC 13G/A Passive Investment

SC 13G/A 1 d631908dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* RESHAPE LIFESCIENCES INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 29365M505 (CUSIP Number) October 3, 2018 (Date of Event which Requires Filing of this Statement) Check the appropri

October 9, 2018 DEF 14A

RSLS / ReShape Lifesciences Inc. DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the

October 5, 2018 SC 13D/A

ETRM / EnteroMedics Inc / HealthCor Partners Management LP - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 3) ReShape Lifesciences Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 761123108 (CUSIP Number) HealthCor Partners Management

October 3, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

8-K 1 a18-3626128k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 2, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of

October 3, 2018 EX-1.1

Sales Agreement, dated October 2, 2018, by and between ReShape Lifesciences Inc. and H.C. Wainwright & Co., LLC

Exhibit 1.1 RESHAPE LIFESCIENCES, INC. $15,000,000 COMMON STOCK SALES AGREEMENT October 2, 2018 H.C. Wainwright & Co., LLC 430 Park Avenue New York, NY 10022 Ladies and Gentlemen: ReShape Lifesciences, Inc. (the “Company”), confirms its agreement (this “Agreement”) with H.C. Wainwright & Co., LLC (“HCW”), as follows: 1. Issuance and Sale of Placement Shares. The Company agrees that, from time to t

October 3, 2018 424B5

Common Stock

424B5 1 a18-362611424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225083 P R O S P E C T U S S U P P L E M E N T (To prospectus dated June 1, 2018) $15,000,000 Common Stock This prospectus supplement and accompanying prospectus relates to the issuance and sale of up to $15,000,000 of our common stock, par value $0.01 per share, from time to time to or throug

September 26, 2018 8-K

Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 20, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commiss

September 20, 2018 PRE 14A

RSLS / ReShape Lifesciences Inc. PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the

September 20, 2018 EX-4.2

Form of Placement Agent’s Common Stock Purchase Warrant issued September 20, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2018).

Exhibit 4.2 PLACEMENT AGENT’S COMMON STOCK PURCHASE WARRANT RESHAPE LIFESCIENCES INC. Warrant Shares: Issue Date: September 20, 2018 Initial Exercise Date: September 20, 2018 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set fo

September 20, 2018 EX-99.1

ReShape Lifesciences Announces Proposed Public Offering

Exhibit 99.1 ReShape Lifesciences Announces Proposed Public Offering San Clemente, CA, September 14, 2018 — ReShape Lifesciences Inc. (Nasdaq:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today announced that it has commenced a public offering of shares of its common stock and warrants to purchase shares of its common stock. The offering is subje

September 20, 2018 EX-4.1

Form of Common Stock Purchase Warrant issued September 20, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2018).

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT RESHAPE LIFESCIENCES INC. Warrant Shares: Issue Date: , 2018 Initial Exercise Date: , 2018 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date here

September 20, 2018 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 17, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commiss

September 20, 2018 EX-99.2

ReShape Lifesciences Announces Pricing of Public Offering

Exhibit 99.2 ReShape Lifesciences Announces Pricing of Public Offering San Clemente, CA, September 18, 2018 — ReShape Lifesciences Inc. (Nasdaq:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today announced the pricing of its previously announced public offering of 11,688,890 shares of its common stock and warrants to purchase up to 5,844,445 shar

September 20, 2018 EX-1.1

Placement Agency Agreement dated as of September 17, 2018 between ReShape Lifesciences Inc. and H.C. Wainwright & Co., LLC (incorporated by reference to Exhibit 1.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 2018).

