HIND

SEC source: 0001235802-22-000058 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 345,627

F1 · kind: On July 22, 2021, Mr. Stankovich was awarded an aggregate of 372,744 restricted stock units, all of which, including the unvested portion, were reported on a Form 4 filed on September 17, 2021. The shares reported under this Form 4 as being disposed of were sold to cover taxes in connection with the vesting of a portion of those previously reported restricted stock units.

SEC source: 0001235802-22-000059 · primary_doc.xml · nonDerivative · entry 1

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 807,523

F1 · kind: On July 22, 2021, Mr. Bandy was awarded an aggregate of 1,186,006 restricted stock units, all of which, including the unvested portion, were reported on a Form 4 filed on September 17, 2021. The shares reported under this Form 4 as being disposed of were sold to cover taxes in connection with the vesting of a portion of those previously reported restricted stock units.

SEC source: 0001235802-22-000045 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 350,156

F1 · kind: On July 22, 2021, Mr. Stankovich was awarded an aggregate of 372,744 restricted stock units, all of which, including the unvested portion, were reported on a Form 4 filed on September 17, 2021. The shares reported under this Form 4 as being disposed of were sold to cover taxes in connection with the vesting of a portion of those previously reported restricted stock units.

SEC source: 0001235802-22-000044 · primary_doc.xml · nonDerivative · entry 1

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 818,940

F1 · kind: On July 22, 2021, Mr. Bandy was awarded an aggregate of 1,186,006 restricted stock units, all of which, including the unvested portion, were reported on a Form 4 filed on September 17, 2021. The shares reported under this Form 4 as being disposed of were sold to cover taxes in connection with the vesting of a portion of those previously reported restricted stock units.

SEC source: 0001235802-22-000035 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · CFO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 355,194

F1 · kind: On July 22, 2021, Mr. Stankovich was awarded an aggregate of 372,744 restricted stock units, all of which, including the unvested portion, were reported on a Form 4 filed on September 17, 2021. The shares reported under this Form 4 as being disposed of were sold to cover taxes in connection with the vesting of a portion of those previously reported restricted stock units.

SEC source: 0001235802-22-000034 · primary_doc.xml · nonDerivative · entry 1

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 830,003

F1 · kind: On July 22, 2021, Mr. Bandy was awarded an aggregate of 1,186,006 restricted stock units, all of which, including the unvested portion, were reported on a Form 4 filed on September 17, 2021. The shares reported under this Form 4 as being disposed of were sold to cover taxes in connection with the vesting of a portion of those previously reported restricted stock units.

SEC source: 0001235802-22-000021 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 358,852

F1 · kind: On July 22, 2021, Mr. Stankovich was awarded an aggregate of 372,744 restricted stock units, all of which, including the unvested portion, were reported on a Form 4 filed on September 17, 2021. The shares reported under this Form 4 as being disposed of were sold to cover taxes in connection with the vesting of a portion of those previously reported restricted stock units.

SEC source: 0001235802-22-000022 · primary_doc.xml · nonDerivative · entry 1

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 836,541

F1 · kind: On July 22, 2021, Mr. Bandy was awarded an aggregate of 1,186,006 restricted stock units, all of which, including the unvested portion, were reported on a Form 4 filed on September 17, 2021. The shares reported under this Form 4 as being disposed of were sold to cover taxes in connection with the vesting of a portion of those previously reported restricted stock units.

SEC source: 0001235802-22-000019 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 362,536

F1 · kind: On July 22, 2021, Mr. Stankovich was awarded an aggregate of 372,744 restricted stock units, all of which, including the unvested portion, were reported on a Form 4 filed on September 17, 2021. The shares reported under this Form 4 as being disposed of were sold to cover taxes in connection with the vesting of a portion of those previously reported restricted stock units.

