1.
|
Names
of Reporting Persons.
|
|
|
|
Mitchell
P. Kopin
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
☐
|
|
(b)
☐
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
0
|
|
|
|
6.
|
Shared Voting Power
|
538,846
|
|
|
|
7.
|
Sole Dispositive Power
|
0
|
|
|
|
8.
|
Shared Dispositive
Power
|
532,271
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
538,846
(see Item 4)
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
|
9.99% (see Item 4)
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN;
HC
|
|
|
1.
|
Names
of Reporting Persons.
|
|
|
|
Daniel
B. Asher
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
☐
|
|
(b)
☐
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
0
|
|
|
|
6.
|
Shared Voting Power
|
538,846
|
|
|
|
7.
|
Sole Dispositive Power
|
0
|
|
|
|
8.
|
Shared Dispositive
Power
|
532,271
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
538,846
(see Item 4)
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
|
9.99%
(see Item 4)
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
IN;
HC
|
|
|
1.
|
Names
of Reporting Persons.
|
|
|
|
Intracoastal
Capital LLC
|
|
|
2.
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
|
|
|
|
(a)
☐
|
|
(b)
☐
|
|
|
3.
|
SEC
Use Only
|
|
|
|
|
4.
|
Citizenship
or Place of Organization
United
States of America
|
|
|
Number
of
Shares
Beneficially
Owned
by Each
Reporting
Person
With:
|
5.
|
Sole
Voting Power
|
0
|
|
|
|
6.
|
Shared Voting Power
|
538,846
|
|
|
|
7.
|
Sole Dispositive Power
|
0
|
|
|
|
8.
|
Shared Dispositive
Power
|
532,271
|
|
|
|
|
9.
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
|
|
|
|
538,846
(see Item 4)
|
|
|
10.
|
Check
if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
|
|
|
|
|
11.
|
Percent
of Class Represented by Amount in Row (9)
|
|
|
|
9.99%
(see Item 4)
|
|
|
12.
|
Type
of Reporting Person (See Instructions)
|
|
|
|
OO
|
|
|
(a)
Name of Issuer
ReShape Lifesciences Inc.
(the “
Issuer
”)
(b)
Address of Issuer’s Principal Executive Offices
1001 Calle Amanecer
San Clemente, CA 92673
(a)
Name of Person Filing
(b)
Address of Principal Business Office or, if none, Residence
(c)
Citizenship
This
Schedule 13G is being filed on behalf of (i) Mitchell P. Kopin, an individual who is a citizen of the United States of America
(“
Mr. Kopin
”), (ii) Daniel B. Asher, an individual who is a citizen of the United States of America (“
Mr.
Asher
”) and (iii) Intracoastal Capital LLC, a Delaware limited liability company (“
Intracoastal
”
and together with Mr. Kopin and Mr. Asher, collectively the “
Reporting Persons
”).
The
Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as
Exhibit
1
, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions
of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended.
The
principal business office of Mr. Kopin and Intracoastal is 245 Palm Trail, Delray Beach, Florida 33483.
The
principal business office of Mr. Asher is 111 W. Jackson Boulevard, Suite 2000, Chicago, Illinois 60604.
(d)
Title of Class of Securities
Common
stock, $0.01 par value per share, of the Issuer (the “
Common Stock
”).
(e)
CUSIP Number
761123405
|
Item
3.
|
If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),
check whether the person filing is a:
|
Not
applicable.
(a)
and (b):
(i) Immediately
following the execution of the Securities Purchase Agreement with the Issuer on July 10, 2018 (the “
SPA
”) (as
disclosed in the Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 12, 2018), each of the Reporting
Persons may have been deemed to have beneficial ownership of 416,006 shares of Common Stock, which consisted of (i) 413,794 shares
of Common Stock to be issued to Intracoastal at the closing of the transaction contemplated by the SPA and (ii) 2,212 shares of
Common Stock issuable upon exercise of a warrant to be issued to Intracoastal at the closing of the transaction contemplated by
the SPA (“
Intracoastal Warrant 1
”), and all such shares of Common Stock in the aggregate represent beneficial
ownership of approximately 9.99% of the Common Stock, based on (1) 3,748,221 shares of Common Stock outstanding prior to the closing
of the transaction contemplated by the SPA as reported by the Issuer, plus (2) 413,794 shares of Common Stock to be issued to
Intracoastal at the closing of the transaction contemplated by the SPA and (3) 2,212 shares of Common Stock issuable upon exercise
of Intracoastal Warrant 1. The foregoing excludes (I) 411,582 shares of Common Stock issuable upon exercise of Intracoastal Warrant
1 because Intracoastal Warrant 1 contains a blocker provision under which the holder thereof does not have the right to exercise
Intracoastal Warrant 1 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder
thereof, together with its affiliates and any other persons acting as a group together with the holder or any of the holder’s
affiliates, of more than 9.99% of the Common Stock, (II) 26,667 shares of Common Stock issuable upon exercise of a warrant held
by Intracoastal (“
Intracoastal Warrant 2
”) because Intracoastal Warrant 2 contains a blocker provision under
which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent) that
such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any other persons acting
as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock, (III) 156,495
shares of Common Stock issuable upon exercise of a second warrant held by Intracoastal (“
Intracoastal Warrant 3
”)
because Intracoastal Warrant 3 contains a blocker provision under which the holder thereof does not have the right to exercise
Intracoastal Warrant 3 to the extent (but only to the extent) that such exercise would result in beneficial ownership by the holder
thereof, together with its affiliates and any other persons acting as a group together with the holder or any of the holder’s
affiliates, of more than 4.99% of the Common Stock, (IV) 93,429 shares of Common Stock issuable upon exercise of a third warrant
held by Intracoastal (“
Intracoastal Warrant 4
”) because Intracoastal Warrant 4 contains a blocker provision
under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any other persons
acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock, and
(V) 3,333 shares of Common Stock issuable upon exercise of a fourth warrant held by Intracoastal (“
Intracoastal Warrant
5
”) because Intracoastal Warrant 5 contains a blocker provision under which the holder thereof does not have the right
to exercise Intracoastal Warrant 5 to the extent (but only to the extent) that such exercise would result in beneficial ownership
by the holder thereof, together with its affiliates and any other persons acting as a group together with the holder or any of
the holder’s affiliates, of more than 4.99% of the Common Stock. Without such blocker provisions, each of the Reporting
Persons may have been deemed to have beneficial ownership of 1,107,512 shares of Common Stock.