Exhibit 1.1 ReShape Lifesciences Inc. 11,688,890 Shares of Common Stock and Warrants to Purchase 5,844,445 Shares of Common Stock Placement Agency Agreement September 17, 2018 H.C. Wainwright & Co., LLC 430 Park Avenue, 4th Floor New York, NY 10022 Ladies and Gentlemen: ReShape Lifesciences Inc., a company incorporated under the laws of the State of Delaware (the “Company”), proposes to issue and

September 19, 2018 424B5

11,688,890 Units (Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase 0.5 of a Share of Common Stock) 5,844,445 Shares of Common Stock Underlying the Warrants 818,222 Placement Agent Warrants to Purchase Shares of Common Sto

424B5 1 a18-300681424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225083 P R O S P E C T U S S U P P L E M E N T (To prospectus dated June 1, 2018) 11,688,890 Units (Each Unit Consisting of One Share of Common Stock and One Warrant to Purchase 0.5 of a Share of Common Stock) 5,844,445 Shares of Common Stock Underlying the Warrants 818,222 Placement Agent War

September 17, 2018 424B5

Subject to Completion Preliminary Prospectus Supplement dated September 17, 2018

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225083 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement is not an offer to sell these securities and it is not soliciti

September 14, 2018 8-K

Financial Statements and Exhibits, Other Events, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 13, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of (Commission File Number

September 14, 2018 EX-99.1

ReShape Lifesciences Announces Proposed Public Offering

Exhibit 99.1 ReShape Lifesciences Announces Proposed Public Offering San Clemente, CA, September 14, 2018 — ReShape Lifesciences Inc. (Nasdaq:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today announced that it has commenced a public offering of shares of its common stock and warrants to purchase shares of its common stock. The offering is subje

September 11, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 5, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commissi

August 28, 2018 8-K

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

8-K 1 a18-2204918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of

August 22, 2018 DEF 14A

RSLS / ReShape Lifesciences Inc. DEF 14A

DEF 14A 1 a18-186741def14a.htm DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy St

August 20, 2018 10-Q

RSLS / ReShape Lifesciences Inc. 10-Q (Quarterly Report)

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-33818 RESHA

August 15, 2018 NT 10-Q

RSLS / ReShape Lifesciences Inc. NT 10-Q

OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . . . . . . 2.50 SEC FILE NUMBER CUSIP NUMBER (Check one): o Form 10-K o Form 20-F o Form 11-K x Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: June 30, 2018 o Tran

August 14, 2018 EX-99.1

ReShape Lifesciences Announces Second Quarter 2018 Financial Results

Exhibit 99.1 ReShape Lifesciences Announces Second Quarter 2018 Financial Results San Clemente, CA August 14, 2018 — ReShape Lifesciences Inc. (NASDAQ:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today reported financial results for the three months ended June 30, 2018. Recent Highlights and Accomplishments · Achieved revenues of $653 thousand f

August 14, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission

August 13, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Termination of a Material Definitive Agreement, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission

August 10, 2018 PRE 14A

RSLS / ReShape Lifesciences Inc. PRE 14A

PRE 14A 1 a18-186741pre14a.htm PRE 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy St

August 9, 2018 424B5

12,514,412 Shares of Common Stock

424B5 1 a2236445z424b5.htm 424B5 Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225083 P R O S P E C T U S S U P P L E M E N T (To prospectus dated June 1, 2018) 12,514,412 Shares of Common Stock We are offering 12,514,412 shares of our common stock, $0.01 par value per share, at a public of

August 7, 2018 424B5

Subject to Completion Preliminary Prospectus Supplement dated August 7, 2018

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No.

August 2, 2018 EX-4.1

Form of Common Stock Purchase Warrant issued August 3, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

August 2, 2018 EX-10.1

Form of Securities Purchase Agreement

EX-10.1 5 a18-181922ex10d1.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of August 2, 2018, between ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHE

August 2, 2018 8-K

RSLS / ReShape Lifesciences Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 27, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission F

August 2, 2018 EX-4.2

Form of Placement Agent’s Common Stock Purchase Warrant issued August 3, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 2, 2018).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

August 2, 2018 EX-99.1

ReShape Lifesciences Announces Registered Direct Offering

EX-99.1 6 a18-181922ex99d1.htm EX-99.1 Exhibit 99.1 ReShape Lifesciences Announces Registered Direct Offering San Clemente, CA, August 2, 2018 — ReShape Lifesciences Inc. (Nasdaq:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today announced that it has entered into definitive agreements with several institutional investors for the purchase of 1,0