SEC source: 0001235802-22-000020 · primary_doc.xml · nonDerivative · entry 1

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 844,865

F1 · kind: On July 22, 2021, Mr. Bandy was awarded an aggregate of 1,186,006 restricted stock units, all of which, including the unvested portion, were reported on a Form 4 filed on September 17, 2021. The shares reported under this Form 4 as being disposed of were sold to cover taxes in connection with the vesting of a portion of those previously reported restricted stock units.

SEC source: 0001235802-21-000140 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 365,707

F1 · kind: These shares were sold to cover taxes in connection with the vesting of restricted stock units.

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $1.82 to $1.83, inclusive. The reporting person undertakes to provide to ReShape Lifesciences Inc., any security holder of ReShape Lifesciences Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (2) to this Form 4.

SEC source: 0001235802-21-000141 · primary_doc.xml · nonDerivative · entry 1

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 852,015

F1 · kind: These shares were sold to cover taxes in connection with the vesting of restricted stock units.

SEC source: 0001235802-21-000132 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 370,011

F1 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $1.98 to $2.05, inclusive. The reporting person undertakes to provide to ReShape Lifesciences Inc., any security holder of ReShape Lifesciences Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

SEC source: 0001235802-21-000130 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 350,011

F1 · kind: (1) These shares were sold to cover taxes in connection with the vesting of restricted stock units.

SEC source: 0001235802-21-000131 · primary_doc.xml · nonDerivative · entry 1

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 865,442

F1 · kind: These shares were sold to cover taxes in connection with the vesting of restricted stock units.

SEC source: 0001235802-21-000128 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 354,331

F1 · kind: These shares were sold to cover taxes in connection with the vesting of restricted stock units.

SEC source: 0001235802-21-000127 · primary_doc.xml · nonDerivative · entry 1

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 878,947

F1 · kind: These shares were sold to cover taxes in connection with the vesting of restricted stock units.

SEC source: 0001790300-21-000010 · primary_doc.xml · nonDerivative · entry 3

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 357,991

F3 · kind: These shares were sold to cover taxes in connection with the vesting of restricted stock units.

F4 · price: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.88 to $2.90, inclusive. The Reporting Person undertakes to provide to ReShape Lifesciences Inc., any security holder of ReShape Lifesciences Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

SEC source: 0001790300-21-000011 · primary_doc.xml · nonDerivative · entry 3

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 891,512

F3 · kind: These shares were sold to cover taxes in connection with the vesting of restricted stock units.

F4 · price: The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.88 to $2.90, inclusive. The Reporting Person undertakes to provide to ReShape Lifesciences Inc., any security holder of ReShape Lifesciences Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (4) to this Form 4.

SEC source: 0001790300-21-000009 · primary_doc.xml · nonDerivative · entry 2

GLADNEY DAN W · CIK 0001224184 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 283,922

F2 · kind: A portion of these shares were sold to cover taxes in connection with the vesting of restricted stock units.

SEC source: 0001235802-21-000116 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 32,613

F1 · price: (1) The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $3.38 to $3.46, inclusive. The reporting person undertakes to provide to ReShape Lifesciences Inc., any security holder of ReShape Lifesciences Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this footnote (1) to this Form 4.

SEC source: 0001235802-21-000111 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 17,613

SEC source: 0001790300-21-000008 · primary_doc.xml · nonDerivative · entry 1

BLACKFORD GARY · CIK 0001156320 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 253,429

F1 · shares: These shares will vest and be issued with respect to 241,961 shares on each of July 22, 2021 and July 22, 2022 pursuant to a restricted stock unit granted under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan.

SEC source: 0001790300-21-000010 · primary_doc.xml · nonDerivative · entry 2

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 406,357

F2 · shares: These shares will vest and be issued monthly over 36 months beginning on July 22, 2021 pursuant to a restricted stock unit granted under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan.

