RSLS 13G/A Filing: 80-Share Position, 0.003% Ownership

Rhea-AI Filing Summary

ReShape Lifesciences Schedule 13G/A discloses that Ayrton Capital LLC, Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, and Waqas Khatri each report beneficial ownership of 80 shares of common stock of the issuer. The 80-share position is described as 8 shares held plus 72 shares issuable on exercise of warrants, and the warrant-related issuable shares are subject to a 9.99% beneficial ownership blocker. The holdings are reported as of June 30, 2025.

The filing uses a class base of 2,385,960 shares (1,331,356 outstanding plus 1,054,604 shares sold in a recent offering) and reports that each reporting person represents 0.003% of the class. The reporting parties include a Cayman Islands fund managed by Ayrton Capital and Waqas Khatri as managing member; signatures certify the securities were acquired and are held in the ordinary course of business and not to change or influence control.

Insights

Securities Analyst

TL;DR: Small disclosed position — 80 shares (0.003%), mainly warrant exposure; filing is informational and not material to control.

The filing reports identical beneficial ownership across three related reporting persons: 80 shares each, comprised of 8 shares held and 72 shares issuable on warrants. The reported percentage of 0.003% is calculated on a class base of 2,385,960 shares. The presence of a 9.99% beneficial ownership blocker on the warrants is noted. From a securities-impact perspective this disclosure documents positions but does not reflect a material ownership stake or trigger reporting thresholds that typically affect market perception or control.

Corporate Governance Expert

TL;DR: Filing documents ownership and ordinary-course acquisition; it contains no signs of a challenge to governance or control intent.

The statement includes representations that the securities were acquired and are held in the ordinary course of business and not to influence control. Signatories include the investment manager and the managing member, and the report identifies the Cayman fund and its Delaware investment manager. Given the reported 0.003% ownership and the limited share count, the disclosure is routine from a governance standpoint and does not indicate activism or control efforts.

FAQ

How many RSLS shares do Ayrton Capital, Alto Opportunity Master Fund and Waqas Khatri report?

Each reporting person reports beneficial ownership of 80 shares of ReShape Lifesciences common stock.

What is the composition of the 80 shares reported in the RSLS filing?

The 80 shares consist of 8 shares held and 72 shares issuable upon exercise of certain warrants.

What percentage of RSLS does the 80-share position represent?

The filing reports the position as 0.003% of the class based on 2,385,960 shares used for the calculation.

Are the warrant issuable shares subject to any ownership restrictions?

Yes, the filing states the shares issuable on exercise of the warrants are subject to a 9.99% beneficial ownership blocker.

Does the filing indicate an intent to influence control of RSLS?

No. The certification states the securities were acquired and are held in the ordinary course of business and not to change or influence control.

What class of security and CUSIP are reported in this filing for RSLS?

The filing covers Common stock, $0.001 par value of ReShape Lifesciences with CUSIP 76090R408.

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Accepted by SEC EDGAR 08/13/2025 - 06:32 AM Learn about SEC filing dates

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 1)

RESHAPE LIFESCIENCES INC.

(Name of Issuer)

Common stock, $0.001 per value per share

(Title of Class of Securities)

76090R408

(CUSIP Number)

06/30/2025

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

SCHEDULE 13G

CUSIP No. 76090R408

1

Names of Reporting Persons

Ayrton 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

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 80.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 80.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

80.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IA

SCHEDULE 13G

CUSIP No. 76090R408

1

Names of Reporting Persons

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

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

CAYMAN ISLANDS

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 80.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 80.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

80.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13G

CUSIP No. 76090R408

1

Names of Reporting Persons

Waqas Khatri

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

Number of Shares Beneficially Owned by Each Reporting Person With:

5	Sole Voting Power 80.00
6	Shared Voting Power 0.00
7	Sole Dispositive Power 80.00
8	Shared Dispositive Power 0.00

9

Aggregate Amount Beneficially Owned by Each Reporting Person

80.00

10

Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)