August 2, 2018 424B5

1,000,000 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225083 P R O S P E C T U S S U P P L E M E N T (To prospectus dated June 1, 2018) 1,000,000 Shares of Common Stock We are offering 1,000,000 shares of our common stock, $0.01 par value per share, at a purchase price of $0.60 per share, to certain institutional and accredited investors pursuant to this prospectus supplement and

July 20, 2018 SC 13G

RSLS / ReShape Lifesciences Inc. / INTRACOASTAL CAPITAL, LLC - SCHEDULE 13G Passive Investment

SC 13G 1 sc13g0718intracoreshape.htm SCHEDULE 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* ReShape Lifesciences Inc. (Name of Issuer) Common Stock, $0.01 par value per share (Title of Class of Securities) 761123405 (CUSIP Number) July 10, 2018 (Date of Event Which Requires Filing of this Stateme

July 17, 2018 SC 13D/A

ETRM / EnteroMedics Inc / HealthCor Partners Management LP - SCHEDULE 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 2) ReShape Lifesciences Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 761123108 (CUSIP Number) HealthCor Partners Management

July 13, 2018 EX-4.1

Form of Common Stock Purchase Warrant issued July 12, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2018).

EX-4.1 2 a18-171432ex4d1.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC

July 13, 2018 EX-4.2

Form of Placement Agent’s Common Stock Purchase Warrant issued July 12, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 12, 2018).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

July 13, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission F

July 13, 2018 EX-99.1

ReShape Lifesciences Announces $2.7 Million Registered Direct Offering Priced At-the-Market

Exhibit 99.1 ReShape Lifesciences Announces $2.7 Million Registered Direct Offering Priced At-the-Market San Clemente, CA, July 11, 2018 — ReShape Lifesciences Inc. (Nasdaq:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today announced that it has entered into definitive agreements with several institutional investors for the purchase of 1,241,382

July 13, 2018 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of July 10, 2018, between ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

July 12, 2018 424B5

1,241,382 Shares of Common Stock

424B5 1 a18-171431424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225083 P R O S P E C T U S S U P P L E M E N T (To prospectus dated June 1, 2018) 1,241,382 Shares of Common Stock We are offering 1,241,382 shares of our common stock, $0.01 par value per share, at a purchase price of $2.05 per share, to certain institutional and accredited investors pursuant

July 12, 2018 EX-99.1

JOINT FILING AGREEMENT

EX-99.1 EXHIBIT 99.1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common stock, $0.01 par value per share, of ReShape Lifesciences Inc., a Delaware corporation, and further

July 12, 2018 SC 13G

ETRM / EnteroMedics Inc / Frigate Ventures LP - SC 13G Passive Investment

SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) ReShape Lifesciences Inc.

June 21, 2018 EX-10.1

Form of Securities Purchase Agreement

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 19, 2018, between ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and condition

June 21, 2018 EX-4.2

Form of Placement Agent’s Common Stock Purchase Warrant issued June 21, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2018).

EX-4.2 3 a18-157121ex4d2.htm EX-4.2 Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC

June 21, 2018 EX-4.1

Form of Common Stock Purchase Warrant issued June 21, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 21, 2018).

EX-4.1 2 a18-157121ex4d1.htm EX-4.1 Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXC

June 21, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

8-K 1 a18-1571218k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 19, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of i

June 21, 2018 EX-99.1

ReShape Lifesciences Announces $1.5 Million Registered Direct Offering Priced At-the-Market

Exhibit 99.1 ReShape Lifesciences Announces $1.5 Million Registered Direct Offering Priced At-the-Market San Clemente, CA, June 20, 2018 — ReShape Lifesciences Inc. (Nasdaq:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today announced that it has entered into definitive agreements with several institutional investors for the purchase of 469,490 s

June 21, 2018 424B5

469,490 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225083 P R O S P E C T U S S U P P L E M E N T (To prospectus dated June 1, 2018) 469,490 Shares of Common Stock We are offering 469,490 shares of our common stock, $0.01 par value per share, at a purchase price of $3.07 per share, to certain institutional and accredited investors pursuant to this prospectus supplement and the

June 12, 2018 SC 13D/A

ETRM / EnteroMedics Inc / HealthCor Partners Management LP - SC 13D/A Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 1) ReShape Lifesciences Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 761123108 (CUSIP Number) HealthCor Partners Management

June 8, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a18-1504528k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 8, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of in

June 8, 2018 EX-4.1

Form of Common Stock Purchase Warrant issued June 8, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2018).

Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 8, 2018 EX-10.1

Form of Securities Purchase Agreement

EX-10.1 5 a18-150451ex10d1.htm EX-10.1 Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of June 7, 2018, between ReShape Lifesciences Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHERE

June 8, 2018 EX-4.2

Form of Placement Agent’s Common Stock Purchase Warrant issued June 8, 2018 (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 8, 2018).

Exhibit 4.2 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR

June 8, 2018 8-K

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 7, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission Fi

June 8, 2018 EX-99.1

ReShape Lifesciences Announces $1.5 Million Registered Direct Offering Priced At-the-Market

Exhibit 99.1 ReShape Lifesciences Announces $1.5 Million Registered Direct Offering Priced At-the-Market San Clemente, CA, June 7, 2018 — ReShape Lifesciences Inc. (Nasdaq:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today announced that it has entered into definitive agreements with several institutional investors for the purchase of 374,572 sh

June 8, 2018 424B5

374,572 Shares of Common Stock

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-225083 P R O S P E C T U S S U P P L E M E N T (To prospectus dated June 1, 2018) 374,572 Shares of Common Stock We are offering 374,572 shares of our common stock, $0.01 par value per share, at a purchase price of $3.92 per share, to certain institutional and accredited investors pursuant to this prospectus supplement and the

June 5, 2018 EX-99

Joint Filing Agreement

Exhibit 99 Joint Filing Agreement In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, as of June 5, 2018, the undersigned each hereby agrees to the joint filing on behalf of each of them of a Statement on Schedule 13D, including amendments thereto (as amended, the “Schedule 13D”) with respect to common stock, par value $0.

June 5, 2018 SC 13D

ETRM / EnteroMedics Inc / HealthCor Partners Management LP - SCHEDULE 13D Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) ReShape Lifesciences Inc. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 761123108 (CUSIP Number) HealthCor Partners Management,

June 1, 2018 8-K

RSLS / ReShape Lifesciences Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission Fi

June 1, 2018 EX-3.1

Certificate of Amendment to Sixth Amended and Restated Certificate of Incorporation, dated June 1, 2018 (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on June 1, 2018).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE SIXTH AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF RESHAPE LIFESCIENCES INC. ReShape Lifesciences Inc. (the “Corporation”), a corporation duly organized and existing under the Delaware General Corporation Law (the “DGCL”), does hereby certify that: FIRST: The name of the corporation is ReShape Lifesciences Inc. and the name under which the corpor

May 30, 2018 CORRESP

RSLS / ReShape Lifesciences Inc. CORRESP

May 30, 2018 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, NE Washington, DC 20549 Re: ReShape Lifesciences Inc.

May 29, 2018 424B3

Up to 46,276,742 Shares of Common Stock Upon the Exercise of Outstanding Warrants

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-216600 AMENDMENT NO. 1 TO PROSPECTUS SUPPLEMENT (To prospectus dated July 21, 2017) Up to 46,276,742 Shares of Common Stock Upon the Exercise of Outstanding Warrants This Amendment No. 1 to Prospectus Supplement (this “Amendment”) amends the prospectus supplement dated April 17, 2018 (the “April 2018 Prospectus Supplement”) an

May 25, 2018 EX-1.01

RESHAPE LIFESCIENCES INC. CONFLICT MINERALS REPORT For the Year Ended December 31, 2017