SEC source: 0001790300-21-000010 · primary_doc.xml · nonDerivative · entry 1

STANKOVICH THOMAS · CIK 0001181166 · Chief Financial Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 315,995

F1 · shares: These shares will vest and be issued with respect to 123,542 shares on July 22, 2021 and the remaining shares vesting monthly thereafter for 36 months pursuant to a restricted stock unit granted under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan.

SEC source: 0001790300-21-000006 · primary_doc.xml · nonDerivative · entry 1

McDougal Lori Courtney · CIK 0001649837 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 253,429

F1 · shares: These shares will vest and be issued with respect to 241,961 shares on each of July 22, 2021 and July 22, 2022 pursuant to a restricted stock unit granted under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan.

SEC source: 0001790300-21-000011 · primary_doc.xml · nonDerivative · entry 2

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,186,006

F2 · shares: These shares will vest and be issued monthly over 36 months beginning on July 22, 2021 pursuant to a restricted stock unit granted under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan.

SEC source: 0001790300-21-000011 · primary_doc.xml · nonDerivative · entry 1

Bandy Barton P. · CIK 0001773309 · Director · President and CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 960,100

F1 · shares: These shares will vest and be issued with respect to 480,050 shares on July 22, 2021 and the remaining shares vesting monthly thereafter for 36 months pursuant to a restricted stock unit granted under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan.

SEC source: 0001790300-21-000009 · primary_doc.xml · nonDerivative · entry 1

GLADNEY DAN W · CIK 0001224184 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 483,922

F1 · shares: These shares will vest and be issued with respect to 241,961 shares on each of July 22, 2021 and July 22, 2022 pursuant to a restricted stock unit granted under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan.

SEC source: 0001790300-21-000007 · primary_doc.xml · nonDerivative · entry 1

MINOCHERHOMJEE ARDA PHD · CIK 0001288238 · Director

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 253,429

F1 · shares: These shares will vest and be issued with respect to 241,961 shares on each of July 22, 2021 and July 22, 2022 pursuant to a restricted stock unit granted under the ReShape Lifesciences Inc. Second Amended and Restated 2003 Stock Incentive Plan.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 24

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1

Disclosed balance after: 0

Underlying: COMMON STOCK · 0 shares

Expires not disclosed

F9 · derivative.exercise_price: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Fourth Amendment to Credit Agreement, dated January 19, 2021 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Pre-Merger ReShape with the SEC on January 20, 2021) and the Merger Agreement.

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F9 · derivative.exercise_date: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Fourth Amendment to Credit Agreement, dated January 19, 2021 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Pre-Merger ReShape with the SEC on January 20, 2021) and the Merger Agreement.

F9 · derivative.expiration_date: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Fourth Amendment to Credit Agreement, dated January 19, 2021 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Pre-Merger ReShape with the SEC on January 20, 2021) and the Merger Agreement.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 23

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: COMMON STOCK · 563,700 shares

Expires not disclosed

F9 · derivative.exercise_price: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Fourth Amendment to Credit Agreement, dated January 19, 2021 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Pre-Merger ReShape with the SEC on January 20, 2021) and the Merger Agreement.

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F9 · derivative.exercise_date: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Fourth Amendment to Credit Agreement, dated January 19, 2021 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Pre-Merger ReShape with the SEC on January 20, 2021) and the Merger Agreement.

F9 · derivative.expiration_date: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Fourth Amendment to Credit Agreement, dated January 19, 2021 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.3 to the Form 8-K filed by Pre-Merger ReShape with the SEC on January 20, 2021) and the Merger Agreement.

F1 · ownership.direct: The reported securities (the "Shares") of ReShape Lifesciences Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 22

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1

Disclosed balance after: 0

Underlying: COMMON STOCK · 0 shares

Expires not disclosed

F8 · derivative.exercise_price: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Third Amendment to Credit Agreement, dated December 16, 2020 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Pre-Merger ReShape with the SEC on December 22, 2020) and the Merger Agreement.