(ii) As
of the close of business on July 20, 2018, each of the Reporting Persons may have been deemed
to
have beneficial ownership of 538,846 shares of Common Stock
, which consisted of (i) 134,589 shares of Common Stock held
by Intracoastal and (ii) 404,257 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1
,
and all such shares of Common Stock represented beneficial ownership of approximately
9.99
%
of the Common Stock,
based on
(1)
3,748,221
shares of Common Stock outstanding prior to the closing of the transaction contemplated by the SPA as reported by the Issuer,
plus (2) 1,241,382 shares of Common Stock in the aggregate issued at the closing of the transaction contemplated by the SPA and
(3) 404,257 shares of Common Stock issuable upon exercise of Intracoastal Warrant 1. The foregoing excludes (I) 9,537 shares of
Common Stock issuable upon exercise of Intracoastal Warrant 1 because Intracoastal Warrant 1 contains a blocker provision under
which the holder thereof does not have the right to exercise Intracoastal Warrant 1 to the extent (but only to the extent) that
such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any other persons acting
as a group together with the holder or any of the holder’s affiliates, of more than 9.99% of the Common Stock, (II) 26,667
shares of Common Stock issuable upon exercise of Intracoastal Warrant 2 because Intracoastal Warrant 2 contains a blocker provision
under which the holder thereof does not have the right to exercise Intracoastal Warrant 2 to the extent (but only to the extent)
that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any other persons
acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common Stock, (III)
156,495 shares of Common Stock issuable upon exercise of Intracoastal Warrant 3 because Intracoastal Warrant 3 contains a blocker
provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 3 to the extent (but only to
the extent) that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates and any
other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of the Common
Stock, (IV) 93,429 shares of Common Stock issuable upon exercise of Intracoastal Warrant 4 because Intracoastal Warrant 4 contains
a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 4 to the extent (but
only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with its affiliates
and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than 4.99% of
the Common Stock, and (V) 3,333 shares of Common Stock issuable upon exercise of Intracoastal Warrant 5 because Intracoastal Warrant
5 contains a blocker provision under which the holder thereof does not have the right to exercise Intracoastal Warrant 5 to the
extent (but only to the extent) that such exercise would result in beneficial ownership by the holder thereof, together with its
affiliates and any other persons acting as a group together with the holder or any of the holder’s affiliates, of more than
4.99% of the Common Stock. Without such blocker provisions, each of the Reporting Persons may have been deemed to have beneficial
ownership of 828,307 shares of Common Stock.
(c)
Number of shares as to which each Reporting Person has:
(i)
Sole power to vote or to direct the vote:
0
.
(ii)
Shared power to vote or to direct the vote:
538,846
.
(iii)
Sole power to dispose or to direct the disposition of
0
.
(iv)
Shared power to dispose or to direct the disposition of
532,271
.
|
Item
5.
|
Ownership
of Five Percent or Less of a Class
|
Not
applicable.
|
Item
6.
|
Ownership
of More than Five Percent on Behalf of Another Person.
|
Not
applicable.
|
Item
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on By
the Parent Holding Company
|
Not
applicable.
|
Item
8.
|
Identification
and Classification of Members of the Group
|
Not
applicable.
|
Item
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
Item
10. Certification
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are
not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were
not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than
activities solely in connection with a nomination under §240.14a-11.
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
Date:
July 20, 2018
|
/s/
Mitchell P. Kopin
|
|
Mitchell
P. Kopin
|
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel
B. Asher
|
|
|
|
|
Intracoastal
Capital LLC
|
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
|
Mitchell
P. Kopin, Manager
|
Exhibit
1
JOINT
FILING AGREEMENT
The
undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned
and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without
the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the
timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein
and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to
the extent that he or it knows or has reason to believe that such information is inaccurate.
Date:
July 20, 2018
|
/s/
Mitchell P. Kopin
|
|
Mitchell
P. Kopin
|
|
|
|
|
/s/
Daniel B. Asher
|
|
Daniel
B. Asher
|
|
|
|
|
Intracoastal
Capital LLC
|
|
|
|
|
By:
|
/s/
Mitchell P. Kopin
|
|
|
Mitchell
P. Kopin, Manager
|
Page
9 of 9