ARMISTICE CAPITAL, LLC

SEC source: 0000899243-21-030722 · doc4.xml · nonDerivative · entry 6

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 1,821,406

F7 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.5852 to $3.9402, inclusive.

F1 · ownership.nature: The reported securities of EyeGate Pharmaceuticals, 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 collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of 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: 0000899243-21-030722 · doc4.xml · nonDerivative · entry 5

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 2,403,020

F6 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.0011 to $4.9908, inclusive.

F1 · ownership.nature: The reported securities of EyeGate Pharmaceuticals, 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 collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of 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: 0000899243-21-030722 · doc4.xml · nonDerivative · entry 4

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 2,935,089

F5 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $5.1066 to $5.9464, inclusive.

F1 · ownership.nature: The reported securities of EyeGate Pharmaceuticals, 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 collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of 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: 0000899243-21-030722 · doc4.xml · nonDerivative · entry 3

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 3,664,203

F4 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $6.0052 to $6.9970, inclusive.

F1 · ownership.nature: The reported securities of EyeGate Pharmaceuticals, 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 collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of 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: 0000899243-21-030722 · doc4.xml · nonDerivative · entry 2

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4,126,000

F2 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $7.002 to $7.1559, inclusive. The reporting persons undertake to provide to the Issuer, any security holder of the Issuer, 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 footnotes (2), (4), (5), (6), (7), (8) and (9) to this Form 4.

F1 · ownership.nature: The reported securities of EyeGate Pharmaceuticals, 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 collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of 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: 0000899243-21-030722 · doc4.xml · nonDerivative · entry 1

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director · 10% owner

Boyd Steven · CIK 0001706140 · Director · 10% owner

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4,199,101

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F1 · ownership.nature: The reported securities of EyeGate Pharmaceuticals, 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 collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of 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: 0000899243-21-028023 · doc4.xml · derivative · entry 2

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director

Boyd Steven · CIK 0001706140 · Director

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4,773,269

Underlying: Common Stock · 4,773,269 shares

Expires not disclosed

F2 · kind: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · kind: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · price: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · price: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · derivative.exercise_date: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · derivative.exercise_date: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · derivative.expiration_date: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · derivative.expiration_date: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F1 · ownership.nature: The reported securities of Tenax Therapeutics, 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 collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of 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: 0000899243-21-028023 · doc4.xml · derivative · entry 1

ARMISTICE CAPITAL, LLC · CIK 0001601086 · Director

Armistice Capital Master Fund Ltd. · CIK 0001633584 · Director

Boyd Steven · CIK 0001706140 · Director

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

10b5-1 filing: Not disclosed

Ownership: Indirect · See Footnote

Disclosed balance after: 4,773,269

Underlying: Common Stock · 4,773,269 shares

Expires not disclosed

F2 · kind: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · kind: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · price: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · price: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · derivative.exercise_date: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · derivative.exercise_date: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F2 · derivative.expiration_date: The Master Fund purchased 4,773,269 units of the securities of the Issuer directly from the Issuer in a private placement transaction that closed on July 8, 2021. Each Unit consists of (i) 1 pre-funded warrant to purchase one share of common stock of the Issuer (a "Pre-Funded Warrant") for an exercise price of $0.0001, subject to customary adjustments, and (ii) 1 Series A Warrant to purchase one share of common stock of the Issuer (a "Series A Warrant", and together with the Pre-Funded Warrants, the "Warrants") for an exercise price of $1.97, subject to customary adjustments. The aggregate purchase price for the 4,773,269 Units was $9,999,998.56 or approximately $2.095 per Unit. The Pre-Funded Warrants were immediately exercisable upon issuance and expire when they are fully exercised. The Series A Warrants were immediately exercisable upon issuance and expire five and one half years following the date of issuance.

F3 · derivative.expiration_date: (Continued from footnote 2) The Warrants are subject to a limitation on exercise pursuant to which the Master Fund may not exercise the Warrants if such exercise would result in the Master Fund, together with the Master Fund's affiliates and any person acting as a group together with the Master Fund or any of the Master Fund's affiliates, beneficially owning greater than 9.99% of the number of shares of common stock outstanding immediately after giving effect to the issuance of shares of common stock upon exercise.

F1 · ownership.nature: The reported securities of Tenax Therapeutics, 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 collectively with the Master Fund and Armistice Capital, the "Reporting Persons"). Each of 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 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.

SEC source: 0000919574-21-004321 · ownership.xml · nonDerivative · entry 4

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: 3,051,966

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 3

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: 3,051,966

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 2

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: 1,572,253

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 1

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: 1,572,253

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: 0000919574-21-004191 · 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: 105,873

F8 · balance_after: Additionally, the Reporting Persons no longer have beneficial ownership of 13,333 Shares as a result of the settlement of a transaction made prior to the reporting period. Accordingly, the Reporting Persons have beneficial ownership of 92,540 Shares.