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F8 · derivative.exercise_date: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Third Amendment to Credit Agreement, dated December 16, 2020 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Pre-Merger ReShape with the SEC on December 22, 2020) and the Merger Agreement.

F8 · derivative.expiration_date: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Third Amendment to Credit Agreement, dated December 16, 2020 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Pre-Merger ReShape with the SEC on December 22, 2020) and the Merger Agreement.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 21

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: COMMON STOCK · 2,254,800 shares

Expires not disclosed

F8 · derivative.exercise_price: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Third Amendment to Credit Agreement, dated December 16, 2020 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Pre-Merger ReShape with the SEC on December 22, 2020) and the Merger Agreement.

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F8 · derivative.exercise_date: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Third Amendment to Credit Agreement, dated December 16, 2020 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Pre-Merger ReShape with the SEC on December 22, 2020) and the Merger Agreement.

F8 · derivative.expiration_date: The terms of this Warrant are substantially similar to the terms of the Additional Series G Warrants, as modified by the Third Amendment to Credit Agreement, dated December 16, 2020 by and between Pre-Merger ReShape and the Master Fund (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by Pre-Merger ReShape with the SEC on December 22, 2020) and the Merger Agreement.

F1 · ownership.direct: The reported securities (the "Shares") of ReShape Lifesciences Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 20

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1

Disclosed balance after: 0

Underlying: COMMON STOCK · 0 shares

Expires not disclosed

F7 · derivative.exercise_price: The terms of these Series G Warrants ("Additional Series G Warrants") are substantially similar to the Existing Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F7 · derivative.exercise_date: The terms of these Series G Warrants ("Additional Series G Warrants") are substantially similar to the Existing Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F7 · derivative.expiration_date: The terms of these Series G Warrants ("Additional Series G Warrants") are substantially similar to the Existing Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 19

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: COMMON STOCK · 676,440 shares

Expires not disclosed

F7 · derivative.exercise_price: The terms of these Series G Warrants ("Additional Series G Warrants") are substantially similar to the Existing Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F7 · derivative.exercise_date: The terms of these Series G Warrants ("Additional Series G Warrants") are substantially similar to the Existing Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F7 · derivative.expiration_date: The terms of these Series G Warrants ("Additional Series G Warrants") are substantially similar to the Existing Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F1 · ownership.direct: The reported securities (the "Shares") of ReShape Lifesciences Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 18

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1

Disclosed balance after: 0

Underlying: COMMON STOCK · 0 shares

Expires not disclosed

F6 · derivative.exercise_price: The terms of these Series G Warrants are substantially similar to the New Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F6 · derivative.exercise_date: The terms of these Series G Warrants are substantially similar to the New Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F6 · derivative.expiration_date: The terms of these Series G Warrants are substantially similar to the New Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 17

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: COMMON STOCK · 676,440 shares

Expires not disclosed

F6 · derivative.exercise_price: The terms of these Series G Warrants are substantially similar to the New Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F6 · derivative.exercise_date: The terms of these Series G Warrants are substantially similar to the New Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F6 · derivative.expiration_date: The terms of these Series G Warrants are substantially similar to the New Series G Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F1 · ownership.direct: The reported securities (the "Shares") of ReShape Lifesciences Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 16

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1

Disclosed balance after: 0

Underlying: COMMON STOCK · 0 shares

Expires not disclosed

F5 · derivative.exercise_price: The terms of these Series E Warrants are substantially similar to the Series E Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F5 · derivative.exercise_date: The terms of these Series E Warrants are substantially similar to the Series E Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F5 · derivative.expiration_date: The terms of these Series E Warrants are substantially similar to the Series E Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 15

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: COMMON STOCK · 1,479,713 shares

Expires not disclosed

F5 · derivative.exercise_price: The terms of these Series E Warrants are substantially similar to the Series E Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F5 · derivative.exercise_date: The terms of these Series E Warrants are substantially similar to the Series E Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F5 · derivative.expiration_date: The terms of these Series E Warrants are substantially similar to the Series E Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to Pre-Merger ReShape, as modified by the Merger Agreement.

