| Item 1. | |
| (a) | Name of issuer:
ReShape Lifesciences Inc. |
| (b) | Address of issuer's principal executive offices:
1001 CALLE AMANECER, SAN CLEMENTE, CALIFORNIA, 92673 |
| Item 2. | |
| (a) | Name of person filing:
This Schedule is being jointly filed by Leonite Fund I LP ("Leonite"), a Delaware limited partnership, and Avi Geller, an individual (each a "Reporting Person" and together, the "Reporting Persons"). |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each Reporting Person is 600 East Crescent Avenue, STE 104, Upper Saddle River, NJ 07458. |
| (c) | Citizenship:
Leonite is a Delaware limited liability company;
Mr. Geller is a citizen of the United States of America (state of New Jersey). |
| (d) | Title of class of securities:
Common Shares, $0.001 par value per share |
| (e) | CUSIP No.:
76090R309 |
| 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);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | 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:
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| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
Leonite is the record owner of 200,000 shares of common stock of the Issuer. Mr. Geller is the chief investment officer of Leonite and has sole voting and dispositive power over the shares held by it. As a result, Mr. Geller may be deemed to be an indirect beneficial owner of the shares held directly by Leonite. Mr. Geller disclaims beneficial ownership of such shares, except to the extent of his pecuniary interest therein. |
| (b) | Percent of class:
The 200,000 shares of common stock represent approximately 6.05% of the Issuer's outstanding shares of common stock based on 3,305,087 shares of Common Stock outstanding (excluding the Common Stock underlying the Warrants) as of the completion of the offering referred to in the Issuer's prospectus filed with the Securities Exchange Commission on February 18, 2025.
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| (c) | Number of shares as to which the person has:
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| | (i) Sole power to vote or to direct the vote:
200,000
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| | (ii) Shared power to vote or to direct the vote:
0
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| | (iii) Sole power to dispose or to direct the disposition of:
200,000
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| | (iv) Shared power to dispose or to direct the disposition of:
0
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| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
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Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
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Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. |
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Not Applicable
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| Item 9. | Notice of Dissolution of Group. |
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Not Applicable
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Rule 13d-1(c)