SEC source: 0000919574-21-004191 · 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: 105,873

F7 · price: This constitutes the weighted average purchase price. The prices range from $5.30 to $5.86. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

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: 0000919574-21-004191 · 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: 791,456

SEC source: 0000919574-21-004191 · 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: 791,456

F6 · price: This constitutes the weighted average purchase price. The prices range from $6.91 to $7.51. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

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: 0000919574-21-004191 · 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: 872,822

SEC source: 0000919574-21-004191 · 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: 872,822

F5 · price: This constitutes the weighted average purchase price. The prices range from $5.86 to $6.84. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

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: 0000919574-21-004191 · 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: 1,897,666

SEC source: 0000919574-21-004191 · 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: 1,897,666

F4 · price: This constitutes the weighted average purchase price. The prices range from $8.46 to $8.54. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

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: 0000919574-21-004191 · ownership.xml · nonDerivative · entry 4

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: 1,947,706

SEC source: 0000919574-21-004191 · ownership.xml · nonDerivative · entry 3

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: 1,947,706

F3 · price: This constitutes the weighted average purchase price. The prices range from $7.30 to $8.06. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

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: 0000919574-21-004191 · ownership.xml · nonDerivative · entry 2

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: 2,021,297

SEC source: 0000919574-21-004191 · ownership.xml · nonDerivative · entry 1

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: 2,021,297

F2 · price: This constitutes the weighted average purchase price. The prices range from $5.96 to $6.86. The Reporting Persons will provide upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares purchased at each separate price.

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: 0000919574-21-004187 · ownership.xml · derivative · entry 14

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · 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

Disclosed balance after: 0

Underlying: Common Stock · 0 shares

Expires 2026-01-19

F3 · kind: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F4 · derivative.exercise_date: These warrants are currently exercisable and became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F3 · balance_after: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F2 · ownership.nature: The reported securities were directly held by the Master Fund. The reported securities may have been deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also have been deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Mr. Boyd disclaim beneficial ownership of the disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004187 · ownership.xml · derivative · entry 13

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · 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 · 1,000,000 shares

Expires 2026-01-19

F3 · kind: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F3 · price: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F4 · derivative.exercise_date: These warrants are currently exercisable and became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F3 · balance_after: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F2 · ownership.direct: The reported securities were directly held by the Master Fund. The reported securities may have been deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also have been deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Mr. Boyd disclaim beneficial ownership of the disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004187 · ownership.xml · derivative · entry 12

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · 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

Disclosed balance after: 0

Underlying: Common Stock · 0 shares

Expires 2025-12-16

F3 · kind: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F4 · derivative.exercise_date: These warrants are currently exercisable and became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F3 · balance_after: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F2 · ownership.nature: The reported securities were directly held by the Master Fund. The reported securities may have been deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also have been deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Mr. Boyd disclaim beneficial ownership of the disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004187 · ownership.xml · derivative · entry 11

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · 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 · 4,000,000 shares

Expires 2025-12-16

F3 · kind: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F3 · price: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F4 · derivative.exercise_date: These warrants are currently exercisable and became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F3 · balance_after: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F2 · ownership.direct: The reported securities were directly held by the Master Fund. The reported securities may have been deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also have been deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Mr. Boyd disclaim beneficial ownership of the disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004187 · ownership.xml · derivative · entry 10

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · 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

Disclosed balance after: 0

Underlying: Common Stock · 0 shares

Expires 2025-03-25

F3 · kind: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F4 · derivative.exercise_date: These warrants are currently exercisable and became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F3 · balance_after: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F2 · ownership.nature: The reported securities were directly held by the Master Fund. The reported securities may have been deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also have been deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Mr. Boyd disclaim beneficial ownership of the disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0000919574-21-004187 · ownership.xml · derivative · entry 9

ARMISTICE CAPITAL, LLC · CIK 0001601086 · 10% owner

Armistice Capital Master Fund Ltd. · CIK 0001633584 · 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 · 1,200,000 shares

Expires 2025-03-25

F3 · kind: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F3 · price: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F4 · derivative.exercise_date: These warrants are currently exercisable and became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F3 · balance_after: These warrants became warrants to purchase shares of Combined Company's common stock as of the effective date of the Merger pursuant to the conversion ratio and all other terms of the Merger Agreement.

F2 · ownership.direct: The reported securities were directly held by the Master Fund. The reported securities may have been deemed to be indirectly beneficially owned by Armistice Capital, LLC ("Armistice Capital"), as the investment manager of the Master Fund. The reported securities may also have been deemed to be indirectly beneficially owned by Steven Boyd as Managing Member of Armistice Capital. Armistice Capital and Mr. Boyd disclaim beneficial ownership of the disposed securities except to the extent of their respective former pecuniary interests therein, and this report shall not be deemed an admission that either of them were the beneficial owners of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.