11

Percent of class represented by amount in row (9)

0.0 %

12

Type of Reporting Person (See Instructions)

IN

SCHEDULE 13G

Item 1.
(a)	Name of issuer: RESHAPE LIFESCIENCES INC.
(b)	Address of issuer's principal executive offices: 18 Technology Drive, Suite 110, Irvine, CALIFORNIA, 92618.
Item 2.
(a)	Name of person filing: (i) Ayrton Capital LLC; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B; and (iii) Waqas Khatri
(b)	Address or principal business office or, if none, residence: (i) Ayrton Capital LLC, 55 Post Rd West, 2nd Floor Westport, CT 06880; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B, Suite #7 Grand Pavilion Commercial Centre, 802 West Bay Road, Grand Cayman, P.O. Box 10250, Cayman Islands; and (iii) Waqas Khatri 55 Post Rd West, 2nd Floor Westport, CT 06880
(c)	Citizenship: (i) Ayrton Capital LLC: United States; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: Cayman Islands; and (iii) Waqas Khatri: United States
(d)	Title of class of securities: Common stock, $0.001 per value per share
(e)	CUSIP No.: 76090R408
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:
(a)	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution:
(k)	Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.	Ownership
(a)	Amount beneficially owned: Ayrton Capital LLC: 80; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 80; and (iii) Waqas Khatri: 80. Represents (i) 8 shares of Common Stock held by the Reporting Persons; and (ii) 72 shares of Common Stock issuable on the exercise of certain warrants (the "Warrants") held by the Reporting Persons. The issuable shares of Common Stock related to the exercise of the Warrants are subject to a 9.99% beneficial ownership blocker. The shares reported herein represent Common Stock of Reshape Lifesciences Inc. (the "Issuer") held by Alto Opportunity Master Fund, SPC- Segregated Master Portfolio B, a Cayman Islands exempted company (the "Fund"). The Fund is a private investment vehicle for which Ayrton Capital LLC, a Delaware limited liability company (the "Investment Manager"), serves as the investment manager. Waqas Khatri serves as the managing member of the Investment Manager (all of the foregoing, collectively, the "Reporting Persons").
(b)	Percent of class: The percentages below are based on (i) 2,385,960 shares comprised of 1,331,356 shares outstanding as of June 6, 2025 plus 1,054,604 shares sold in the offering and are included in the prospectus supplement on Form 424B5 filed with the Securities and Exchange Commission on June 9, 2025; and (ii) 72 shares of Common Stock issuable on the exercise of the Warrants held by the Reporting Persons. For the sake of clarity, the holdings of the Reporting Persons reported herein are as of June 30, 2025. (i) Ayrton Capital LLC: 0.003%; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0.003%; and (iii) Waqas Khatri: 0.003%.
(c)	Number of shares as to which the person has:
	(i) Sole power to vote or to direct the vote: (i) Ayrton Capital LLC: 80; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 80; and (iii) Waqas Khatri: 80
	(ii) Shared power to vote or to direct the vote: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; and (iii) Waqas Khatri: 0
	(iii) Sole power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 80; Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 80; Waqas Khatri: 80
	(iv) Shared power to dispose or to direct the disposition of: (i) Ayrton Capital LLC: 0; (ii) Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B: 0; (iii) Waqas Khatri: 0
Item 5.	Ownership of 5 Percent or Less of a Class.
	Ownership of 5 percent or less of a class
Item 6.	Ownership of more than 5 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 or Control Person.
	Not Applicable
Item 8.	Identification and Classification of Members of the Group.
	Not Applicable
Item 9.	Notice of Dissolution of Group.
	Not Applicable

Item 10.

Certifications:

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, 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.

Ayrton Capital LLC

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Managing Member
Date:	08/13/2025

Alto Opportunity Master Fund, SPC - Segregated Master Portfolio B

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri / Director
Date:	08/13/2025

Waqas Khatri

Signature:	/s/ Waqas Khatri
Name/Title:	Waqas Khatri
Date:	08/13/2025