F1 · ownership.direct: The reported securities (the "Shares") of ReShape Lifesciences Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 14

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1

Disclosed balance after: 0

Underlying: COMMON STOCK · 0 shares

Expires not disclosed

F4 · derivative.exercise_price: The terms of these Series A Warrants are substantially similar to the Series A Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to ReShape Weightloss Inc. (then-named Reshape Lifesciences Inc.) ("Pre-Merger ReShape"), as modified by the Agreement and Plan of Merger, dated as of January 19, 2021, by and among the Issuer, Optimus Merger Sub, Inc., and Pre-Merger ReShape (incorporated by reference to Exhibit 2.1 the Form 8-K filed by Pre-Merger ReShape with the SEC on June 15, 2021) (the "Merger Agreement").

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F4 · derivative.exercise_date: The terms of these Series A Warrants are substantially similar to the Series A Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to ReShape Weightloss Inc. (then-named Reshape Lifesciences Inc.) ("Pre-Merger ReShape"), as modified by the Agreement and Plan of Merger, dated as of January 19, 2021, by and among the Issuer, Optimus Merger Sub, Inc., and Pre-Merger ReShape (incorporated by reference to Exhibit 2.1 the Form 8-K filed by Pre-Merger ReShape with the SEC on June 15, 2021) (the "Merger Agreement").

F4 · derivative.expiration_date: The terms of these Series A Warrants are substantially similar to the Series A Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to ReShape Weightloss Inc. (then-named Reshape Lifesciences Inc.) ("Pre-Merger ReShape"), as modified by the Agreement and Plan of Merger, dated as of January 19, 2021, by and among the Issuer, Optimus Merger Sub, Inc., and Pre-Merger ReShape (incorporated by reference to Exhibit 2.1 the Form 8-K filed by Pre-Merger ReShape with the SEC on June 15, 2021) (the "Merger Agreement").

SEC source: 0000919574-21-004321 · ownership.xml · derivative · entry 13

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 0

Underlying: COMMON STOCK · 1,479,713 shares

Expires not disclosed

F4 · derivative.exercise_price: The terms of these Series A Warrants are substantially similar to the Series A Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to ReShape Weightloss Inc. (then-named Reshape Lifesciences Inc.) ("Pre-Merger ReShape"), as modified by the Agreement and Plan of Merger, dated as of January 19, 2021, by and among the Issuer, Optimus Merger Sub, Inc., and Pre-Merger ReShape (incorporated by reference to Exhibit 2.1 the Form 8-K filed by Pre-Merger ReShape with the SEC on June 15, 2021) (the "Merger Agreement").

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F4 · derivative.exercise_date: The terms of these Series A Warrants are substantially similar to the Series A Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to ReShape Weightloss Inc. (then-named Reshape Lifesciences Inc.) ("Pre-Merger ReShape"), as modified by the Agreement and Plan of Merger, dated as of January 19, 2021, by and among the Issuer, Optimus Merger Sub, Inc., and Pre-Merger ReShape (incorporated by reference to Exhibit 2.1 the Form 8-K filed by Pre-Merger ReShape with the SEC on June 15, 2021) (the "Merger Agreement").

F4 · derivative.expiration_date: The terms of these Series A Warrants are substantially similar to the Series A Warrants previously listed on the Reporting Persons' Form 4 dated September 16, 2020 with respect to ReShape Weightloss Inc. (then-named Reshape Lifesciences Inc.) ("Pre-Merger ReShape"), as modified by the Agreement and Plan of Merger, dated as of January 19, 2021, by and among the Issuer, Optimus Merger Sub, Inc., and Pre-Merger ReShape (incorporated by reference to Exhibit 2.1 the Form 8-K filed by Pre-Merger ReShape with the SEC on June 15, 2021) (the "Merger Agreement").