Exhibit 1.01 RESHAPE LIFESCIENCES INC. CONFLICT MINERALS REPORT For the Year Ended December 31, 2017 Introduction The following report is the Conflict Minerals Report for ReShape Lifesciences Inc. (the “Company”) for the year ended December 31, 2017. This report is being filed as an exhibit to the Company’s specialized report on Form SD (“Form SD”) and is intended to comply with Rule 13p-1 under t

May 25, 2018 SD

RSLS / ReShape Lifesciences Inc. SD

SD 1 a18-143401sd.htm SD UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM SD SPECIALIZED DISCLOSURE REPORT RESHAPE LIFESCIENCES INC. (Exact name of the registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation or organization) (Commission File Number) (IRS Employer Identification No.) 1001 Calle Amanecer, San Cleme

May 25, 2018 EX-10.1

Form of letter agreement, dated May 24, 2018, between ReShape Lifesciences Inc. and the holder named therein (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2018)

Exhibit 10.1 May 24, 2018 [Holder Name] [Holder Address] Re: Offer of Reduce the Exercise Price of January 2017 Common Stock Purchase Warrants To Whom It May Concern: ReShape Lifesciences Inc., a Delaware corporation (the “Company”), is pleased to offer to you (“Holder”) the opportunity to reduce the exercise price of all of the Common Stock Purchase Warrants originally issued by the Company on Ja

May 25, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

8-K 1 a18-1436518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of in

May 25, 2018 EX-10.2

Second Amended and Restated 2003 Stock Incentive Plan, as amended on May 23, 2018 (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 25, 2018).

Exhibit 10.2 RESHAPE LIFESCIENCES INC. SECOND AMENDED AND RESTATED 2003 STOCK INCENTIVE PLAN Adopted: October 1, 2003 Amended and Restated: May 7, 2014 and December 12, 2016 Amended: December 19, 2017 and May 23, 2018 Section 1. Purpose. The purpose of the Plan is to aid in attracting and retaining employees, management personnel, other personnel and Non-Employee Directors capable of assuring the

May 21, 2018 S-3

RSLS / ReShape Lifesciences Inc. S-3

Table of Contents As filed with the Securities and Exchange Commission on May 21, 2018 Registration No.

May 18, 2018 8-K

RSLS / ReShape Lifesciences Inc. 8-K (Current Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission Fi

May 15, 2018 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR ? TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 1-33818 RESH

May 14, 2018 EX-99.1

ReShape Lifesciences Announces Record Revenue for First Quarter 2018

Exhibit 99.1 ReShape Lifesciences Announces Record Revenue for First Quarter 2018 San Clemente, CA May 14, 2018 — ReShape Lifesciences Inc. (NASDAQ:RSLS), a developer of minimally invasive medical devices to treat obesity and metabolic diseases, today reported financial results for the three months ended March 31, 2018. Recent Highlights and Accomplishments · Achieved record revenues of $950 thous

May 14, 2018 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of incorporation) (Commission Fi

April 30, 2018 DEF 14A

ETRM / EnteroMedics Inc DEF 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the

April 24, 2018 8-K

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a18-1202418k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 24, 2018 RESHAPE LIFESCIENCES INC. (Exact name of registrant as specified in its charter) Delaware 1-33818 48-1293684 (State or other jurisdiction of

April 20, 2018 PRE 14A

ETRM / EnteroMedics Inc PRE 14A

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: x Preliminary Proxy Statement o Confidential, for Use of the

April 17, 2018 424B5

Up to 46,276,742 Shares of Common Stock Upon the Exercise of Outstanding Warrants

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-216600 P R O S P E C T U S S U P P L E M E N T (To prospectus dated July 21, 2017) Up to 46,276,742 Shares of Common Stock Upon the Exercise of Outstanding Warrants We are offering 46,276,742 shares of our common stock issuable upon the exercise of outstanding warrants (the “Warrants”) offered and sold by us in registered offe

April 3, 2018 EX-4.1

Form of Common Stock Purchase Warrant issued April 3, 2018 (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 3, 2018).

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT RESHAPE LIFESCIENCES INC. Warrant Shares: Initial Exercise Date: , 2018 Issue Date: , 2018 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after , 2018 (the “

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