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CUSIP No. 76090R200
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SCHEDULE 13G/A
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Page
3 of 8 Pages
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1
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NAME OF REPORTING PERSONS
Steven Boyd
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
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5
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SOLE VOTING POWER
0
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6
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SHARED VOTING POWER
25,395
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7
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SOLE DISPOSITIVE POWER
0
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8
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SHARED DISPOSITIVE POWER
25,395
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9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,395
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10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
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o
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
4.99%
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12
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TYPE OF REPORTING PERSON
IN, HC
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CUSIP
No. 76090R200
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SCHEDULE 13G/A
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Page 4
of 8 Pages
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| Item 1. | | (a) Name of Issuer |
RESHAPE LIFESCIENCES INC.
| Item 1. | | (b) Address of Issuer’s Principal
Executive Offices |
1001
Calle Amanecer
San
Clemente, California 92673
| Item 2. | | (a) Names of Person Filing: |
Armistice Capital, LLC
Steven Boyd
Collectively, the "Reporting Persons"
| Item 2. | | (b) Address of Principal Business Office: |
Armistice
Capital, LLC
510
Madison Avenue, 7th Floor
New
York, New York 10022
United
States of America
Steven Boyd
c/o
Armistice Capital, LLC
510
Madison Avenue, 7th Floor
New
York, New York 10022
United
States of America
Armistice Capital, LLC - Delaware
Steven Boyd - United States of America
| Item 2. | | (d) Title of Class of Securities |
Common Stock, $0.001 par value per share (“Shares”)
76090R200
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CUSIP No. 76090R200
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SCHEDULE 13G/A
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Page 5
of 8 Pages
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Item 3. If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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(a) |
¨ |
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); |
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(b) |
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); |
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(c) |
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); |
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(d) |
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); |
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(e) |
x |
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); |
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(f) |
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); |
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(g) |
x |
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); |
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(h) |
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
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(i) |
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3); |
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(j) |
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J); |
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(k) |
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A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J),
please specify the type of institution: |
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CUSIP
No. 76090R200
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SCHEDULE 13G/A
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Page
6 of 8 Pages
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Item
4. Ownership
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
(a)
Amount beneficially owned as of December 31, 2022:
Armistice
Capital, LLC - 25,395
Steven
Boyd - 25,395
(b)
Percent of Class as of December 31, 2022:
Armistice
Capital, LLC - 4.99%
Steven
Boyd - 4.99%
(c)
Number of shares as to which the person has:
(i)
Sole power to vote or to direct the vote
Armistice
Capital, LLC - 0
Steven
Boyd - 0
(ii)
Shared power to vote or to direct the vote
Armistice
Capital, LLC - 25,395
Steven
Boyd - 25,395
(iii)
Sole power to dispose or to direct the disposition of
Armistice
Capital, LLC - 0
Steven
Boyd - 0
(iv)
Shared power to dispose or to direct the disposition of
Armistice
Capital, LLC - 25,395
Steven
Boyd - 25,395
The
percentage of Shares reported to be beneficially owned by the Reporting Persons are based on 508,924 Shares outstanding as of
December 21, 2022, as reported on the Issuer’s Form 8-K filed with the
Securities and Exchange Commission on December 21, 2022.
Armistice
Capital, LLC (“Armistice Capital”) is the investment manager of Armistice Capital Master Fund Ltd. (the "Master Fund"), the
direct holder of the Shares, and pursuant to an Investment Management Agreement, Armistice Capital exercises voting and investment
power over the securities of the Issuer held by the Master Fund and thus may be deemed to beneficially own the securities of the
Issuer held by the Master Fund. Mr. Boyd, as the managing member of Armistice Capital, may be deemed to beneficially own the
securities of the Issuer held by the Master Fund. The Master Fund specifically disclaims beneficial ownership of the securities of
the Issuer directly held by it by virtue of its inability to vote or dispose of such securities as a result of its Investment
Management Agreement with Armistice Capital.
Item
5. Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial
owner of more than five percent of the class of securities, check the following [X].
Item
6. Ownership of More Than Five Percent on Behalf of Another Person
The
Master Fund, a Cayman Islands exempted company that is an investment advisory client of Armistice Capital, has the right to receive
dividends from, or the proceeds from the sale of, the reported securities.
Item
7. Identification and Classification of the Subsidiary which Acquired the Security Being Reported on by the Parent
Holding Company or Control Person
Not Applicable.
Item
8. Identification and Classification of Members of the Group
Not Applicable.
Item
9. Notice of Dissolution of Group
Not Applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held
in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or
influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
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CUSIP No. 76090R200
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SCHEDULE 13G/A
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Page
7 of 8 Pages
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SIGNATURE
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 14, 2023
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Armistice Capital, LLC
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By: |
/s/
Steven Boyd |
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Steven Boyd
Managing Member |
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By: |
/s/
Steven Boyd |
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Steven Boyd
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The undersigned acknowledge and agree that the foregoing statement on Schedule 13G/A, is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G/A, shall be filed on behalf of each of the undersigned
without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible
for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.