F1 · ownership.direct: The reported securities (the "Shares") of ReShape Lifesciences Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004321 · ownership.xml · nonDerivative · entry 12

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1

Disclosed balance after: 7,223,346

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · balance_after: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · balance_after: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

SEC source: 0000919574-21-004321 · ownership.xml · nonDerivative · entry 11

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,223,346

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · balance_after: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · balance_after: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F1 · ownership.direct: The reported securities (the "Shares") of ReShape Lifesciences Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004321 · ownership.xml · nonDerivative · entry 10

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1

Disclosed balance after: 6,659,646

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · balance_after: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · balance_after: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

SEC source: 0000919574-21-004321 · ownership.xml · nonDerivative · entry 9

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 6,659,646

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · balance_after: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · balance_after: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F1 · ownership.direct: The reported securities (the "Shares") of ReShape Lifesciences Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004321 · ownership.xml · nonDerivative · entry 8

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1

Disclosed balance after: 4,404,846

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · balance_after: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · balance_after: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

SEC source: 0000919574-21-004321 · ownership.xml · nonDerivative · entry 7

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,404,846

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · balance_after: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · balance_after: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F1 · ownership.direct: The reported securities (the "Shares") of ReShape Lifesciences Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004321 · ownership.xml · nonDerivative · entry 6

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote 1

Disclosed balance after: 3,728,406

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · balance_after: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · balance_after: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

SEC source: 0000919574-21-004321 · ownership.xml · nonDerivative · entry 5

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Boyd Steven · CIK 0001706140 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 3,728,406

F2 · kind: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · kind: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · price: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · price: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F2 · balance_after: On June 28, 2021, the Issuer and the Master Fund entered into an agreement regarding an Inducement Offer to Exercise Common Stock Purchase Warrants (the "Inducement Agreement"). The Inducement Agreement provided, inter alia, that the Master Fund would exercise the warrants in the transactions reported herein (the "Existing Warrants") in exchange for an aggregate price of $41,179,303.17. In consideration for exercising in full all of the Existing Warrants held by the Master Fund (the "Warrant Exercise"), at an exercise price equal the sum of (a) $0.09375 per Share underlying the New Warrants (as defined below) issued to the Master Fund plus (b) the lower of (i) the current exercise price set forth in the Existing Warrants, and (ii) $6.00 per warrant share, the Issuer will issue the Master Fund or its designee a new unregistered Common Stock Purchase Warrants ("New Warrants")

F3 · balance_after: [continued from Footnote 2] to purchase 5,348,105 Shares, which New Warrant shall be substantially in the form of the Existing Warrants (except that the New Warrants will include a beneficial ownership limitation of 9.99% ("Beneficial Ownership Limitation")), are exercisable immediately with an expiration date on June 28, 2026, and an exercise price equal to $6.00. The Shares to be received resulting from the Warrant Exercise are subject to the Beneficial Ownership Limitation and are held in abeyance until they are able to be received in accordance with the terms of the Inducement Agreement (and thus the Reporting Persons do not beneficially own Shares in abeyance). The foregoing descriptions of each of the Inducement Agreement and the New Warrants are qualified in their entirety by the terms and conditions of the Inducement Agreement.

F1 · ownership.direct: The reported securities (the "Shares") of ReShape Lifesciences Inc. (the "Issuer") are directly held by Armistice Capital Master Fund Ltd., a Cayman Islands exempted company (the "Master Fund"), and may be deemed to be indirectly beneficially owned by: (i) Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund; and (ii) Steven Boyd, as the Managing Member of Armistice Capital ("Mr. Boyd", and together with Armistice Capital, the "Reporting Persons"). Armistice Capital and Mr. Boyd disclaim beneficial ownership of the reported securities except to the extent of their respective pecuniary interests therein, and this report shall not be deemed an admission that either of them are the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.